<PAGE>1                                   
                  SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.
                                   
                              FORM 10-K/A
                                   
                          AMENDMENT TO REPORT
                                   
      Filed pursuant to Section 12, 13 or 15(d) of the Securities
                         Exchange Act of 1934
                                   
                    MICHIGAN BELL TELEPHONE COMPANY
                                   
                            Amendment No. 1

     The undersigned registrant hereby files the following amendment
to the section on Regulatory Environment - State on pages 5 and 6 of
its Annual Report on Form 10-K for the fiscal year ended December 31,
1995:

Regulatory Environment _ State

   The Company is also subject to regulation by the Michigan Public
Service Commission (MPSC) with respect to certain intrastate rates and
services, issuance of securities, competitive issues and other
matters.

   Under the Michigan Telecommunications Act of 1991 (MTA) there was
no cap on earnings or depreciation. The prices of basic services,
defined as residence and business access lines and local calling, were
subject to a price cap formula based on the Consumer Price Index (CPI
minus 1%) and could be changed upon MPSC approval within a period from
90 days (for changes within the index) to 210 days (for changes
falling outside the index). IntraLATA toll prices were capped through
December 31, 1995 at December 31, 1991 levels. Intrastate access rates
could not exceed the levels of comparable interstate access services
without MPSC approval. Prices of many other services (e.g., custom
calling, advanced custom calling, Caller ID and voice mail private
line) could be changed immediately upon notice to customers.

   Beginning January 1, 1996, Michigan consumers in certain of the
Company's exchange areas are able to use alternative telephone
companies for intraLATA toll calls by dialing 1 before the regular
phone number.  Under the new law, the Company was required to
designate 10% of its exchanges for this dial-1 option.  All of the
state will have this option when the Company is permitted to offer
interLATA long distance service.  Further, the MPSC is directed to
take action toward obtaining Federal authority to allow local service
providers to provide interLATA services.  These actions, authorized

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under the amendments to the MTA enacted in 1995 Public Act 216 (PA
216), signed in November and effective until January 1, 2001, support
local exchange competition in the Michigan marketplace.

   PA 216 continued and expanded the regulatory reforms initially
enacted in the MTA by authorizing the Company to restructure its local
exchange, toll and access rates to address historical support
mechanisms built into its rates ending rate regulation of intraLATA
toll and payphone services, and streamlining the procedures to obtain
increases in local exchange rates.  By January 1, 2000, all local
service providers must restructure their rates so that their toll,
access and local services will be priced at or above total service
long run incremental cost.  Following the restructuring, prices for
customer lines and local calling can be increased up to the CPI minus
1%, each year, without MPSC approval.

   In addition, 1995 PA 245 repealed the Public Utility Securities
Act, eliminating the requirement to obtain MPSC approval for the
Company to issue debt and equity securities.

   Other Matters

        

   In addition, the Company is a party to various proceedings pending
before the MPSC which involve, among other things, terms and
conditions of services provided by the Company, unbundling the local
network and terms for interconnecting networks.

   
   
         


     Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                   Michigan Bell Telephone Company


                                   By /s/ Bruce B. Howat
                                        Bruce B. Howat
                                        Vice President and Secretary

Dated: March 19, 1996