<PAGE>

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                     
                                 FORM 10-K
                                     
                                     
           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                     
                For the fiscal year ended December 31, 1996
                                     
                       Commission File Number 1-3499
                                     
                                     
                      MICHIGAN BELL TELEPHONE COMPANY
 A Michigan Corporation                        I.R.S. Employer No.
                                                     38-0823930

                            444 Michigan Avenue
                         Detroit, Michigan  48226
                      Telephone Number 1-800-257-0902
                                     
                                     
     Securities registered pursuant to Section 12(b) of the Act:
     
              Forty Year 7 3/4% Debentures, due June 1, 2011
              Forty Year 7% Debentures, due November 1, 2012
                                     
                                     
     Exchanges on which registered:  New York Stock Exchange.
     
     Securities registered pursuant to Section 12(g) of the Act:  None
     
     
        THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF AMERITECH
     CORPORATION, MEETS THE CONDITIONS SET FORTH IN GENERAL
     INSTRUCTIONS J(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING
     THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL
     INSTRUCTION J(2).
     
        Indicate by check mark whether the registrant (1) has
     filed all reports required to be filed by Section 13 or 15(d)
     of the Securities Exchange Act of 1934 during the preceding
     12 months (or for such shorter period that the registrant was
     required to file such reports) and (2) has been subject to
     such filing requirements for the past 90 days.
     
                      Yes    X   No
                                     
                                     
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                             TABLE OF CONTENTS
                                     
                                  PART I
                                     
 Item                                                        Page
 ----                                                        ----
  1.   Business.........................................       1
  
  2.   Properties.......................................       7
  
  3.   Legal Proceedings................................       8
  
  4.   Submission of Matters to a Vote of Security
        Holders (Omitted pursuant to General Instruction J(2)).
                                     
                                  PART II
                                     
  5.   Market for Registrant's Common Equity and Related
        Stockholder Matters (Inapplicable).
  
  6.   Selected Financial and Operating Data............       9
  
  7.   Management's Discussion and Analysis of Results of
        Operations (Abbreviated pursuant to
        General Instruction J(2)).......................      10
  
  8.   Financial Statements and Supplementary Data......      16
  
  9.   Changes in and Disagreements with Accountants
        on Accounting and Financial Disclosure..........      31
        
                                     
                                 PART III
                                     
  10.  Directors and Executive Officers of the Registrant
        (Omitted pursuant to General Instruction J(2)).

  11.  Executive Compensation (Omitted pursuant to
        General Instruction J(2)).

  12.  Security Ownership of Certain Beneficial Owners
        and Management (Omitted pursuant to General
        Instruction J(2)).

  13.  Certain Relationships and Related Transactions
        (Omitted pursuant to General Instruction J(2)).
                                     
                                  PART IV
                                     
  14.  Exhibits, Financial Statement Schedules,
        and Reports on Form 8-K.........................      32
                                     
                                     i
                                     
<PAGE>
                                     
                                  PART I
                                     
   Item 1.   Business.
   
   The Company
   
      Michigan Bell Telephone Company (Michigan Bell or the Company),
   incorporated under the laws of the State of Michigan, has its
   principal office at 444 Michigan Avenue, Detroit, Michigan 48226
   (telephone number 1-800-257-0902).  The Company is a wholly owned
   subsidiary of Ameritech Corporation (Ameritech), a Delaware
   Corporation.  Ameritech is the parent of numerous other
   communications businesses and has its principal executive offices
   at 30 South Wacker Drive, Chicago, Illinois 60606 (telephone
   number 1-800-257-0902).  The Company is managed by its sole
   shareowner rather than a Board of Directors as permitted by
   Michigan law.
   
      Ameritech operates its business within the framework of
   customer-specific business units delivering specialized services
   to various categories of customers, each with unique requirements.
   The functions of the business units, which include consumer,
   business, cellular, advertising and capital services, as well as
   services provided to other companies in the communications
   industry, overlap the legal entities, including the Company, which
   form the infrastructure of Ameritech.  The products and services
   of all the companies are marketed under the "Ameritech" brand
   identity, but Ameritech's five landline communications companies
   remain responsible within their respective service areas for
   providing telephone and other communications services, subject to
   regulation by the Federal Communications Commission (FCC) and the
   respective state public service commissions in Illinois, Indiana,
   Michigan, Ohio and Wisconsin.  Michigan Bell is regionally
   identified and does business as "Ameritech Michigan."
   
      Ameritech is one of seven regional holding companies (RHCs)
   formed in connection with the court-approved divestiture of
   certain assets of AT&T Corp. (AT&T), formerly American Telephone
   and Telegraph Company.  Effective January 1, 1984, AT&T
   transferred to Ameritech its 100% ownership of the exchange
   telecommunications, exchange access and printed directory
   advertising portions of Illinois Bell Telephone Company; Indiana
   Bell Telephone Company, Incorporated; Michigan Bell; The Ohio Bell
   Telephone Company and Wisconsin Bell, Inc. (referred to
   collectively as the "Ameritech landline communications
   subsidiaries"), as well as a cellular communications company.
   
      The consent decree, entitled "Modification of Final Judgment"
   (Consent Decree), as originally approved in 1982 by the United
   States District Court for the District of Columbia (Court), placed
   restrictions on the post-divestiture activities of the seven RHCs,
   including Ameritech.  Relief from these restrictions could be had
   only upon a showing to the Court that there was no substantial
   possibility that the requesting company could use its monopoly
   power to impede competition in the market it sought to enter.
   Over time, the Court granted waivers to the RHCs to engage in
   otherwise prohibited lines of business, including the right to
   offer information services.  Ameritech sought to remove or modify
   the remaining restrictions, which included prohibitions on
   providing long distance services and manufacturing
   telecommunications equipment.  These efforts were suspended upon
   the passage of the Telecommunications Act of 1996 (Telecom Act).
   The Telecom Act effectively superseded future operation of the
   Consent Decree.  Consequently, in April 1996, the Court issued an
   order terminating the Consent Decree and dismissing all pending
   waiver requests.
   
   Implementing the Telecom Act
   
      On February 8, 1996, the first comprehensive overhaul of
   telecommunications legislation in 62 years was signed into law,
   removing barriers that prevented the phone, cable TV and broadcast
   industries from entering each others businesses.  The Telecom Act
   addresses various aspects of competition within, and regulation
   of, the communications industry.  Among other things, the new law
   defines the conditions under which local exchange carriers,
   including the Ameritech landline communications subsidiaries, may
   offer long distance service and provides certain mechanisms
   intended to facilitate local exchange competition.  The Act gives
   the FCC the authority to determine when incumbent local exchange
   carriers have satisfied the statutory criteria required to provide
   long distance service in an in-region state, including meeting a
   14-point competitive checklist.  The law eliminates any remaining
   barriers to companies wishing to compete against providers of
   local phone service.
   
                                     1
                                     
   <PAGE>
   
      As required by the new law, in August 1996 the FCC adopted
   rules to implement the local competition provisions.  The rules
   require local exchange carriers, among other duties, to (1)
   provide interconnection to any telecommunications carrier at any
   technically feasible point, equal in quality to that provided for
   the local exchange carrier's own operations; (2) provide such
   carriers with access to network elements on an unbundled basis;
   and (3) offer for resale, at wholesale rates, any
   telecommunications services that the local exchange carrier
   provides at retail to subscribers who are not telecommunications
   carriers.  The FCC's rules address pricing for interconnection,
   unbundled network elements and resale of telecommunications
   services.
   
      In October 1996, in an order entered in an appeal filed by
   certain local exchange carriers, the U.S. Court of Appeals for the
   Eight Circuit stayed the portion of the FCC rules with respect to
   pricing and the FCC's so-called "pick and choose" rules.   The
   U.S. Supreme Court declined to overturn the appeals court stay.
   The stay will be in effect until the appeals court decides on the
   merits of those provisions, sometime in 1997.  Although Ameritech
   filed a separate lawsuit, the appeals court consolidated all
   challenges to the FCC rules.  In the meantime, the FCC's
   interconnection rules remain in effect.
   
      It is not possible to determine what effect the FCC rules will
   have on the Company's business until challenges to the rules have
   been resolved and the state regulatory commission in Michigan has
   acted on the matters within its jurisdiction.
   
   Michigan Bell's Full Service Communications Business
   
      Michigan Bell furnishes a wide variety of advanced
   communications services, including local exchange and toll
   service, network access and communications products to business,
   residential and communications company customers in an operating
   area comprised of five Local Access and Transport Areas (LATAs) in
   Michigan.  These LATAs are generally centered on a city or other
   identifiable community of interest, and each LATA marks the
   boundary within which Michigan Bell may provide telephone service.
   The Company provides two basic types of communications services.
   It transports communications traffic between a subscriber's
   equipment and the telephone exchange offices located within the
   same LATA (intraLATA service).  These services include local
   exchange, private line and intraLATA toll services (including 800
   and special services for data, radio and video transport).  In
   addition, it provides exchange access service, which links a
   subscriber's telephone or other equipment to the transmission
   facilities of long distance carriers, which in turn provide
   communications service between LATAs (interLATA, or long distance,
   service).  About 82% of the population and 42% of the area of
   Michigan is served by Michigan Bell.  The remainder of the state
   is served by nonaffiliated telephone companies.
   
      Michigan Bell also provides directory listings, public
   telephone and local and toll operator services, including collect
   calls, third number billing, person-to-person and calling card
   calls.  It offers call management services, including voice mail,
   Caller ID, call waiting and call forwarding, as well as digital
   network services such as on-line database access and fax
   messaging, document sharing functions and video conferencing for
   desktop computers.  The Company provides billing and collection
   services for several companies, including billing for long
   distance services offered by certain long distance carriers, some
   of which began billing their own customers in 1996.  A new
   national directory assistance service became available in the
   Chicago and Detroit areas in 1996, with plans calling for this
   service to be offered across the Ameritech region.  In 1996,
   Michigan Bell launched the first phase of a plan to offer to
   customers in certain areas a single bill for local telephone
   services, as well as other services provided by affiliated
   companies, such as cellular, paging and security monitoring
   services, with cable TV and Ameritech's long distance services to
   be added at a later date.  The Company markets its local phone
   services on a wholesale basis to certain carriers that resell
   services from the Company's network.
   
                                     2
                                     
   <PAGE>
   
      The following table sets forth the number of access lines
   served by the Company at the end of each of the last five years:
   
                                 1996    1995    1994   1993    1992
                                 ----    ----    ----   ----    ----
   Access lines in service
     (in thousands)...........  5,124   4,979   4,747  4,563   4,431
   Percent increase over prior
     year.....................    2.9     4.9     4.0    3.0     2.7

      Michigan Bell has had an agreement with Ameritech Publishing,
   Inc. (API), an Ameritech subsidiary doing business as Ameritech
   Advertising Services, under which the Company furnishes to API
   certain services and data to be used by API in publishing and
   distributing classified and alphabetical directories.  In
   exchange, the Company receives a fixed subsidy fee plus
   compensation for the services and data.  In December 1996, API
   notified the company that it was terminating the agreement.  It is
   anticipated that Michigan Bell and API will negotiate another
   agreement.
   
      Ameritech Services, Inc. (ASI) is a company jointly owned by
   Michigan Bell and the other Ameritech landline communications
   subsidiaries.  ASI provides to those companies human resources,
   technical services, procurement, marketing and regulatory
   planning, as well as labor contract bargaining oversight and
   coordination.  ASI acts as a shared resource for the Ameritech
   subsidiaries providing operational support for the Ameritech
   landline communications subsidiaries and integrated communications
   and information systems for all the business units.
   
      In 1996, about 91% of the total operating revenues of the
   Company were from communications services and the remainder
   principally from billing and collection services, rents, directory
   advertising and other miscellaneous nonregulated operations.
   About 77% of the revenues from communications services were
   attributable to intrastate operations.
   
   Regulatory Environment - Federal
   
      Michigan Bell is subject to jurisdiction by the FCC pursuant to
   applicable law.  The FCC prescribes for communications companies a
   uniform system of accounts, rules for apportioning costs between
   regulated and nonregulated services, and the principles and
   standard procedures used to separate regulated property, plant and
   equipment costs, revenues, expenses, taxes and reserves between
   those applicable to interstate services under the jurisdiction of
   the FCC and those applicable to intrastate services under the
   jurisdiction of the respective state regulatory authorities.
   
      The transformation of the local exchange business has been
   underway for some time, even before recent federal legislation.
   The Company's interstate revenues are now regulated by a price cap
   mechanism rather than by rate-of-return regulation.  The FCC's
   price cap regulatory scheme sets maximum limits on the prices that
   local exchange carriers, including Michigan Bell, can charge for
   interstate access as compensation for the use of their facilities
   for the origination or termination of long distance and other
   communications by other carriers.  The limits are adjusted each
   year to reflect inflation, a productivity factor and certain other
   cost changes.  Under price caps, local exchange carriers have
   increased flexibility to change prices of access services, as well
   as prices for interstate intraLATA and video dial tone service
   offerings, provided they do not exceed the allowed price cap.
   Under interim changes to the price cap plan, the FCC adopted three
   productivity/sharing options.  Michigan Bell and the other
   Ameritech landline communications subsidiaries elected the 5.3%
   productivity factor which allows the Company to retain all of its
   earnings, whereas election of a lower factor would require
   earnings to be shared with customers.  The FCC has established a
   rulemaking proceeding to consider permanent changes to its price
   cap regulation plan.
   
                                     3
                                     
   <PAGE>
   
      One major regulatory uncertainty concerns access charge reform.
   In December 1996, the FCC laid out its proposals in this area,
   asking for comments on a number of steps it would take to
   restructure the fees to make the system compatible with the pro-
   competitive deregulatory framework established by the Telecom Act.
   This move was the third in a trilogy of FCC actions that it has
   said are designed to foster and accelerate the introduction of
   efficient competition in all telecommunications markets.  In
   August 1996, the FCC released its Interconnection Order to
   implement the local competition provisions of the Telecom Act.  In
   November 1996, the Federal-State Universal Service Joint Board
   issued its recommendations to the FCC for reforming the existing
   system of universal basic telephone service, which is the part of
   access charges used, among other things, to subsidize local
   service in high cost areas of the country.  The goal is to
   preserve and advance universal service in a manner that permits
   local telephone markets to move from monopoly to competition.  The
   FCC's current access charge policies were adopted at the time of
   the divestiture by AT&T.  These policies were designed primarily
   to promote competition in the interstate, interexchange market by
   ensuring that all long distance companies would be able to
   originate and terminate their traffic over incumbent local
   exchange carrier networks at just, reasonable and
   nondiscriminatory rates.  Although these policies contemplated
   long distance competition, they did not attempt to address the
   potential effects of full competition.  Final rules on access
   charges are expected in May 1997.  In a separate proceeding, the
   FCC is working to overhaul the mechanism to determine the actual
   cost of universal service and how those costs will be recovered.
   
      As part of the process of reforming the interstate access
   charge system, the FCC sought comment on the treatment of Internet
   and other information service providers (sometimes referred to as
   enhanced service providers) that also use the local exchange
   carriers' facilities.  Since the access charge system was
   established in 1983, enhanced service providers have been
   classified, for purposes of the access charge rules, as end users
   rather than carriers and therefore are exempt from access charges.
   The FCC made no specific proposals, but tentatively concluded that
   enhanced service providers should not be subject to access charges
   as currently constituted.
   
   Other FCC Matters
   
      In June 1996, the FCC adopted rules that will allow customers
   to switch local exchange carriers without having to change their
   phone numbers.  Under the rules, by the end of 1998 the nation's
   one hundred largest metropolitan areas must have "number
   portability" that meets FCC standards, and local exchange carriers
   are required to offer temporary number portability, such as remote
   call forwarding, immediately.
   
      In July 1996, the FCC announced that the former Bell operating
   companies of AT&T (Bell Companies), including Ameritech, that
   provide out-of-region long distance service through an affiliate
   will be regulated as "nondominant carriers" as long as they meet
   three requirements.  The interim rules allow the Bell Companies
   nondominant carrier status if their affiliated companies maintain
   accounting records separate from those of the parent, do not
   jointly own transmission or switching equipment with the parent
   and obtain services from the parent at tariffed rates.
   Nondominant carriers are not subject to price cap regulation and
   their tariffs take effect on one day's notice, compared with at
   least two weeks for dominant carriers.  The FCC plans to establish
   final rules for Bell Company out-of-region services in another
   rulemaking that began in March 1996.
   
      In December 1996, the FCC issued transitional structural and
   accounting rules that apply to the provision of certain services
   provided by the Bell Companies including in-region long distance
   services.  These rules require that certain services be provided
   through a separate affiliate and prohibit joint ownership of
   switching and transmission facilities.  In addition, they call for
   nondiscrimination between the affiliate and nonaffiliate long
   distance carriers, subject to certain exemptions.  The FCC order
   did not resolve the issue of whether Bell Company in-region long
   distance affiliates will be considered nondominant.
   
                                     4
                                     
   <PAGE>
   
   Regulatory Environment - State
   
      Michigan Bell is also subject to regulation by the Michigan
   Public Service Commission (MPSC) with respect to certain
   intrastate rates and services.  Michigan Bell is governed by the
   Michigan Telecommunications Act (MTA) which is in effect until
   January 2001.  Under the law, the Company is authorized to
   restructure local exchange, toll and access rates to address
   historical subsidies built into rates.  The MTA ended rate
   regulation of intraLATA toll and payphone services and streamlined
   the procedures to obtain increases in local exchange rates.
   
      Michigan Bell began rebalancing its local exchange pricing
   structure in February 1996.  The previous structure, designed more
   than 60 years ago, included subsidies that deterred competition
   initially.  Prices for basic local services were increased by a
   maximum of 99 cents per month for business and certain residential
   customers, while other residential customers saved as much as 14
   cents per month.  This was the first increase in residential
   prices and the second increase in business prices since 1984.
   
      In July 1996, as a result of a MPSC order requiring Michigan
   Bell to either discount intraLATA access rates or provide dialing
   parity on toll calls in over 80% of its exchanges, the Company
   announced plans to reduce certain access fees to long distance
   companies in Michigan by 55%.  Dialing parity gives customers the
   ability to choose an alternate carrier for intraLATA toll calls by
   dialing 1 before the phone number.  Beginning January 1, 1996,
   consumers in certain Michigan Bell exchange areas were able to use
   Dial 1+ capability for intraLATA toll calls.  In December 1996,
   the Michigan Court of Appeals issued a stay of the MPSC orders
   requiring statewide implementation of dialing parity.  The stay
   will continue until the Court of Appeals can hear the entire case
   and render a decision.  The Michigan Supreme Court declined to
   vacate the stay.  The Company already provides Dial 1+ capability
   to over 70% of its access lines.
   
      In January 1997, the Company filed for commission approval to
   continue the rate restructuring to better align telecommunications
   prices with costs.  Pending approval by the MPSC, the changes
   could become effective in early May 1997.
   
      Ameritech has asked all five state commissions in its region to
   declare that its statement of generally available terms and
   conditions for interconnection meets the competitive checklist
   under the Telecom Act.
   
   Long Distance Services
   
      Under the Telecom Act, Michigan Bell and other Bell Companies
   must open the local market to competition by implementing a 14-
   point checklist before they can offer interLATA long distance
   service to their local landline customers.  The FCC will determine
   whether or not a Bell Company has satisfied the statutory
   criteria, including the competitive checklist, compliance with
   structural and accounting rules and whether its entry into long
   distance is consistent with the public interest.  A Bell Company
   is restricted from providing interLATA long distance service until
   the FCC determines that the statutory criteria have been met.  The
   FCC will give substantial weight to Department of Justice
   recommendations in reviewing a carrier's entry into the market.
   In preparation, Michigan Bell has negotiated or arbitrated
   numerous agreements with competitors to allow interconnection
   access to the Company's network elements at cost-based rates and
   purchase of its local services at discounted, wholesale rates for
   resale to the public.  The FCC has 90 days to act upon a Bell
   Company's application to provide interLATA long distance service.
   
      InterLATA long distance is a $2.3 billion market in the
   Company's local service area.  Ameritech expects to offer landline
   interLATA long distance service within its region in 1997.
   However, FCC rules require that interLATA long distance service be
   offered by a separate subsidiary of Ameritech.  Accordingly,
   Ameritech's entry into this market will not generate long distance
   revenues for Michigan Bell.  Ameritech is also certified in all
   states outside its five-state region.  Long distance carriers,
   WorldCom, Inc. and Teleglobe Inc. will complete long distance
   calls for Ameritech outside the region on a resale basis.
   
                                     5
                                     
   <PAGE>
   
   Competition -- Evolution of the Industry
   
      Because of the Telecom Act and the MTA, the communications
   landscape is rapidly changing.  One objective of the new laws was
   to foster local exchange competition by establishing a regulatory
   framework to govern the provision of local and long distance
   telecommunications services.  It permits the Bell Companies,
   including Michigan Bell, to provide interLATA long distance
   services only after satisfying the conditions of the new law for
   opening local markets to competition and demonstrating to the FCC
   that such provision is in the public interest.  For the first time
   in more than 60 years, all communications companies are governed
   by a new set of rules that call for competition and open markets,
   not regulatory management, as the basic business environment.
   This public policy change opens a host of business opportunities
   for providers of all forms of communications, enabling them to
   become full-service providers of voice, video, data, local and
   long distance services for their customers.  As a result of the
   new law, consumers can expect to see more choices and receive
   greater value for these services.
   
      With the passage of the Telecom Act, Michigan Bell's local
   service market is being opened to competition from long distance
   carriers, cable TV providers and other nontraditional local
   service providers.  Interconnection agreements with these
   providers and the applicable regulations require the Company to
   allow access to network elements at cost-based rates or to provide
   services for resale at discounted, wholesale rates.  Competitive
   entry by these providers may result in some downward pressure on
   local service revenues as a portion of the Company's revenues
   shift from local service at retail rates to network access at
   wholesale rates.
   
      The Telecom Act will also bring renewed scrutiny of the current
   universal service funding policy.  Historically, network access
   charges have been used to help local exchange carriers ensure
   universal basic telephone service to all customers.  Modifications
   of this policy by the FCC may result in changes to the Company's
   revenue stream related to network access charges.
   
      Although telecom reform was the most dramatic change affecting
   the communications industry in 1996, another industry trend that
   intensified was the number of mergers, alliances and joint
   ventures.  Over time, the number, variety and size of competitors
   will change and may include companies with substantial capital,
   technological and marketing resources and wide-ranging service
   offerings.
   
      It is impossible to predict the specific impact of the Telecom
   Act and other changes in the industry on Michigan Bell's business
   or financial condition.  Notwithstanding the potential for an
   adverse effect on its revenue streams, the Company expects to
   capture a major share of the expected growth in the communications
   marketplace, building on its strengths and branching into new
   services that are a logical extension of its business.
   
   Patents, Trademarks and Licenses
   
      The Company, through its parent, Ameritech, has rights to use
   various patents, copyrights, trademarks and other intellectual
   property which are necessary for it to conduct its present
   business operations.  It is not anticipated that any such
   intellectual property will be subject to expiration or nonrenewal
   of rights which would materially and adversely affect the Company.
   
                                     6
                                     
   <PAGE>
   
   Michigan Bell's Human Resources
   
      As of December 31, 1996, Michigan Bell employed 12,026 persons,
   a moderate decrease from 12,405 as of December 31, 1995.  In 1996,
   Ameritech commenced a ten-year agreement with Integrated Systems
   Solutions Corporation (ISSC), a subsidiary of IBM, to perform
   certain information technology services formerly performed by the
   Ameritech landline communications companies, and to assume
   responsibility for consolidation of Ameritech's data centers.
   Approximately 125 management employees of the Company were offered
   and accepted employment with ISSC.
   
      About 85% of the Company's employees are represented by the
   Communications Workers of America (CWA) which is affiliated with
   the AFL-CIO.  The current three-year contract expires in the
   summer of 1998.
   
   Item 2.   Properties.
   
      The properties of Michigan Bell do not lend themselves to
   description by character and location of principal units.  As of
   December 31, 1996, the Company's investment in property, plant and
   equipment consisted of the following:
   
     Land and buildings..................................       8%
     Central office equipment............................      39
     Cable, wiring and conduit...........................      47
     Other...............................................       5
     Under construction..................................       1
                                                              ---
                                                              100%

      Central office equipment includes analog and digital switching
   equipment, transmission equipment and related facilities.
   Buildings are principally central offices.  Cable, wiring and
   conduit constitute outside plant, which includes poles, as well as
   cable, conduit and wiring primarily above or under public roads,
   highways or streets or above or under private property.
   Substantially all of the installations of central office equipment
   and administrative offices are located in buildings owned by the
   Company and situated on property it owns.  Many garages and
   business offices and some installations of central office
   equipment and administrative offices are in leased quarters.
   
      Capital expenditures, the single largest use of Company funds,
   were as follows for the last five years (in millions):
   
        1992      ........................................    $523
        1993      ........................................     452
        1994      ........................................     365
        1995      ........................................     378
        1996      ........................................     437

      Michigan Bell has been making and expects to continue to make
   large capital expenditures to respond to the market's demand for a
   modern, efficient and productive network.  The total investment in
   property, plant and equipment increased from about $7.1 billion as
   of December 31, 1991, to about $8.1 billion as of December 31,
   1996, after giving effect to retirements but before deducting
   accumulated depreciation at either date.
   
                                     7
                                     
   <PAGE>
   
   Item 3.   Legal Proceedings.
   
   Pre-Divestiture Contingent Liabilities Agreement
   
      The Court-approved Plan of Reorganization signed in connection
   with AT&T's divestiture effective January 1, 1984 provides for the
   recognition and payment of liabilities that are attributable to
   pre-divestiture events (including transactions to implement the
   divestiture) but that do not become certain until after the
   divestiture.  These contingent liabilities relate principally to
   litigation and other claims with respect to the former Bell
   Companies' rates, taxes, contracts, equal employment matters,
   environmental matters and torts (including business torts, such as
   alleged violations of the antitrust laws).
   
      With respect to such liabilities, under agreements entered into
   at divestiture, AT&T and the Bell Companies will share the costs
   of any judgment or other determination of liability entered by a
   court or administrative agency, the costs of defending the claim
   (including attorneys' fees and court costs) and the cost of
   interest or penalties with respect to any such judgment or
   determination.  Except to the extent that affected parties may
   otherwise agree, the general rule is that responsibility for such
   contingent liabilities will be divided among AT&T and the Bell
   Companies on the basis of their relative net investment (defined
   as total assets less accumulated depreciation) as of the effective
   date of divestiture.  Different allocation rules apply to
   liabilities which relate exclusively to pre-divestiture interstate
   or intrastate operations.
   
      In January 1995, Ameritech and the other RHCs agreed to
   terminate the sharing arrangement among the Bell Companies with
   respect to pre-divestiture contingent liabilities for certain
   matters.  AT&T did not enter into the agreement and, accordingly,
   the sharing arrangement remains in effect with respect to AT&T's
   pre-divestiture liabilities and AT&T's share of Bell Company pre-
   divestiture liabilities.
   
      Although complete assurance cannot be given as to the outcome
   of any litigation, in the opinion of the Company's management, any
   monetary liability or financial impact to which Michigan Bell
   would be subject after final adjudication of all of the foregoing
   actions would not be material in amount to the Company.
   
                                     8
                                     
<PAGE>
                                  PART II
                                     
Item 6.  Selected Financial and Operating Data.

                      MICHIGAN BELL TELEPHONE COMPANY
                   SELECTED FINANCIAL AND OPERATING DATA
                           (Dollars in Millions)
                                     
                               1996      1995      1994      1993      1992
                               ----      ----      ----      ----      ----
Revenues
 Local service...........  $1,405.9  $1,258.9  $1,165.6  $1,092.1  $1,168.6
 Interstate
  network access.........     591.5     555.2     547.7     512.6     479.4
 Intrastate
  network access.........     187.5     189.6     202.3     201.5     199.9
 Long distance...........     761.7     724.1     709.7     695.8     591.6
 Other...................     291.7     236.6     229.4     287.5     275.8
                           --------  --------  --------  --------  --------
Total....................   3,238.3   2,964.4   2,854.7   2,789.5   2,715.3
Operating expenses*......   2,244.5   2,106.9   2,379.7   2,195.0   2,139.5
                           --------  --------  --------  --------  --------
Operating income.........     993.8     857.5     475.0     594.5     575.8
Interest expense.........      85.1      90.3      97.1     104.8     108.4
Other (income) expense,
 net.....................      (9.4)     (3.4)     (4.8)      6.0      10.6
Income taxes.............     316.0     259.2     103.4     140.5     130.6
                           --------  --------  --------  --------  --------
Income before
 extraordinary item
 and cumulative effect of
 changes in accounting
 principles..............     602.1     511.4     279.3     343.2     326.2
Extraordinary item
 and cumulative effect of
 changes in accounting
 principles**............       -         -      (599.1)      -      (448.4)
                           --------  --------  --------  --------  --------
Net income (loss)........  $  602.1  $  511.4  $ (319.8) $  343.2  $ (122.2)
                           --------  --------  --------  --------  --------
Total assets.............  $4,137.8  $4,135.6  $4,033.8  $5,259.2  $5,289.9
Property, plant
 and equipment, net......  $3,041.0  $3,118.2  $3,228.3  $4,382.8  $4,456.1
Capital expenditures,
 net.....................  $  436.9  $  377.6  $  364.7  $  452.1  $  523.3
Long-term debt...........  $1,094.2  $1,093.1  $1,128.9  $1,132.4  $1,085.1
Debt ratio...............      47.0 %    46.1 %    52.9 %    46.3 %    46.4 %
Return on average
 equity..................      42.8 %    40.3 %   (19.5)%    19.6 %    (7.1)%
Return on average
 total capital...........      26.3 %    23.5 %    (7.0)%    13.2 %    (0.6)%
Pretax interest
 coverage................      11.9       9.7       5.0       5.3       4.9
Customer lines -
 at end of year (000's)..     5,124     4,979     4,747     4,563     4,431
Customer lines served by -
 Digital electronic
  offices................      82.5 %    80.5 %    76.0 %    68.0 %    53.0 %
 Analog electronic
  offices................      17.5 %    19.5 %    24.0 %    31.0 %    46.0 %
Customer lines
 per employee............       426       401       372       313       293
Employees -
 at end of year..........    12,026    12,405    12,761    14,561    15,142
-------------------
 
   * As  discussed  in  Note  D  to the financial  statements,  1995
     operating  expenses  include  a net  work  force  restructuring
     credit  of $64.9 million, while 1994 operating expenses include
     a  nonmanagement  work  force restructuring  charge  of  $174.4
     million.
 **  As  discussed  in  Note I, the Company had a noncash  after-tax
     extraordinary charge in 1994 of $599.1 million as a  result  of
     discontinuing  the  application of FAS  71.   The  Company  had
     accounting  changes in 1992 for FAS 106 and FAS 112 aggregating
     $448.4 million, after tax.
 
                                     9
 <PAGE>
 
   Item 7.   Management's Discussion and Analysis of Results of Operations.
             (Dollars in Millions)
   
      Following is a discussion and analysis of the results of
   operations of the Company for the year ended December 31, 1996 and
   for the year ended December 31, 1995, which is based on the
   Statements of Income and Accumulated Deficit.  Other pertinent
   data is also set forth in Selected Financial and Operating Data.
   
   Results of Operations
   
   Revenues
   
      Total operating revenues were $3,238.3 million for 1996 and
   $2,964.4 million for 1995.  The increase of $273.9 million or 9.2%
   consisted of the following:
   
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Local service.........  $1,405.9  $1,258.9   $ 147.0     11.7

      Local service revenues include basic monthly service fees and
   usage charges, fees for call management services, installation and
   connection charges and public phone revenues.  The increase in
   local service revenues in 1996 was primarily attributable to
   higher network usage volumes, resulting principally from growth in
   the number of access lines, which increased 2.9% to 5,124,000 as
   of December 31, 1996, as compared with 4,979,000 as of December
   31, 1995.  Greater sales of call management services, such as call
   forwarding, call waiting and Caller ID, also contributed to the
   increase, as did net rate increases.
   
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Network access
          Interstate .........  $  591.5  $  555.2   $  36.3      6.5
          Intrastate .........     187.5     189.6      (2.1)    (1.1)

      Network access revenues are fees charged to interexchange
   carriers that use the Company's local landline communications
   network to connect customers to their long distance network.  In
   addition, end users pay flat rate access fees to connect to the
   long distance network.  These revenues are generated from both
   interstate and intrastate services.
   
      The increase in interstate network access revenues was
   primarily due to an increase in network minutes of use resulting
   from overall growth in the volume of calls handled for
   interexchange carriers.  Minutes of use related to interstate
   calls increased by 5.9% in 1996 compared with the prior year.
   These increases were partially offset by net rate decreases.
   
      The decrease in intrastate network access revenues in 1996 was
   primarily due to rate decreases, as well as a revenue decrease due
   to a reclassification in 1996 of certain revenues from the
   intrastate access category to the long distance category,
   partially offset by volume increases.  The reclassification was
   related to revenues for certain calling features offered to
   businesses, which correspond more closely to long distance service
   rather than network access.  Minutes of use related to intrastate
   calls increased by 10.9% in 1996 compared with the prior year.
   
                                    10
                                     
<PAGE>
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Long distance.........  $  761.7  $  724.1   $  37.6      5.2

      Long distance service revenues are derived from customer calls
   to locations outside of their local calling areas, but within the
   same Local Access and Transport Area (LATA).  The increase in long
   distance service revenues for 1996 was due primarily to volume and
   rate increases, as well as an increase due to the reclassification
   of certain revenues from the intrastate network access category to
   the long distance category, as discussed previously.
   
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Other.................  $  291.7  $  236.6   $  55.1     23.3

      Other revenues include revenues derived form directory
   advertising, billing and collection services, inside wire
   installation and maintenance services and other miscellaneous
   services.  The increase in other revenues in 1996 was due
   primarily to growth in voice messaging and sales of equipment and
   other nonregulated services, as well as increases in directory
   advertising and inside wire installation and maintenance revenues.
   These increases were partially offset by a decrease in billing and
   collection revenues as certain long distance carriers began direct
   billing of their own customers in 1996.
   
   Operating Expenses
   
      Total operating expenses in 1996 increased by $137.6 million or
   6.5% to $2,244.5 million.  The increase was partially attributable
   to the 1994 work force restructuring, which resulted in a credit
   of $64.9 million ($42.0 million after-tax) in 1995 related
   primarily to settlement gains from lump-sum pension payments to
   former employees, partially offset by fourth quarter charges for
   planned work force reductions due to the data center
   consolidation, increased force costs related to the work force
   restructuring started in 1994 and a charge to write down certain
   data processing equipment in connection with information
   technology restructuring.  Operating expenses also increased as a
   result of increases in depreciation expense and other operating
   expenses, such as cost of sales and uncollectible expenses.  These
   increases were partially offset by a decrease in employee-related
   expenses, as discussed below.
   
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Employee-related
         expenses.............  $  646.0  $  671.4   $ (25.4)    (3.8)

      The decrease in employee-related expenses in 1996 was due
   primarily to decreases in benefit and other employee-related
   expenses, as well as wage rate decreases.  These decreases were
   partially offset by an increase in overtime expense, as well as
   higher payroll taxes.
   
      During September 1995, a union agreement was ratified by the
   Communications Workers of America (CWA).  The new contract and
   wage increases were retroactive to August 6, 1995.  The contract
   includes basic wage increases of 10.9% (compounded at the maximum
   wage rate) over years and a signing bonus of $500 to eligible
   employees upon ratification.  In addition, union employees now
   receive their annual bonuses in the form of Ameritech stock
   instead of cash, beginning with the bonus for 1995 and continuing
   for the remaining years of the labor contract.  The contract
   addresses wages, benefits, pensions, employment security, training
   and retraining and other conditions of employment.  Most of the
   Company's nonmanagement work force (about 85% of total employees)
   is represented by the union.
   
      There were 12,026 employees as of December 31, 1996, compared
   with 12,405 as of December 31, 1995.
      
                                    11
<PAGE>

                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Depreciation and
         amortization.........  $  523.1  $  492.7   $  30.4      6.2

      The increase in depreciation and amortization expense in 1996
   was due to higher average plant balances and the use of higher
   depreciation rates in certain asset categories due to shorter
   depreciable lives established in 1994.
   
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Other operating
         expenses.............  $  931.8  $  872.9   $  58.9      6.7

      The increase in other operating expenses in 1996 was due to
   increases in uncollectibles and other expenses related to
   increased sales efforts for equipment and call management services
   and cost of sales increases primarily related to equipment sales.
   Increased right-to-use fees for switching system software and
   access charges paid to other communications carriers for calls
   completed on their networks also contributed to the increase.
   These increases were partially offset by a decrease in contract
   and professional services, as well as decreases in affiliated
   services expenses, related primarily to systems programming and
   reengineering.  Reduced advertising expenses, due primarily to the
   timing of planned marketing campaigns, also partially offset the
   increases.
   
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Restructuring (credits)
         charges..............  $    -    $  (64.9)  $  64.9    n/a

      As discussed more fully in Note D, the Company significantly
   reduced its nonmanagement work force during 1994 and 1995 by 2,626
   employees.  New employees with different skills were added during
   this period to accommodate growth and meet staffing requirements
   for new business opportunities.  As of December 31, 1995, all
   2,626 employees had left the Company, including 548 leaving in
   1995.  Noncash settlement gains of $63.9 million were recorded in
   1995, associated primarily with lump-sum pension payments to
   former employees, as well as an additional credit of $3.8 million
   associated with the completion of the 1994 restructuring program,
   partially offset by a charge to write down certain data processing
   equipment to net realizable value.
   
      The restructuring program was recorded as follows:
   
                                  Gross
                                 Program  Settlement  Net Program Cost
                                                      ----------------
                                  Cost      Gains    Pretax   After-tax
                                   ----     -----    ------   ---------
    1995......................  $  (1.0)  $ (63.9)  $ (64.9)   $ (42.0)
    1994......................    257.6     (83.2)    174.4      112.9
                                -------   -------   -------    -------
      Program total...........  $ 256.6   $(147.1)  $ 109.5    $  70.9
                                =======   =======   =======    =======

      Additional employees left the Company in 1996 as a result of
   the consolidation of data centers and additional work force
   reductions previously discussed.  No restructuring charges or
   credits were recorded in 1996.
   
      The work force restructuring program reduced annual employee-
   related costs by approximately $50 thousand per departing
   employee.  The projected savings are being partially offset by the
   hiring of new employees to accommodate growth, ensure high quality
   customer service and meet staffing requirements for new business
   opportunities.
   
                                    12
<PAGE>
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Taxes other than
         income taxes.........  $  143.6  $  134.8   $   8.8      6.5

      Taxes other than income taxes consist of property taxes, gross
   receipts taxes and other taxes not directly related to earnings.
   The increase in taxes other than income taxes in 1996 was due
   primarily to increases in property taxes, resulting from higher
   assessed valuation and property tax rates, as well as an increase
   in the Michigan single business tax resulting from higher
   revenues.
   
   Other Income and Expenses
   
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Interest expense......  $   85.1  $   90.3   $  (5.2)    (5.8)

      The decrease in interest expense in 1996 was due primarily to
   lower interest on borrowings from the Ameritech short-term funding
   pool, reflecting lower average short-term debt balances, as well
   as lower miscellaneous interest charges.
   
                                                       Change
                                                       Income   Percent
                                    1996      1995   (Expense)  Change
                                    ----      ----    --------  ------
        Other income,
         net..................  $    9.4  $    3.4   $   6.0    176.5

      Other income, net includes equity in earnings of affiliates,
   interest income and other nonoperating items.  The increase in
   other income, net is due primarily to increases in interest income
   and increased equity earnings from Ameritech Services, Inc.
   
                                                      Increase  Percent
                                    1996      1995   (Decrease) Change
                                    ----      ----    --------  ------
        Income taxes..........  $  316.0  $  259.2   $  56.8     21.9

      The increase in income taxes in 1996 as compared with the prior
   year period was primarily attributable to an increase in pretax
   earnings, partially offset by the tax effect ($22.9 million)
   associated with the work force restructuring credit recorded in
   1995.  Excluding the effects of this item, income taxes increased
   in line with the earnings of the business.
   
                                    13
                                     
   <PAGE>
   
   Other Matters
   
   New accounting pronouncements
   
      In June 1996, the Financial Accounting Standards Board (FASB)
   issued Statement of Financial Accounting Standards (FAS) No. 125,
   "Accounting for Transfers and Servicing of Financial Assets and
   Extinguishments of Liabilities." As amended by FAS 127, this
   statement establishes standards of accounting for transfers of
   assets in which the transferor has some continuing involvement
   with the assets transferred or with the transferee.  It also
   clarifies the accounting for arrangements whereby assets are set
   aside for the extinguishment of a liability.  The statement is
   generally effective for transactions occurring after December 31,
   1996, with early or retroactive application prohibited.  The
   Company does not expect adoption of this standard will have a
   material impact on its financial statements.
   
      In October 1996, the American Institute of Certified Public
   Accountants (AICPA) issued Statement of Position (SOP) 96-1,
   "Environmental Remediation Liabilities." This SOP provides
   authoritative guidance on specific accounting issues related to
   the recognition, measurement, display and disclosure of
   environmental remediation liabilities.  The SOP addresses only
   those actions undertaken in response to a threat of litigation or
   assertion of a claim.  It does not address accounting for
   pollution control costs with respect to current operations or for
   costs of future site restoration or closure required upon
   cessation of operations.  The SOP is effective for fiscal years
   beginning after December 15, 1996.  The Company does not expect
   adoption of this standard will have a material impact on its
   financial statements.
   
   Competition
   
      Because of the 1996 Telecom Act and the 1995 amendments to the
   MTA, the communications landscape is rapidly changing.  These
   changes, among other things, were designed to foster local
   exchange competition by establishing a regulatory framework to
   govern the provision of local and long distance telecommunications
   services.  The 1996 Telecom Act permits the Bell Companies to
   provide interLATA long distance services only after satisfying the
   conditions of the new law for opening local markets to competition
   and demonstrating to the FCC that such provision is in the public
   interest.  For the first time in more than sixty years, all
   communications companies are governed by a new set of rules that
   call for competition and open markets, not regulatory management,
   as the basic business environment.  This public policy change
   opens a host of business opportunities for providers of all forms
   of communications, enabling them to become full service providers
   of voice, video, data, local and long distance services for their
   customers.  As a result of the new law, consumers can expect to
   see more choices and competitive prices for these and other
   services.
   
      With the passage of the Telecom Act, the Company's local
   service markets are being opened to competition from interexchange
   carriers, cable TV providers and other nontraditional local
   service providers.  Interconnection agreements with these
   providers and the applicable regulations require the Company to
   allow access to network elements at cost-based rates or to provide
   services for resale at discounted, wholesale rates.  Competitive
   entry by these providers in some downward pressure on local
   service revenues, as a portion of the Company's revenue shifts
   from local service at retail rates to network access at wholesale
   rates.
   
      The Telecom Act will also bring renewed scrutiny of the current
   universal service funding policy.  Historically, network access
   charges have been used to help local exchange carriers ensure
   universal basic telephone service to all customers.  Modifications
   of this policy by the FCC may result in changes to the Company's
   revenue stream related to network access charges.
   
                                    14
                                     
   <PAGE>
   
      In 1996, the Company signed a significant number of
   interconnection and resale agreements with competitors, paving the
   way for entry into the interLATA long distance market.  However,
   FCC rules require that interLATA long distance service be offered
   by a separate subsidiary of Ameritech.  Accordingly, Ameritech's
   entry into this market will not generate long distance revenues
   for Michigan Bell.  As a result, the potential revenue decline
   brought by local service competition will not be offset at the
   Company by gains in long distance revenue.
   
      It is impossible to predict the specific impact of the Telecom
   Act and other changes in the industry on Michigan Bell's business
   or financial condition.  Notwithstanding the potential for an
   adverse effect on its revenue streams, the Company intends to
   pursue growth opportunities in its local exchange business.
   
   Regulatory environment
   
      On May 1, 1996, AT&T Corp. and MCI Communications Corp. filed a
   joint motion with the MPSC seeking unconditional implementation of
   intraLATA Dial 1+, or the ability to place an intraLATA long
   distance call with an alternate long distance carrier by dialing 1
   before the regular phone number, throughout Michigan on and after
   May 2, 1996 and related relief, including access charge discounts
   for late implementation.
   
      On June 26, 1996, the Commission ordered the Company to either
   (1) implement intraLATA dialing parity in an additional 72% of its
   exchanges by July 26, 1996, and another 17% of its exchanges by
   December 7, 1996, or (2) implement a 55% discount on intraLATA
   access charges for interexchange carriers whose customers must use
   an access code to place an intraLATA toll call in exchanges where
   there was no implementation of dialing parity.  On July 9, 1996,
   the Company filed Motions for Rehearing, Reopening, and Stay of
   Order.  On July 26, 1996, Ameritech implemented the 55% discount
   in access charges pending further legal developments.  The
   discount represents approximately $14.3 million of annual revenue.
   
      On October 7, 1996, the Commission denied the Company's Motions
   for Rehearing, Reopening, and Stay of Order.  On October 11, 1996,
   the Company filed a lawsuit and a Motion for Preliminary
   Injunction in the United States District Court for the Western
   District of Michigan, alleging that the Commission's June 26, 1996
   Order violated sections of the Telecom Act and the Michigan
   Telecommunications Act, as amended, and Ameritech's federally
   protected rights.  A hearing on the Motion for Preliminary
   Injunction was held on October 18, 1996.  On November 4, 1996, the
   Federal Court abstained from deciding the lawsuit as it found that
   this case was based primarily upon a state law issue which should
   be addressed by the Michigan Court of Appeals.  The Company filed
   a Claim of Appeal with the Michigan Court of Appeals on November
   5, 1996.  In December, the Michigan Court of Appeals issued a stay
   of the Commission's orders requiring implementation of dialing
   parity which will continue until the court can hear the entire
   case.  The Michigan Supreme Court declined to vacate the Court of
   Appeals stay or hear the case on the merits.
   
   Private securities litigation reform act safe harbor statement
   
      Except for historical information contained herein, the above
   discussion contains certain forward-looking statements that
   involve potential risks and uncertainties.  The Company's future
   results could differ materially from those discussed herein.
   Factors that could cause or contribute to such differences
   include, but are not limited to, changes in economic and market
   conditions, effects of state and federal regulation and the impact
   of new technologies.  Readers are cautioned not to place undue
   reliance on these forward-looking statements, which speak only as
   of the date hereof.  The Company undertakes no obligation to
   revise or update these forward-looking statements to reflect
   events or circumstances that arise after the date hereof or to
   reflect the occurrence of unanticipated events.
   
                                    15
                                     
   <PAGE>
   
   Item 8.  Financial Statements and Supplementary Data.
   
                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                     
      To the Shareowner of Michigan Bell Telephone Company
   
      We have audited the accompanying balance sheets of Michigan
   Bell Telephone Company (a Michigan Corporation) as of December 31,
   1996 and 1995, and the related statements of income and
   accumulated deficit and cash flows for each of the three years in
   the period ended December 31, 1996.  These financial statements
   and the schedule referred to below are the responsibility of the
   Company's management.  Our responsibility is to express an opinion
   on these financial statements and this schedule based on our
   audits.
   
      We conducted our audits in accordance with generally accepted
   auditing standards.  Those standards require that we plan and
   perform the audit to obtain reasonable assurance about whether the
   financial statements are free of material misstatement.  An audit
   includes examining, on a test basis, evidence supporting the
   amounts and disclosures in the financial statements.  An audit
   also includes assessing the accounting principles used and
   significant estimates made by management, as well as evaluating
   the overall financial statement presentation.  We believe that our
   audits provide a reasonable basis for our opinion.
   
      In our opinion, the financial statements referred to above
   present fairly, in all material respects, the financial position
   of Michigan Bell Telephone Company as of December 31, 1996 and
   1995, and the results of its operations and its cash flows for
   each of the three years in the period ended December 31, 1996, in
   conformity with generally accepted accounting principles.
   
      As discussed in Note I to the financial statements, the Company
   discontinued applying the provisions of Statement of Financial
   Accounting Standards No. 71, "Accounting for the Effects of
   Certain Types of Regulation," in 1994.
   
      Our audits are made for the purpose of forming an opinion on
   the basic financial statements taken as a whole.  The financial
   statement schedule included in Item 14(a)(2) is presented for
   purposes of complying with the Securities and Exchange
   Commission's rules and is not a required part of the basic
   financial statements.  This schedule has been subjected to the
   auditing procedures applied in the audits of the basic financial
   statements and, in our opinion, fairly states in all material
   respects the financial data required to be set forth therein in
   relation to the basic financial statements taken as a whole.
   
                                         ARTHUR ANDERSEN LLP
   Chicago, Illinois
   January 13, 1997
   
                                    16
   
<PAGE>
                      MICHIGAN BELL TELEPHONE COMPANY
               STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                           (Dollars in Millions)
                                     
                                              Year Ended December 31,
                                              -----------------------
                                            1996        1995        1994
                                            ----        ----        ----
 Revenues..........................    $ 3,238.3   $ 2,964.4   $ 2,854.7
                                       ---------   ---------   ---------
 Operating expenses................
   Employee-related expenses.......        646.0       671.4       691.7
   Depreciation and amortization...        523.1       492.7       530.6
   Other operating expenses........        931.8       872.9       859.3
   Restructuring (credits) charges.          -         (64.9)      174.4
   Taxes other than income taxes...        143.6       134.8       123.7
                                       ---------   ---------   ---------
                                         2,244.5     2,106.9     2,379.7
                                       ---------   ---------   ---------
 Operating income..................        993.8       857.5       475.0
 Interest expense..................         85.1        90.3        97.1
 Other income, net.................          9.4         3.4         4.8
                                       ---------   ---------   ---------
 Income before income taxes and
  extraordinary item...............        918.1       770.6       382.7
 Income taxes......................        316.0       259.2       103.4
                                       ---------   ---------   ---------
 Income before extraordinary item..        602.1       511.4       279.3
 Extraordinary item................          -           -        (599.1)
                                       ---------   ---------   ---------
 Net income (loss).................        602.1       511.4      (319.8)
 Reinvested earnings (deficit),
  beginning of year................       (418.2)     (560.3)       21.4
 Less, dividends...................        531.1       369.3       261.9
                                       ---------   ---------   ---------
 Accumulated deficit,
  end of year......................    $  (347.2)  $  (418.2)  $  (560.3)
                                       =========   =========   =========



The accompanying notes are an integral part of the financial statements.

                                    17
<PAGE>

                      MICHIGAN BELL TELEPHONE COMPANY
                              BALANCE SHEETS
                           (Dollars in Millions)
                                     
                                                  As of December 31,
                                                  ------------------
                                                   1996        1995
                                                   ----        ----
  Assets

   Current assets
     Cash and temporary
      cash investments.....................   $     0.2   $     0.1
     Investment in Ameritech
      funding pool.........................         -          17.0
                                              ---------   ---------
                                                    0.2        17.1
     Receivables, net
      Customers and agents
       (less allowance for
       uncollectibles of $52.0 and
       $37.7, respectively)................       708.5       634.2
      Ameritech and affiliates.............         9.8         9.2
      Other................................        19.1        20.7
     Material and supplies.................         6.5         7.4
     Prepaid and other.....................        11.5        22.1
                                              ---------   ---------
                                                  755.6       710.7
                                              ---------   ---------
   Property, plant and equipment
     In service............................     8,042.5     7,737.1
     Under construction....................        30.1        38.8
                                              ---------   ---------
                                                8,072.6     7,775.9
     Less, accumulated depreciation........     5,031.6     4,657.7
                                              ---------   ---------
                                                3,041.0     3,118.2
                                              ---------   ---------
   Investments, principally
    in affiliates..........................        69.7        68.7
   Other assets and deferred charges.......       271.5       238.0
                                              ---------   ---------
  Total assets.............................   $ 4,137.8   $ 4,135.6
                                              =========   =========
  Liabilities and shareowner's equity

   Current liabilities
     Debt maturing within one year
      Ameritech............................   $   138.3   $     -
      Other................................         2.1        38.0
     Accounts payable
      Ameritech Services, Inc. (ASI).......       114.8       116.8
      Ameritech and affiliates.............        34.8        31.0
      Other................................       140.9       197.1
     Other current liabilities.............       276.6       415.5
                                              ---------   ---------
                                                  707.5       798.4
                                              ---------   ---------
   Long-term debt..........................     1,094.2     1,093.1
                                              ---------   ---------
   Deferred credits and other long-term liabilities
     Accumulated deferred
      income taxes.........................       134.8       105.7
     Unamortized investment
      tax credits..........................        47.5        55.9
     Postretirement benefits
      other than pensions..................       675.1       676.2
     Long-term payable to ASI..............        20.1        21.5
     Other.................................        65.5        62.7
                                              ---------   ---------
                                                  943.0       922.0
                                              ---------   ---------
   Shareowner's equity
     Common stock ($14 2/7 par value;
      120,810,000 shares
      authorized; 120,526,415
      issued and outstanding)..............     1,721.8     1,721.8
     Proceeds in excess of par value.......        18.5        18.5
     Accumulated deficit....................     (347.2)     (418.2)
                                              ---------   ---------
                                                1,393.1     1,322.1
                                              ---------   ---------
  Total liabilities and
   shareowner's equity.....................   $ 4,137.8   $ 4,135.6
                                              =========   =========
  
  
  The accompanying notes are an integral part of the financial statements.
                                     
                                    18

<PAGE>
                      MICHIGAN BELL TELEPHONE COMPANY
                         STATEMENTS OF CASH FLOWS
                           (Dollars in Millions)
                                     
                                              Year Ended December 31,
                                              -----------------------
                                            1996        1995        1994
                                            ----        ----        ----
Cash flows from operating activities:
 Net income (loss).................    $   602.1   $   511.4   $  (319.8)
 Adjustments to net income (loss):
   Extraordinary item, net of tax..          -           -         599.1
   Restructuring (credits) charges,
    net of tax.....................          -         (42.0)      112.9
   Depreciation and amortization...        523.1       492.7       530.6
   Deferred income taxes, net......         18.5        16.5        15.1
   Investment tax credits, net.....         (8.4)      (13.9)      (14.9)
   Capitalized interest............         (1.9)       (1.7)       (1.5)
   Change in accounts receivable...        (73.3)     (128.5)      (39.2)
   Change in material and supplies.         (5.7)       15.8        (2.4)
   Change in certain other
    current assets.................         10.6         5.1        (2.9)
   Change in accounts payable......        (54.4)       25.2        60.7
   Change in certain other
    current liabilities............         13.2       (15.2)      (71.1)
   Change in certain noncurrent
    assets and liabilities.........        (35.4)      (43.8)      (52.4)
   Other operating activities, net.         (9.6)       (2.9)       (1.6)
                                       ---------   ---------   ---------
Net cash from operating
  activities.......................        978.8       818.7       812.6
                                       ---------   ---------   ---------

Cash flows from investing activities:
 Capital expenditures, net.........       (433.3)     (379.2)     (363.2)
 Proceeds from (cost of)
   disposals of property,
   plant and equipment, net........         (1.8)       (4.2)        2.1
 Other investing activities, net...          0.3         0.5         -
                                       ---------   ---------   ---------
Net cash from investing
  activities.......................       (434.8)     (382.9)     (361.1)
                                       ---------   ---------   ---------

Cash flows from financing activities:
 Intercompany financing, net.......        138.3      (193.6)     (189.3)
 Change in short-term debt    .....         (0.8)        1.5         -
 Issuances of long-term debt.......          -           -           4.5
 Retirements of long-term debt.....        (36.5)       (2.3)       (7.6)
 Dividend payments.................       (661.9)     (238.5)     (261.9)
                                       ---------   ---------   ---------
Net cash from financing
  activities.......................       (560.9)     (432.9)     (454.3)
                                       ---------   ---------   ---------

Net increase (decrease) in cash and
  temporary cash investments.......        (16.9)        2.9        (2.8)
Cash and temporary cash
  investments, beginning of year...         17.1        14.2        17.0
                                       ---------   ---------   ---------
Cash and temporary cash
  investments, end of year.........    $     0.2   $    17.1   $    14.2
                                       =========   =========   =========



The accompanying notes are an integral part of the financial statements.

                                    19

<PAGE>
                      MICHIGAN BELL TELEPHONE COMPANY
                       NOTES TO FINANCIAL STATEMENTS
                           (Dollars in Millions)
                                     
   A. Significant Accounting Policies
   
      Nature of Operations - Michigan Bell Telephone Company (the
   Company) is a wholly owned subsidiary of Ameritech Corporation
   (Ameritech).  Ameritech is the parent of the Company, Illinois
   Bell Telephone Company, Indiana Bell Telephone Company,
   Incorporated, The Ohio Bell Telephone Company and Wisconsin Bell,
   Inc. (referred to collectively as the "Ameritech landline
   communications subsidiaries").  The Company provides a wide
   variety of communications services in Michigan, including local
   exchange and toll service, network access and telecommunications
   products.
   
      See discussion of competition and significant new legislation
   in Other Matters in Management's Discussion and Analysis of
   Results of Operations.
   
      Basis of Accounting - The financial statements have been
   prepared in accordance with generally accepted accounting
   principles (GAAP) and include all accounts of the Company.  In
   1994, the Company discontinued following accounting prescribed by
   Statement of Financial Accounting Standards No. 71 (FAS 71),
   "Accounting for the Effects of Certain Types of Regulation." (See
   Note I).
   
      Use of Estimates - The preparation of financial statements in
   conformity with GAAP requires management to make estimates and
   assumptions that affect the reported amounts of assets and
   liabilities as of the date of the financial statements and the
   reported amounts of revenues and expenses during the reporting
   period.  Actual results could differ from those estimates.
   
      Transactions with Affiliates - The Company has various
   agreements with affiliated companies.  Below is a description of
   the significant arrangements followed by a table of the amounts
   involved.
   
      1.  Ameritech Services, Inc. (ASI) - ASI, an Ameritech-
   controlled affiliate in which the Company has 26% ownership,
   provides planning, development, management, procurement and
   support services to all of the Ameritech landline communications
   subsidiaries.  The Company also provides certain services and
   facilities to ASI.
   
                                        1996        1995       1994
                                        ----        ----       ----
    Purchases of
     materials and charges
     for services from ASI.....    $   637.8   $   651.3   $  605.7
    Recovery of
     costs for services
     provided to ASI ..........         11.9        12.9       15.9
   
      2.  Ameritech (the Company's parent) - Ameritech provides
   various administrative, planning, financial and other services to
   the Company.  These services are billed to the Company at cost.
   
                                        1996        1995       1994
                                        ----        ----       ----
    Charges incurred...........    $    34.6   $    31.6   $   29.2
   
                                    20
                                     
   <PAGE>
   
      3.  Ameritech Publishing, Inc. (API), a wholly owned subsidiary
   of Ameritech doing business as Ameritech Advertising Services -
   The Company has had an agreement with API under which the Company
   furnishes to API certain services and data to be used by API in
   producing and distributing classified and alphabetical
   directories.  In exchange, the Company receives a fixed subsidy
   plus compensation for the services and data.  In December 1996,
   API provided notification that it was terminating the agreement.
   It is anticipated that Michigan Bell and API will negotiate
   another agreement.
   
                                        1996        1995       1994
                                        ----        ----       ----
    Fees paid to the Company
     by API....................    $    82.1   $    86.4   $  109.3
    Fees paid by the Company
     to API....................          0.7         0.6       14.5
   
      4.  Ameritech Information Systems, Inc. (AIS), a wholly owned
   subsidiary of Ameritech - The Company reimburses AIS for costs
   incurred by AIS in connection with the sale of network services by
   AIS employees.
   
                                        1996        1995       1994
                                        ----        ----       ----
    Charges incurred...........    $    30.8   $    18.9   $   16.0
   
      5.  Bell Communications Research, Inc. (Bellcore) - Bellcore
   provides research and technical support to the Company.  ASI has a
   one-seventh ownership interest in Bellcore and bills the Company
   for costs.
   
                                        1996        1995       1994
                                        ----        ----       ----
    Charges incurred...........    $    23.3   $    24.3   $   28.7
   
      Property, Plant and Equipment - Property, plant and equipment
   are stated at original cost.  The provision for depreciation is
   based principally on the straight-line remaining life and the
   straight-line equal life group methods of depreciation applied to
   individual categories of property, plant and equipment with
   similar characteristics.  As a result of the discontinuation of
   applying FAS 71 in 1994, the Company recognized shorter, more
   economically realistic lives and increased its accumulated
   depreciation balance by $984.8 million.  (See Note I).
   
      The following is a summary of average lives (in years) before
   and after the discontinuation of FAS 71:
   
       Asset Category                       Before      After
       --------------                        ------      -----
       Central office equipment
       Digital switching...............         17          7
       Analog switching................    up to 4   obsolete
       Circuit accounts................       8-12          7
       Copper and fiber cable
        and wire facilities ...........      20-32         15
       All other.......................    various    various
      
      Generally, when depreciable plant is retired, the amount at
   which such plant has been carried in property, plant and equipment
   in service is charged to accumulated depreciation.  The cost of
   maintenance and repairs of plant is charged to expense.
   
                                    21
                                     
   <PAGE>
   
      Investments - The Company's investment in ASI (26% ownership
   and $68.4 million as of December 31, 1996) is reflected in the
   financial statements using the equity method of accounting.  All
   other investments are carried at cost.  Derivative transactions,
   if any, are executed by Ameritech.  The Company had no derivative
   transactions in 1996 or 1995.
   
      Material and Supplies - Inventories of new and reusable
   material and supplies are stated at the lower of cost or market
   with cost generally determined on an average cost basis.
   
      Income Taxes - The Company is included in the federal income
   tax return filed by Ameritech and its subsidiaries.  The Company's
   provision for income taxes is determined effectively on a separate
   company basis.
   
      Deferred tax assets and liabilities are determined at the end
   of each period based on differences between the financial
   statement bases of assets and liabilities and the tax bases of
   those same assets and liabilities, using the currently enacted
   statutory tax rates.  Deferred income tax expense is measured by
   the change in the net deferred income tax asset or liability
   during the year.
   
      The Company uses the deferral method of accounting for
   investment tax credits whereby credits realized are being
   amortized as reductions in tax expense over the life of the plant
   that gave rise to the credits.
   
      Temporary Cash Investments - Temporary cash investments are
   stated at cost which approximates market value.  The Company
   considers all highly liquid, short-term investments with an
   original maturity of three months or less to be cash equivalents.
   
      Advertising Costs - Advertising costs are generally charged to
   operations as incurred.
   
      Revenue Recognition - Revenues are generally recognized as
   services are provided or products are delivered to customers.
   Certain local telephone revenues are billed in advance, resulting
   in deferred revenues.
   
      Short-Term Financing Arrangement - Ameritech provides short-
   term financing and cash management services to its subsidiaries,
   including the Company.  Ameritech issues commercial paper and
   notes and secures bank loans to fund the working capital
   requirements of its subsidiaries and invests short-term excess
   funds on their behalf. (See Note E).
   
      The results were as follows:
   
                                        1996        1995       1994
                                        ----        ----       ----
    Interest charged to the Company
     by Ameritech
     for financing.............    $     2.7   $     5.6   $   13.0
   
    Cash management interest
     income earned
     by the Company............          0.9         0.2        -
   
      Reclassifications - Certain reclassifications were made to the
   December 31, 1995 balances to correspond to the presentation as of
   December 31, 1996.
   
                                    22
                                     
   <PAGE>
   
   B. Income Taxes
   
      The components of income tax expense follow:
   
                                           1996        1995        1994
                                           ----        ----        ----
   Federal
     Current........................  $   302.8   $   231.4   $   162.7
     Deferred, net...................      19.2        39.1       (45.9)
     Investment tax credits, net.....      (8.4)      (13.9)      (14.9)
                                      ---------   ---------   ---------
   Total.............................     313.6       256.6       101.9
                                       ---------   ---------   ---------
   State and Local
     Current.........................       3.1         2.3         2.0
     Deferred, net...................      (0.7)        0.3        (0.5)
                                      ---------   ---------   ---------
     Total...........................       2.4         2.6         1.5
                                       ---------   ---------   ---------
   Total income tax expense.......... $   316.0   $   259.2   $   103.4
                                       =========   =========   =========
      
      
      Total income taxes paid were $301.6 million, $232.9 million,
   and $211.9 million in 1996, 1995 and 1994, respectively.
   
      The following is a reconciliation between the statutory federal
   income tax rate for each of the past three years and the Company's
   effective tax rate:
   
                                            1996        1995        1994
                                            ----        ----        ----
   Statutory federal income
    tax rate.........................      35.0%       35.0%       35.0%
   
   State income taxes, net of
    federal benefit..................       0.2         0.2         0.3
   
   Reduction in tax expense due to
      amortization of investment tax
      credits........................      (0.6)       (1.2)       (3.9)
      
   Benefit of tax rate differential applied
      under FAS 71 applied to reversing
    temporary differences............       -           -          (3.3)
   
   Other.............................      (0.2)       (0.4)       (1.1)
                                       ---------   ---------   ---------

   Effective income tax rate.........      34.4%       33.6%       27.0%
                                       =========   =========   =========
      
      
                                    23
                                     
   <PAGE>
   
      As of December 31, 1996 and 1995 the components of long-term
   accumulated deferred income taxes were as follows:
   
                                                1996        1995
                                                ----        ----
       Deferred tax assets
        Postretirement and
         postemployment benefits  .....     $  256.5    $  261.1
        Other..........................          9.7        15.4
                                            --------    --------
                                               266.2       276.5
                                            --------    --------
       Deferred tax liabilities
        Accelerated depreciation.......        315.6       314.7
        Prepaid pension cost...........         83.1        63.5
        Other..........................          2.3         4.0
                                            --------    --------
                                               401.0       382.2
                                            --------    --------
       Net deferred tax liability .....     $  134.8    $  105.7
                                            ========    ========

      Deferred income taxes in current assets and liabilities relate
   primarily to temporary differences resulting from vacation pay,
   uncollectibles and work force restructuring.  The Company had
   immaterial valuation allowances against certain deferred tax
   assets as of December 31, 1996 and 1995.
   
   C.  Property, Plant and Equipment
   
      The components of property, plant and equipment are as follows:
   
                                                1996        1995
                                                ----        ----
       Land............................     $   27.5    $   28.7
       Buildings.......................        639.1       633.0
       Central office equipment........      3,177.0     3,016.0
       Cable, wiring and conduit.......      3,830.3     3,684.5
       Other...........................        368.6       374.9
                                            --------    --------
                                             8,042.5     7,737.1
       Under construction..............         30.1        38.8
                                            --------    --------
                                             8,072.6     7,775.9
       Less, accumulated depreciation..      5,031.6     4,657.7
                                            --------    --------
                                            $3,041.0    $3,118.2
                                            ========    ========

      Depreciation expense on property, plant and equipment was
   $523.1 million, $492.7 million and $530.6 million in 1996, 1995
   and 1994, respectively.
   
                                    24
                                     
   <PAGE>
   
   D. Employee Benefit Plans
   
      Pension Plans - Ameritech maintains noncontributory defined
   benefit pension plans covering substantially all of the Company's
   employees and death benefit plans for nonmanagement employees.
   Pension credits are allocated to subsidiaries based upon the
   percentage of compensation for the management plan and per
   employee for the nonmanagement plan.  The Company's funding policy
   is to contribute annually an amount up to the maximum amount that
   can be deducted for federal income tax purposes.  However, due to
   the funded status of the plans, no contributions have been made
   for the years reported below.  The following data provides
   information on the Company's credits for the Ameritech plans:
   
                                        1996        1995       1994
                                        ----        ----       ----
    Pension credits............    $   (34.1)  $   (27.9)  $  (50.0)
    Current year credits
     as a percent of
     salaries and wages........         (6.3)%      (5.2)%     (8.6)%

      Pension credits were determined using the projected unit credit
   actuarial method.  The resulting pension credits are primarily
   attributable to favorable investment performance and the funded
   status of the plans.
   
      Certain disclosures are required to be made of the components
   of pension credits and the funded status of the plans, including
   the actuarial present value of accumulated plan benefits,
   accumulated projected benefit obligation and the fair value of
   plan assets.  Such disclosures are not presented for the Company
   because the structure of the Ameritech plans does not permit the
   plans' data to be readily disaggregated.
   
      The assets of the Ameritech plans consist principally of debt
   and equity securities, fixed income investments and real estate.
   As of December 31, 1996, the fair value of plan assets available
   for plan benefits exceeded the projected benefit obligation
   (calculated using a discount rate of 7.5% and 6.9% as of December
   31, 1996 and 1995, respectively).  The assumed long-term rate of
   return on plan assets used in determining pension credits (or
   income) was 8.0% for 1996 and 7.25% for 1995 and 1994.  The
   assumed increase in future compensation, also used in the
   determination of the projected benefit obligation, was 4.2% in
   1996 and 4.5% in 1995.
   
      Postretirement Benefits Other Than Pensions - Ameritech
   sponsors health care and life insurance plans which provide
   noncontributory postretirement benefits to substantially all of
   the Company's retirees and their dependents.  Ameritech accrues
   the cost of postretirement benefits granted to employees as
   expense over the period in which the employee renders service and
   becomes eligible to receive benefits.  The cost of postretirement
   health care and life insurance benefits for current and future
   retirees is recognized as determined under the projected unit
   credit actuarial method.  Ameritech allocates its retiree health
   care cost on a per participant basis, whereas group life insurance
   is allocated based on compensation levels.
   
      Ameritech has provided for part of the cost of these plans by
   making contributions for health care benefits to voluntary
   employee benefit association trust funds (VEBAs) and maintains
   retirement funding accounts (RFAs) to provide life insurance
   benefits.  Ameritech intends to continue to fund the nonmanagement
   VEBA.  Funding of the management VEBA was suspended effective in
   1994.  The nonmanagement VEBA and the RFAs earn income without
   tax.  Plan assets consist principally of corporate securities and
   bonds.
   
      Certain disclosures are required as to the components of
   postretirement benefit costs and the funded status of the plans.
   Such disclosures are not presented for the Company as the
   structure of the Ameritech plans does not permit the data to be
   readily disaggregated.  However, the Company has been advised by
   Ameritech as to the following assumptions used in determining FAS
   106 costs.  As of December 31, 1996, the accumulated
   postretirement benefit obligation exceeded the fair value of plan
   assets available for plan benefits.  The assumed discount rate
   used to measure
   
                                    25
                                     
   <PAGE>
   
   the accumulated postretirement benefit obligation was 7.5% as of
   December 31, 1996 and 6.9% as of December 31, 1995.  The assumed
   rate of increase in future compensation levels was 4.2% in 1996
   and 4.5% in 1995.  The expected long-term rate of return on plan
   assets was 8.0% in 1996 and 7.25% in 1995 and 1994 on VEBAs, and
   8.0% in 1996, 1995 and 1994 on RFAs.  The assumed health care cost
   trend rate in 1996 was 8.4% and 8.8% in 1995, and is assumed to
   decrease gradually to 4.0% in 2007 and remain at that level.  The
   assumed health care cost trend rate is 8.0% for 1997.  The health
   care cost trend rate has a significant effect on the amounts
   reported for costs each year, as well as on the accumulated
   postretirement benefit obligation.  Specifically, increasing the
   assumed health care cost trend rate by one percentage point in
   each year would have increased the 1996 annual expense by
   approximately 15.6%.
   
      Postretirement benefit cost under FAS 106 was $72.6 million in
   1996, $66.4 million in 1995 and $67.5 million in 1994.
   
      As of December 31, 1996, the Company had approximately 13,000
   retirees eligible to receive health care and group life insurance
   benefits.
   
      Work Force and Other Restructuring - During March 1994,
   Ameritech announced a plan to restructure its existing
   nonmanagement work force.  As of December 31, 1995, 2,626
   employees had left the Company as a result of this restructuring.
   See additional discussion in Management's Discussion and Analysis
   of Results of Operations.
   
      As a result of this restructuring, a pretax charge of $174.4
   million, or $112.9 million after-tax, was recorded in 1994.  In
   1995, a credit of $64.9 million, or $42.0 million after-tax, was
   recorded resulting primarily from settlement gains from lump-sum
   pension payments to former employees, net of additional
   restructuring charges of $11.5 million recorded in the fourth
   quarter of 1995.  The fourth quarter restructuring charges
   included $8.7 million associated with increased force costs
   related to the restructuring started in 1994, as well as planned
   work force reductions due to consolidation of Ameritech's data
   centers.  In connection with this consolidation, an additional
   $2.8 million was recorded to write down certain data processing
   equipment to estimated net realizable value.  The cumulative gross
   program cost through December 31, 1995 totaled $256.6 million,
   partially offset by settlement gains of $147.1 million for an
   aggregate pretax net program cost of $109.5 million, or $70.9
   million after-tax.
   
      Management Work Force Reductions - Effective January 1, 1995,
   management employees who are asked to leave the Company will
   receive a severance payment under the Management Separation
   Benefit Program (MSBP).  The Company accounts for this benefit in
   accordance with FAS 112, "Employers' Accounting for Postemployment
   Benefits," accruing the separation cost when incurred.  The number
   of employees leaving the Company under the MSBP and the
   predecessor plan was 96 in 1996, 59 in 1995 and 193 in 1994.
   
      Settlement gains result from the payment of lump-sum
   distributions from the pension plan to former employees and are
   recorded as a credit to other operating expense.  Settlement
   gains, net of termination costs, under the plans were $8.1
   million, $6.9 million and $9.9 million in 1996, 1995 and 1994,
   respectively.  The involuntary plans are funded from Company
   operations and required cash payments of $2.4 million, $1.6
   million and $7.1 million in 1996, 1995 and 1994, respectively.
   
                                    26
                                     
   <PAGE>
   
   E. Debt Maturing Within One Year
   
      Debt maturing within one year is included as debt in the
   computation of debt ratios and consisted of the following as of
   December 31:
   
                                                1996        1995
                                                ----        ----
       Notes payable - Ameritech.......     $  138.3    $    -
        Long-term debt maturing
        within one year................          2.1        38.0
                                            --------    --------
       Total...........................     $  140.4    $   38.0
                                            ========    ========

       Weighted average interest
        rate of notes payable,
        year-end.......................          5.4%        -
                                            ========    ========

   F.  Long-Term Debt
   
      Long-term debt consists principally of debentures and notes
   issued by the Company.
   
      The following table sets forth interest rates, scheduled
   maturities and other information on long-term debt outstanding as
   of December 31:
   
                                                       1996        1995
                                                       ----        ----
   Thirty-seven year 6 3/8% debentures,
     due February 1, 2005....................     $   125.0   $   125.0
   Forty year 7% debentures,
     due November 1, 2012....................          75.0        75.0
   Thirty year 7 1/2% debentures,
     due February 15, 2023...................         200.0       200.0
   Forty year 7 3/4% debentures,
     due June 1, 2011  ......................         150.0       150.0
   Thirty year 7.85% debentures,
     due January 15, 2022....................         200.0       200.0
   Ten year 6 3/8% notes,
     due September 15, 2002..................         100.0       100.0
   Seven year 5 7/8% notes,
     due September 15, 1999..................         150.0       150.0
   Ten year 9 1/4% notes,
     due November 15, 1998...................         100.0       100.0
                                                  ---------   ---------
                                                    1,100.0     1,100.0
   Capital lease obligations.................           3.8         3.5
   Unamortized discount, net.................          (9.6)      (10.4)
                                                  ---------   ---------
   Total.....................................     $ 1,094.2   $ 1,093.1
                                                  =========   =========
      
      
      The Company filed a registration statement with the Securities
   and Exchange Commission for the issuance of up to $450.0 million
   in unsecured debt securities for general corporate purposes.  As
   of December 31, 1996, none of these securities had been issued.
   
      Over the next five years, the 9 1/4% ten year notes ($100
   million) mature in November 1998 and the 5 7/8% seven year notes
   ($150 million) mature in September 1999.
   
                                    27
                                     
   <PAGE>
   
   G. Lease Commitments
   
      The Company leases certain facilities and equipment used in its
   operations under both operating and capital leases.  Rental
   expense under operating leases was $36.5 million, $39.2 million
   and $35.3 million for 1996, 1995 and 1994, respectively.  As of
   December 31, 1996, the aggregate minimum rental commitments under
   noncancelable leases were approximately as follows:
   
       Years                              Operating    Capital
       -----                              ---------    -------
       1997 ...........................     $  16.8    $   2.1
       1998 ...........................        11.2        1.5
       1999 ...........................         7.7        1.4
       2000 ...........................         4.9        1.2
       2001 ...........................         4.2        0.5
       Thereafter .....................         1.8        1.5
                                            -------    -------
       Total minimum lease commitments.     $  46.6    $   8.2
                                            =======
       Less:  amount representing
                executory costs........                    1.6
              amount representing
                interest costs.........                    1.5
                                                       -------
       Present value of minimum
        lease payments ................                $   5.1
                                                       =======

   H.  Financial Instruments
   
      The following table presents the estimated fair value of the
   Company's financial instruments as of December 31, 1996 and 1995:
   
                                                     1996
                                                -------------
                                            Carrying      Fair
                                              Value      Value
                                              -----      -----
       Cash and temporary cash
        investments....................    $    0.2   $    0.2
       Debt ...........................     1,262.6    1,264.3
       Long-term payable to ASI
        (for postretirement benefits)..        20.1       20.1
       Other assets....................         4.5        4.5
       Other liabilities...............         6.9        6.9

                                                     1995
                                                -------------
                                            Carrying      Fair
                                              Value      Value
                                              -----      -----
       Cash and temporary cash
        investments....................    $   17.1   $   17.1
       Debt ...........................     1,160.7    1,232.6
       Long-term payable to ASI
        (for postretirement benefits)..        21.5       21.5
       Other assets....................         3.9        3.9
       Other liabilities...............        19.3       19.3

      The following methods and assumptions were used to estimate the
   fair value of financial instruments:
   
      Cash and temporary cash investments - The carrying value
   approximates fair value because of the short-term maturity of
   these instruments.
   
      Debt -  The carrying amount (including accrued interest) of
   debt maturing within one year approximates fair value because of
   the short-term maturities involved.  The fair value of long-term
   debt was estimated based on the year-end quoted market price for
   the same or similar issues.
   
                                    28
                                     
   <PAGE>
   
      Other assets and liabilities - These financial instruments
   consist primarily of other investments and customer deposits.  The
   fair values of these items are based on expected cash flows or, if
   available, quoted market prices.
   
      Long-term payable to ASI (for postretirement benefits) -
   Carrying value approximates fair value.
   
   I. Discontinuation of Regulatory Accounting - FAS 71
   
      In 1994, having achieved price regulation and recognizing
   increased competition, the Company concluded that GAAP prescribed
   by FAS 71 was no longer appropriate.
   
      As a result of discontinuing the application of FAS 71, the
   Company recorded an extraordinary noncash after-tax charge of
   $599.1 million in 1994.  The following table is a summary of the
   extraordinary charge.
   
                                              Pretax   After-Tax
                                              ------   ---------
     Increase to the accumulated
      depreciation balance.............     $  984.8    $  637.6
     Elimination of other
      net regulatory assets............         16.6        11.0
     Tax-related net regulatory
      liabilities......................          -         (40.4)
     Accelerated amortization of
      tax credits......................          -          (9.1)
                                            --------    --------
                                            $1,001.4    $  599.1
                                            ========    ========


      The adjustment of $984.8 million to net property, plant and
   equipment was necessary because estimated useful lives and
   depreciation methods historically prescribed by regulators did not
   keep pace with technological changes and differed significantly
   from those used by nonregulated enterprises.  Plant balances were
   adjusted by increasing the accumulated depreciation balance.  The
   necessary adjustment was determined by a discounted cash flow
   analysis which considered technological changes, capital
   requirements and estimated impacts of future competition.  To
   corroborate this study, a depreciation reserve study was also
   performed that identified inadequate accumulated depreciation
   levels by individual asset categories.  The Company believes these
   levels developed over the years as a result of the systematic
   underdepreciation of assets resulting from the regulatory process.
   
      When adjusting its net property, plant and equipment, the
   Company gave effect to shorter, more economically realistic lives,
   as previously outlined in Note A.
   
      The discontinuation of FAS 71 also required the Company to
   eliminate from its balance sheet the effects of any actions of
   regulators that had been recognized as assets and liabilities
   pursuant to FAS 71, but would not have been recognized as assets
   and liabilities by nonregulated enterprises.  The elimination of
   other net regulatory assets primarily related to certain deferred
   vacation pay, debt financing costs and certain deferred assets.
   
      Additionally, at the time the Company discontinued the
   application of FAS 71, the income tax-related regulatory assets
   and liabilities were eliminated and deferred tax balances adjusted
   to reflect application of FAS 109, "Accounting for Income Taxes",
   consistent with other nonregulated enterprises.  As asset lives
   were shortened, the related unamortized investment tax credits
   deemed already earned were credited to income.
   
   J.  Stock Options
   
      During 1995, the Financial Accounting Standards Board issued
   FAS 123, "Accounting for Stock-Based Compensation."  This
   pronouncement requires that Ameritech calculate the value of stock
   options at the date of grant using an option pricing model.
   Ameritech elected the "pro forma, disclosure only" option
   permitted under FAS 123, instead of recording a charge to
   operations.  Certain Company management personnel receive
   Ameritech stock options; however, the portion of the option
   programs allocable to Company employees is not significant.
   
                                    29
                                     
   <PAGE>
   
   K.  Additional Financial Information
   
                                                  As of December 31,
                                                  ------------------
                                                   1996        1995
                                                   ----        ----
   Balance Sheets
   Other current liabilities:
     Accrued payroll.......................   $    18.8   $    22.5
     Compensated absences..................        44.2        43.6
     Accrued taxes.........................       130.7       117.8
     Income taxes deferred one year........       (26.4)      (15.9)
     Advance billings and customer
       deposits............................        64.8        55.1
     Dividend payable......................         -         130.8
     Accrued interest......................        25.3        26.0
     Other.................................        19.2        35.6
                                              ---------   ---------
      Total................................   $   276.6   $   415.5
                                              =========   =========

      Advertising and promotions costs were $37.4 million, $42.1
   million and $37.9 million in 1996, 1995 and 1994, respectively.
   Interest paid was $87.7 million, $91.9 million and $97.3 million
   in 1996, 1995 and 1994, respectively.
   
      Revenues from AT&T, consisting principally of interstate
   network access and billing and collection services revenues,
   comprised approximately 11% of total revenues in 1994.  No other
   customer accounted for more than 10% of total revenues.  No
   customer accounted for more than 10% of revenues in either 1996 or
   1995.
   
   L.  Other Income, Net
   
      The components of other income, net were as follows:
   
                                       1996        1995        1994
                                       ----        ----        ----
   Equity in earnings of ASI..    $    10.0   $     9.4   $    13.1
   Other, net.................         (0.6)       (6.0)       (8.3)
                                  ---------   ---------   ---------
     Total....................    $     9.4   $     3.4   $     4.8
                                  =========   =========   =========

   M.  Quarterly Financial Information (Unaudited)
   
                                          Operating     Net
                               Revenues    Income     Income
                               --------    ------     ------
   1996
   ----
    First Quarter.............  $ 788.8   $ 236.5   $ 143.3
    Second Quarter............    800.6     244.0     146.3
    Third Quarter.............    815.6     249.6     149.8
    Fourth Quarter............    833.3     263.7     162.7
                                -------   -------   -------
      1996 Total..............  $3,238.3  $ 993.8   $ 602.1
                                =======   =======   =======

   1995
   ----
    First Quarter.............  $ 705.3   $ 248.8   $ 148.4
    Second Quarter............    736.4     214.7     128.0
    Third Quarter.............    748.9     206.5     121.7
    Fourth Quarter............    773.8     187.5     113.3
                                -------   -------   -------
      1995 Total..............  $2,964.4  $ 857.5   $ 511.4
                                =======   =======   =======
                                    30

   <PAGE>
   
      Total nonmanagement work force restructuring credits in 1995
   were $64.9 million or $42.0 million after-tax as follows: $72.8
   million or $47.1 million after-tax in the first quarter, $2.5
   million or $1.6 million after-tax in the third quarter and a net
   charge of $10.4 million or $6.7 million after-tax in the fourth
   quarter.  The fourth quarter restructuring charge includes costs
   related to the restructuring started in 1994 and charges relating
   to the consolidation of Ameritech's data centers as discussed more
   fully in Note D.
   
      All adjustments necessary for a fair statement of results for
   each period have been included.
   
   N.  Calculation of Ratio of Earnings to Fixed Charges
   
      The ratio of earnings to fixed charges of the Company for the
   years ended December 31, 1996, 1995, 1994, 1993 and 1992 was
   10.55, 8.59, 4.69, 5.22 and 4.74, respectively.
   
      For the purpose of calculating this ratio, (i) earnings have
   been calculated by adding to income before interest expense and
   extraordinary item, the amount of related taxes on income, the
   Single Business Tax, the portion of rentals representative of the
   interest factor and undistributed equity earnings, (ii) the
   Company considers one-third of rental expense to be the amount
   representing return on capital, and (iii) fixed charges comprise
   total interest expense, capitalized interest and such portion of
   rentals.
   
   Item 9.  Changes in and Disagreements with Accountants on Accounting
   and          Financial Disclosure.
   
      No changes in or disagreements with accountants on any matter
   of accounting principles or practices, financial statement
   disclosure or auditing scope or procedure occurred during the
   period covered by this annual report.
   
                                    31

   <PAGE>
   
                                  PART IV
                                     


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.


(a)  Documents filed as part of the report:
 
    (1) Financial Statements:
 
                                                                  Page
                                                                  ----
        Selected Financial and Operating Data.....................   9
        Report of Independent Public Accountants..................  16
        Statements:
          Statements of Income and Accumulated Deficit............. 17
          Balance Sheets..........................................  18
          Statements of Cash Flows................................  19
          Notes to Financial Statements...........................  20
 
    (2) Financial Statement Schedule:
 
        II  Valuation and Qualifying Accounts.....................  35
 
      Financial statement schedules other than the one listed above
   have been omitted because the required information is contained in
   the financial statements and notes thereto, or because such
   schedules are not required or applicable.
   
     (3) Exhibits
 
      Exhibits identified in parentheses below, on file with the SEC,
   are incorporated herein by reference as exhibits hereto.
   
   Exhibit
   Number
   ------
    3 -   Articles of Incorporation of the Company as amended March
          26, 1990, and By-laws of the Company as amended May 7,
          1992 (Exhibit 3 to Form 10-K for 1993, File No. 1-3499).
    
    4 -   No instrument which defines the rights of holders of long
          and intermediate term debt of the Company is filed
          herewith pursuant to Regulation S-K, Item
          601(b)(4)(iii)(A).  Pursuant to this regulation, the
          Company hereby agrees to furnish a copy of any such
          instrument to the SEC upon request.
    
    10 -  Reorganization and Divestiture Agreement between American
          Telephone and Telegraph Company, American Information
          Technologies Corporation and Affiliates, dated as of
          November 1, 1983 (Exhibit 10a to Form 10-K for 1983 for
          American Information Technologies Corporation, File No. 1-
          8612).
    
    12 -  Computation of ratio of earnings to fixed charges for the
          five years ended December 31, 1996.
    
    23 -  Consent of Arthur Andersen LLP.
    
    27 -  Financial Data Schedule for the year ended December 31,
          1996.
 
                                    32
<PAGE>

(b)  Reports on Form 8-K:

      No Form 8-K was filed by the registrant during the fourth
   quarter of 1996.
   
                                    33
                                     
<PAGE>

                                SIGNATURES
                                ----------
                                     
      Pursuant to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, the registrant has duly caused
   this report to be signed on its behalf by the undersigned,
   thereunto duly authorized.
   
                                MICHIGAN BELL TELEPHONE COMPANY


                                      /s/ Ronald G. Pippin
                                 -----------------------------
                                       Ronald G. Pippin,
                                          Comptroller

   March 11, 1997
   
      Pursuant to the requirement of the Securities Exchange Act of
   1934, this report has been signed below by the following persons
   on behalf of the registrant and in the capacities and on the date
   indicated.
   
   Principal Executive Officer:
   
   /s/ Robert N. Cooper
   -----------------------------
    Robert N. Cooper,
        President
   
   Principal Financial and Accounting Officer:
   
   /s/ Ronald G. Pippin
   -----------------------------
    Ronald G. Pippin,
       Comptroller
   
   Ameritech Corporation:
   
      /s/ Barry K. Allen
   -----------------------------
       Barry K. Allen,
      Executive Vice President,
   Consumer and Business Services
   
   The sole shareowner of the registrant, which has
   elected under the law of its state of incorporation to be
   managed by the shareowner rather than by a board of directors.
   
   March 11, 1997
                                    34
                         MICHIGAN BELL TELEPHONE COMPANY
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                          ALLOWANCE FOR UNCOLLECTIBLES
                              (Dollars in Millions)
                                        
                                        
    COL. A        COL. B            COL. C                COL. D        COL. E
    ------        ------      -----------------           ------        ------
                                  Additions
                              -----------------
                 Balance at   Charged       Charged                    Balance
                 Beginning        to       to Other                  at End of
                 of Period   Expense (a)  Accounts (b)  Deductions (c)  Period
                 ---------   ----------   -----------   -------------   ------
 
 Year 1996..........$  37.7    $  83.3       $ 84.5       $ 153.5      $  52.0
 Year 1995..........   38.2       37.9         55.1          93.5         37.7
 Year 1994..........   44.9       41.3         56.6         104.6         38.2
 
 ----------------------
     
     
   (a)Excludes direct charges and credits to expense on the statements of
      income and accumulated deficit related to interexchange carrier
      receivables.
      
   (b)Includes principally amounts related to the interexchange carrier
      receivables which are being billed by the Company and amounts
      previously written off which were credited directly to this account
      when recovered, as well as the reclassification in 1996 of $10.6
      million from current liabilities to more accurately state the
      allowance.
      
   (c)Amounts written off as uncollectible.