Exhibit 10I
1 of 1
_________________________________________
AMENDMENT TO
1996, 1997 AND 1998 STOCK OPTION AGREEMENTS
WITH DIVIDEND EQUIVALENTS
_________________________________________
The following constitutes an amendment of the terms of
each stock option granted with dividend equivalent rights
and an effective date on or after January 1, 1996 and before
January 1, 1999 under the provisions of the Ameritech 1989
Long Term Incentive Plan or the Ameritech Corporation Long-
Term Stock Incentive Plan (collectively the "Stock Option
Plans"). The applicable agreement issued with respect to
each such option currently provides that dividend equivalent
"Stock Units" are credited as of certain "Record Dates"
occurring on or before the earlier of the fifth anniversary
of the date of the option agreement or the date on which the
Participant's employment by the Company and its subsidiaries
is terminated for any reason other than Retirement (as
defined in the option agreement). Subject to all other
terms and conditions of the Stock Option Plans and the
applicable stock option agreement, in the event of a
termination of employment for reasons other than Retirement,
dividend equivalent Stock Units shall continue to be
credited as of the applicable Record Dates for so long as
the stock option or Stock Units attributable to the stock
option are outstanding, but in no event beyond the fifth
anniversary of the date of the option agreement.
Date: April 30, 1999 AMERITECH CORPORATION
By _____________________________
Its Corporate Secretary
