Exhibit 99-a

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



Board of Directors, Ameritech Corporation

We have audited the consolidated balance sheet of Ameritech Corporation (a
Delaware corporation) and subsidiaries as of December 31, 1998, and the related
consolidated statements of income, shareowners' equity and cash flows for each
of the two years in the period ended December 31, 1998, as included in
Ameritech's annual report on Form 10-K for the year ended December 31, 1998.
These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ameritech
Corporation and subsidiaries as of December 31, 1998, and the results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

Our audits were 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) of Ameritech's Form 10-K for the year ended December 31, 1998
is the responsibility of Ameritech's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not 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 21, 1999