MICHIGAN BELL TELEPHONE CO
10-Q, 1994-11-10
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549


                             FORM 10-Q

   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934


      For The Quarterly Period Ended      September 30, 1994

                                or

   [  ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                   Commission File Number 1-3499


                  MICHIGAN BELL TELEPHONE COMPANY

       (Incorporated under the laws of the State of Michigan)

         I.R.S. Employer Identification Number 38-0823930

           444 Michigan Avenue, Detroit, Michigan  48226

               Telephone - Area Code  (313) 223-9900


THE    REGISTRANT,   A   WHOLLY-OWNED   SUBSIDIARY   OF   AMERITECH
CORPORATION, MEETS THE CONDITIONS SET FORTH IN GENERAL  INSTRUCTION
H(1)(a)  AND  (b)  OF FORM 10-Q AND IS THEREFORE FILING  THIS  FORM
WITH  REDUCED  DISCLOSURE FORMAT PURSUANT  TO  GENERAL  INSTRUCTION
H(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  .

At October 29, 1994 120,526,415 common shares were outstanding.

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XXX BEGIN PAGE 2 HERE XXX

Form 10-Q Part I                      Michigan Bell Telephone Company
                                 
                  PART I - FINANCIAL INFORMATION
                                 
The  following financial statements have been prepared by  Michigan
Bell  Telephone  Company  ("Company") pursuant  to  the  rules  and
regulations of the Securities and Exchange Commission ("SEC")  and,
in  the opinion of the Company, include all adjustments (consisting
only   of  normal  recurring  adjustments)  necessary  for  a  fair
presentation of results of operations, financial position and  cash
flows  for  each  period shown.  Certain information  and  footnote
disclosures  normally included in financial statements prepared  in
accordance with generally accepted accounting principles have  been
condensed  or  omitted pursuant to such SEC rules and  regulations.
The Company believes that the disclosures made are adequate to make
the   information   presented  not  misleading.   These   financial
statements  should  be  read  in  conjunction  with  the  financial
statements  and  notes  thereto included in  the  Company's  latest
annual  report  on  Form 10-K and the Form 10-Q  quarterly  reports
previously filed in the current year.

      CONDENSED STATEMENTS OF INCOME AND REINVESTED EARNINGS
                                     (Millions of Dollars)
                                        (Unaudited)
                         For the 3 Months Ended    For the 9 Months Ended
                            September September      September September
                             30, 1994  30, 1993      30, 1994  30, 1993

Revenues                          $708.1    $696.2  $2,111.7  $2,047.0
Operating expenses
   Depreciation and amortization   136.8     134.4     410.0     408.6
   Employee-related expenses       179.6     184.3     521.2     537.0
   Taxes other than income taxes    33.0      35.3      91.0     108.7
   Work force restructuring         56.9       0.0     194.7       0.0
   Other operating expenses        212.6     200.1     615.8     568.4
                                   618.9     554.1   1,832.7   1,622.7

Operating income                    89.2     142.1     279.0     424.3
Interest expense                    25.3      26.4      73.3      79.8
Other (income), net                 (2.1)     (1.5)     (4.2)     (2.2)

Income before income taxes          66.0     117.2     209.9     346.7

Income Taxes                        14.6      26.6      57.7      96.2

Net income                          51.4      90.6     152.2     250.5

Reinvested earnings (loss) - at
  beginning of period              (64.3)      5.4      21.4       2.8

Less dividends                      33.9      84.4     220.4     241.7

Reinvested earnings (loss) - at
   end of period                  $(46.8)     $11.6   $(46.8)    $11.6

 See Notes to Condensed Financial Statements.

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XXX BEGIN PAGE 3 HERE XXX

Form 10-Q Part I                      Michigan Bell Telephone Company
                                 
                     CONDENSED BALANCE SHEETS
(Millions of Dollars)
                                September 30, 1994   December 31, 1993
                                   (Unaudited)   (Derived from Audited
                                                  Financial statements)
ASSETS
CURRENT ASSETS
   Cash and temporary cash investments        $3.0               $17.0
   Receivables, net
     Customers                               519.4               452.9
     Ameritech and affiliates                  5.3                15.7
     Other                                    19.9                27.8
   Material and supplies                      33.7                26.4
   Prepaid and other                          16.0                23.0
                                             597.3               562.8

Telecommunications plant                   7,645.7             7,559.0
Less:  accumulated depreciation            3,405.2             3,176.2
                                           4,240.5             4,382.8

Investments, principally in affiliates        68.1                68.5
Other assets and deferred charges            150.8               245.1
TOTAL ASSETS                              $5,056.7            $5,259.2

LIABILITIES AND SHAREOWNER'S EQUITY
CURRENT LIABILITIES
   Debt maturing within one year
     Ameritech                              $343.9              $382.9
     Other                                     3.0                 3.2
   Accounts payable
     Ameritech Services, Inc.                 64.6                50.6
     Other Ameritech affiliates               35.5                47.0
     Other                                   186.3               168.5
   Other current liabilities                 256.2               322.9
                                             889.5               975.1

LONG-TERM DEBT                             1,131.1             1,132.4
DEFERRED CREDITS AND OTHER
   LONG-TERM LIABILITIES
     Accumulated deferred income taxes       370.5               405.7
     Unamortized investment tax credits       83.2                93.7
     Postretirement benefits
       other than pensions                   711.3               636.8
     Long-term payable to affiliate (ASI)
       for SFAS 106 adoption                  22.9                22.9
     Regulatory liability and other          154.7               230.9
                                           1,342.6             1,390.0

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
   Reinvested earnings (deficit)             (46.8)               21.4
                                           1,693.5             1,761.7
   TOTAL LIABILITIES AND SHAREOWNER'S     $5,056.7            $5,259.2
      EQUITY
    See Notes to Condensed Financial Statements.

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XXX BEGIN PAGE 4 HERE XXX

Form 10-Q Part I  Michigan Bell Telephone Company
                                 
                CONDENSED STATEMENTS OF CASH FLOWS
                       (Millions of Dollars)
                            (Unaudited)
                                  For the 9 Months Ended September 30,
                                              1994                1993

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                               $152.2              $250.5
   Adjustments to net income:
   Workforce restructuring
     charge, net of tax                      126.0                 0.0
   Depreciation and amortization             410.0               408.6
   Deferred income taxes, net                 15.3              ( 13.8)
   Investment tax credits                    (10.5)             ( 17.0)
   Interest during construction               (1.1)             (  1.1)
   Provision for uncollectibles               32.3                33.0
   Change in accounts receivable             (80.5)              (62.0)
   Change in material and supplies            (9.1)              (19.4)
   Change in certain                    
     other current assets                      7.0                (2.0)
   Change in accounts payable                 20.2                (5.4)
   Change in accrued taxes                   (57.7)              (33.8)
   Change in certain
     other current liabilities               (40.2)               (8.8)
   Change in certain noncurrent
     assets and liabilities                  (52.6)              (10.1)
   Other                                       1.6                (2.9)

Net cash from operating activities           512.9               515.8

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                     (268.4)             (321.4)
   Proceeds from disposal
     of telecommunications plant               3.1                 3.0
   Additional equity investments in ASI        0.0                (7.8)
Net cash used in investing activities       (265.3)             (326.2)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Inter-company financing, net              (39.2)               26.5
   Issuance of long-term debt                   .1               200.0
   Retirements of long-term debt              (2.1)             (157.3)
   Cost of refinancing long-term debt          0.0                (5.2)
   Dividend payments                        (220.4)             (241.7)
   Net cash used in financing activities    (261.6)             (177.7)

Net increase (decrease) in cash and
     temporary cash investments              (14.0)               11.9

Cash and temporary cash investments
     at beginning of period                   17.0                 0.0

Cash and temporary cash investments
     at end of period                       $  3.0               $11.9
See Notes to Condensed Financial Statements.

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XXX BEGIN PAGE 5 HERE XXX

Form 10-Q Part I                      Michigan Bell Telephone Company

              NOTES TO CONDENSED FINANCIAL STATEMENTS

    (A)  WORK FORCE RESTRUCTURING
     On  March 25, 1994, the Company's parent, Ameritech, announced
     plans   to  reduce  its existing nonmanagement  work  force
     by  6,000 employees by the end of 1995, including 1,560 at the
     Company.  Under   terms   of  agreements  between  Ameritech
     and   the Communication Workers of America (CWA), Ameritech 
     implemented an  enhancement to the Ameritech Pension Plan by
     adding  three years  to both the  age and the net credited
     service  of  eligible nonmanagement  employees  who  leave
     the  business  during  a designated period that ends in mid-1995.
     In addition, certain of   the  Company's  business  units  are 
     offering  financial incentives under terms of the current contract
     with the CWA to selected nonmanagement employees who leave the
     business before the end of 1995.
     
     The Company recorded a first quarter 1994 charge of $137.8
     or $89.2 after-tax to reflect the cost of restructuring.  This
     charge reduced the Company's prepaid pension   asset   by  
     $79.2  for  pension  enhancements   and curtailment  losses.
     The charge also included  a  curtailment loss  of $34.2 related
     to Statement of Financial Accounting Standards (SFAS) No. 106,
     "Employers' Accounting for  Postretirement Benefits Other  than
     Pensions,"  and  an additional severance accrual of $24.4.
     
     Employee response to the pension enhancement program and other
     financial incentives being offered by the Company has exceeded
     the  Company's initial expectations.  As a result, the Company
     expects  its  existing nonmanagement workforce to be reduced  by
     2,475 through next year instead of the 1,560 originally estimated
     in March.
     
     The Company recorded an additional charge in the third quarter
     of 1994 of $56.9 or $36.8 after-tax for the additional program
     participants  and  for revised participant demographics.   The
     third  quarter  charge  reflects  settlement  gains  of  $30.2
     associated  with lump sum pension payments  made  by  the
     pension  trust through September 30, 1994.  This $56.9  charge
     reduced  the  Company's  prepaid pension  asset  by  $6.3  for
     pension  enhancements  and  curtailment  losses,  net  of   the
     settlement  gains.   The  charge  also  included a  $39.8
     curtailment loss related to SFAS No. 106 and an  additional
     severance accrual of $10.8.


    (B)  CONTINGENCIES
     The  Company  has  disputed the manner of  assessment  of  its
     property  taxes  in Michigan.  In June of 1994,  the  Michigan
     Supreme  Court (the "Court") resolved an open issue  involving
     taxation  of intangible property for the 1984-1986 tax  years.
     The  net  impact  of  this decision is  that  the  Company  is
     entitled  to  a refund for those tax years, but at  a  smaller
     amount  than  if intangible property were excluded.   In  July
     1994,  the  Company filed a petition for reconsideration  with
     the Court on the intangible property issue, but in August 1994
     that  petition was denied.  The Company is seeking  review  by
     the  U.S.  Supreme Court.  Additionally, several other  issues
     relating to years beyond 1986 are pending at the Michigan  Tax
     Tribunal.   If  the  Company is successful  in  its  arguments
     before  the  Tribunal, it will receive a refund of overpayment
     of  property  taxes.   If unsuccessful,  the  Company  may  be
     subject  to  an  additional,  and  possibly  substantial,  tax
     liability.   Management  of  the  Company  believes  that  the
     ultimate  resolution of these matters will not have a material
     adverse  effect on the Company's financial position or results
     of operations.

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XXX BEGIN PAGE 6 HERE XXX

Form 10-Q Part I                      Michigan Bell Telephone Company

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994
           VS. THE NINE MONTHS ENDED SEPTEMBER 30, 1993

                       (Dollars in Millions)

Following is a discussion and analysis of operations of the Company
for the nine months ended September 30, 1994 and for the nine months
ended September 30, 1993 which  is based on the Statements of Income
and Reinvested Earnings on  page  2.  Results for the nine months
ended September 30,  1994 are not necessarily indicative of the results
for the full year.  Results for the nine months ended September 30,
1994 include after-tax charges of $126.0 for work force restructuring
for 2,475 employees.


REVENUES


Revenues increased  $64.7 or 3.2% due to the following:


                                          Increase
                         1994      1993  (Decrease)   %Change

Local service           $867.2    $814.3     $52.9       6.5

Higher   calling  volumes  increased  local  service  revenues   by
approximately  $46.3.  These volume increases  were  primarily  the
result  of  gains in central office custom calling features,  local
messages,  and directory assistance charges.  The volume  increases
also resulted from expansion of the number of customer lines, which
increased  4.2% to 4,700,000 lines from 4,511,000 as  of  September
30,  1993.  An additional $6.6 increase was the net effect of  rate
changes in various local service offerings.


                                          Increase
                        1994      1993   (Decrease)   %Change
Access service
    Interstate access   $407.4    $377.3     $30.1       8.0
    Intrastate access   $155.6    $151.7      $3.9       2.6

Interstate  access  increased $30.1  due  mainly  to  a  volume  of
business  increase  of  $29.7  and an $8.5  reduction  in  long-term
support payments made to the National Exchange Carrier Association.
These  increases  were  partially offset by a  $10.9  reduction  in
rates.

Intrastate  access increased $3.9 due primarily to an $15.1  volume
of  business increase.  In addition, a $2.8 increase resulted  from
adjustments  and settlements with other carriers.  These  increases
were partially offset by a $12.9 reduction in rates.

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Form 10-Q Part I                      Michigan Bell Telephone Company

                                          Increase
                         1994      1993  (Decrease)    %Change

Long distance services  $533.0    $524.3      $8.7       1.7

The  increase  in long distance services of $8.7 is  primarily  the
result  of  volume increases of $8.4.  While toll  message  volumes
have  grown  by approximately 10% over the same period  last  year,
revenues have not significantly increased.  This is largely because
a  greater  portion of those messages were made under the Company's
discounted  toll  calling  plans at a  reduced  average  price  per
message.   In  addition, the average number of minutes per  message
has decreased overall.


                                          Increase
                          1994    1993   (Decrease)   %Change

Other                    $148.5   $179.4    (30.9)   (17.2)

The  reduction in this category is the result of a $36.9  decrease
in  directory  and  license fee revenues  as  a  result  of  a  new
publishing  services  contract  with  Ameritech  Publishing,   Inc.
("API"),  effective  April 1, 1994.  Under the  terms  of  the  new
contract, API assumes full responsibility for publishing  White
Pages  Directories  and  incurs all associated  expenses,  and 
retains  all  revenues from the sale of  White  Pages  listings  and
advertising  to  business  customers.   Partially  offsetting  this
decrease  is an increase of $5.6 in nonregulated revenues (primarily
inside wiring services).


OPERATING EXPENSES

Total  operating expenses for the nine months ended  September  30,
1994  increased  by  $210 or 12.9 percent.  These  results  include
restructuring charges of $194.7 for the nine months ended September
30, 1994.


                                          Increase
                          1994     1993  (Decrease)   %Change
Depreciation and
    amortization        $410.0    $408.6      $1.4       0.3

Depreciation  expense  increased  $1.4  due  to  a  $7.3   increase
resulting from the continued expansion of the plant investment base
offset  by a decrease of $5.8 due mainly to the expiration of  FCC-
authorized amortization schedules at the end of June 1993.


                                          Increase
                          1994     1993  (Decrease)   %Change
Employee-related
    expenses            $521.2    $537.0   $(15.8)     (2.9)


The  $15.8 decrease in employee-related expenses was due to a  $9.9
reduction  in wages and salaries resulting primarily from  the  net
effect of a $22.0 decrease attributed to lower force levels and a $2.1
reduction in overtime payments, offset by a $l7.0 increase in  basic
wage  rates.   The total employee count was 13,497 as of  September
30,  1994,  compared to 14,969 at September 30, 1993.  In addition,
other employee-related expenses decreased $7.4 due primarily  to  a
one-time pension fund true-up and revised pension costs.

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XXX BEGIN PAGE 8 HERE XXX

Form 10-Q Part I                      Michigan Bell Telephone Company

                                          Increase
                          1994     1993  (Decrease)   %Change
Taxes other than
 income taxes           $ 91.0    $108.7   $(17.7)    (16.3)

The decrease in taxes other than income taxes was due to a decrease
in the provision for property taxes to recognize the impact of new
state legislation enacted in December 1993 which lowers property
tax millage rates in Michigan.


                                          Increase
                          1994     1993  (Decrease)   %Change
Work force restructuring
    charges             $194.7      $0.0    $194.7        NM

As discussed more fully in Note A, the Company's parent, Ameritech
announced on March 25, 1994 that  it  would  reduce  its existing
nonmanagement  work  force   by  6,000 employees by the end of 1995,
including 1,560 at the Company.  Reduction of the work force results
from technological improvements, consolidations, and  initiatives
identified  by management  to balance  its  cost structure  with
emerging  competition.  The Company now expects its nonmanagement
work force to be reduced by 2,475 employees through next year instead
of the 1,560 originally estimated in March.  A charge for 1,560 employees
was recorded  in the  first  quarter and  an  additional  charge  was
recorded in the third quarter to reflect acceptance of the plan  by a
total 2,475 employees.

This  program  resulted in a first quarter 1994  charge  of  $137.8
($89.2  on  an after-tax basis) and an additional charge  of  $56.9
($36.8  on an after-tax basis) in the third quarter of 1994  for  a
total  charge  of  $194.7  ($126.0 on  an  after-tax  basis).   The
additional  charge  of  $56.9  includes  the  effect  of  $30.2  in
settlement gains  associated with lump-sum pension payments through
September 30, 1994.

The Company originally estimated that 1,560 employees were expected
to  leave under the program.  The Company currently estimates that,
including the additional 915 employees, approximately 1,803 will
leave under the program in 1994 and 672 in 1995.  These employee
reductions by quarter  are  as  follows:  396 (actual) in the second
quarter  of 1994, 570 (actual) in the third quarter of 1994, 837
(estimated) in the fourth quarter of 1994, 65 (estimated) in the first
quarter  of 1995,  330  (estimated)  in the second quarter  of  1995,
and  277 (estimated) in the third quarter of 1995.  As previously
discussed in  Note  A,  the program has generated more employee  requests
to accept  the  incentives offered than originally planned,  requiring
revision to the expected number and timing of employees terminating
employment.  The Company is managing the departure of all employees to
minimize disruption within its business and to its customers, while
still  accommodating the individual employee's acceptance of the program.
Cash  requirements of the Company to fund the  financial incentives
(principally contractual termination payments totalling approximately
$50.0)  will  be met  as  prescribed by applicable collective bargaining
agreements.  Certain   of   these   collective  bargaining  agreements
require contractual  termination payments to be  paid  to  employees  in
a manner other than lump-sum, thus requiring cash payments beyond  an
employee's termination date.

The  Company believes this program will reduce its employee-related
costs  by approximately $50,000 per departing employee on an annual
basis.   The projected savings will be partially offset by the hiring
of new employees to accommodate growth and ensure high quality
customer service and to meet staffing requirements for new business
opportunities.

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XXX BEGIN PAGE 9 HERE XXX

Form 10-Q Part I                      Michigan Bell Telephone Company

                                          Increase
                          1994     1993  (Decrease)   %Change
Other operating
    expenses            $615.8    $568.4     $47.4       8.3

The  growth reported in this category was due to increases of $52.2
in  payments for services provided by affiliated companies  due  in
part to a transfer of certain work functions to Ameritech Services,
Inc.,  $5.3  in  access charges paid to other carriers  for  access
services, $9.5 in higher advertising costs, and $2.9 in engineering
overhead costs.  Partially offsetting these increases was  a  $11.7
decrease  in  contracted  services fees and  a  $10.5  decrease  in
materials and supplies.


OTHER INCOME AND EXPENSES
                                          Increase
                          1994     1993  (Decrease)  %Change

Interest expense         $73.3    $ 79.8    ($6.5)     (8.2)

The decrease in interest expense is attributable to a $8.5 decrease
in  interest  related to long-term debt resulting from  refinancing
activity  in  1993,  offset partially by $4.2 in higher  short-term
interest from borrowings needed to fund the redemption as  well  as
higher  interest rates.  In addition, interest not related to  debt
decreased  $1.9 due primarily to $1.6 in adjustments  made  in  the
first  nine  months of 1993 to recognize the interest component  of
the Company's liability under the 1990 incentive regulation plan.


                                        (Increase)
                          1994     1993  Decrease     %Change
Other (income),
    expense, net        $(4.2)    $(2.2)    ($2.0)        NM

The  increase in other income, net was mainly the result of  higher
earnings of an affiliate (Ameritech Services, Inc.), which is owned
jointly by the Company and the other four Ameritech state telephone
companies.

                                          Increase
                          1994     1993  (Decrease)  %Change

Income taxes             $57.7     $96.2   ($38.5)    (40.0)

Income  taxes decreased approximately $68.6 due to the $194.7  work
force  restructuring charge discussed above.  Partially  offsetting
this decrease was an increase of $20.2, primarily related to higher
1994 pre-tax income (excluding the restructuring charge).



OTHER INFORMATION


Effects of Regulatory Accounting
The  Company presently gives accounting recognition to the  actions
of  regulators  where appropriate, as prescribed  by  Statement  of
Financial Accounting Standards No. 71, "Accounting for the  Effects
of  Certain Types of Regulation" (SFAS No. 71).  Under SFAS No. 71,
the  Company  records  certain assets and  liabilities  because  of
actions of regulators.  Further, amounts charged to operations  for
depreciation  expense reflect estimated useful  lives  and  methods
prescribed   by   regulators   rather   than   those   that   might

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XXX BEGIN PAGE 10 HERE XXX

Form 10-Q Part I                      Michigan Bell Telephone Company

otherwise  apply  to unregulated enterprises.  The  Company  cannot
presently quantify, without a complete historical assessment of its
competitive   and  regulatory  environments,  what  the   financial
statement  impact  would  have been had depreciation  expense  been
determined absent regulation.

In  the  event the Company determines that it no longer  meets  the
criteria  for following SFAS No. 71, the accounting impact  to  the
Company  would be an extraordinary noncash charge to operations  of
an  amount which would be material.  Criteria that give rise to the
discontinuance  of  SFAS No. 71 include (1) increasing  competition
which  restricts  the  Company's ability  to  establish  prices  to
recover specific costs, and (2) a significant change in the  manner
in  which rates are set by regulators from cost-based regulation to
another  form  of  regulation.  The Company is currently  reviewing
these   criteria  in  light  of  the  changes  in  its   regulatory
environment   and  increasing  competition  to  ensure   that   the
continuing application of SFAS No. 71 is appropriate.


New Michigan sales tax rate
Through  the passage of a statewide ballot proposal, the sales  tax
in Michigan was increased from 4% to 6% effective May 1, 1994.  The
effect  of  this  legislation was to increase  the  sales  tax  the
Company  will pay in the last eight months of 1994 by approximately
$5.1.  However, the income statement effect for 1994 is expected to
be  approximately  30% of this amount, or $1.5 (before  income  tax
effects).   This  is  because an estimated  70%  of  the  Company's
purchases  subject to Michigan sales tax are for telecommunications
plant  materials, and the corresponding sales tax is recognized  in
the same plant account as the materials purchased.


IntraLATA Long Distance Service Order
On  July 31, 1992, MCI Telecommunications Corporation ("MCI") filed
a complaint with the MPSC seeking "1+" intraLATA dialing parity for
all  toll competitors of the Company, alleging that current dialing
arrangements violated the Michigan Telecommunications Act.  Callers
in Michigan must currently dial "10" plus a three digit access code
to use the services of the Company's intraLATA toll competitors.

The MPSC dismissed MCI's complaint finding no statutory violations.
However,  as  a result of subsequent proceedings in  the  case,  on
February  24,  1994,  the  MPSC  issued  an  order  requiring   the
implementation of "1+" intraLATA toll dialing parity  in  Michigan.
The   MPSC   order  requires  dialing  parity  to  be   implemented
concurrently  with  the  termination of  prohibitions  against  the
Company's ability to offer interLATA service, but in no event later
than January 1, 1996.

On  March  25, 1994, the Company filed a petition for  a  rehearing
with  the  MPSC, requesting that the MPSC eliminate the January  1,
1996  deadline, or at least extend it to January 1, 1998.  On  July
19,  1994, the MPSC issued an order denying the Company's petition.
On  August  17, 1994 the Company filed an appeal with the  Michigan
Court  of Appeals.  On October 19, 1994 the Court of Appeals denied
the  Company's  Motion for Peremptory Reversal,  stating  that  the
Court  wanted to receive the benefit of full appellate briefing  by
all parties before deciding the issues.

In  1993  the Company recorded $695.8 of long distance revenue,  of
which  approximately  $634.0 resulted from  intraLATA  message  and
unidirectional  long  distance  services.   Customer  response   to
dialing  parity  and  the  effect on the Company's  intraLATA  long
distance  revenue  is  uncertain.  However, it  is  estimated  that
approximately 50% of any long distance revenue lost, which could be
significant, would be offset by additional access revenue.


Pay telephone and directory assistance rate changes
In  February 1993, the Company filed an application with  the  MPSC
for  approval to increase the local message charge for  calls  from
public  and semi-public coin telephones from 20 cents to  25  cents
per call.  In May 1993, the MPSC declined approval of the Company's
proposal, finding that there was unsatisfactory resolution  of  the
issues  concerning the size of the local calling area for customer-
owned

<PAGE>
XXX BEGIN PAGE 11 HERE XXX

Form 10-Q Part I                      Michigan Bell Telephone Company

customer  operated  coin  phones  and  the  charges  for  directory
assistance  calls  made from those phones.  The MPSC  directed  the
Company  to  initiate a contested case proceeding.   On  August  6,
1993,  the Company complied by resubmitting its February  16,  1993
application.

In  an  order dated June 30, 1994, the MPSC approved the  Company's
proposal  to increase the coin rate to 25 cents for local telephone
calls,  while declining to review the issues of local calling  area
and  directory  assistance.   The  order  was  effective  upon  the
Company's filing of revised tariff sheets with the MPSC on July  7,
1994.  The Company estimates the annual revenue impact of the order
to  be  an  increase of approximately $5.6 after  a  90-day  period
required to convert all coin phones to the new rate.

In  February 1993, the Company also filed an application to  change
the  way it charges for directory assistance service.  In May 1993,
the  MPSC  issued an order related to directory assistance  service
approving  portions of the Company's proposal but  only  under  the
condition  that  the  effects of the changes  be  revenue  neutral.
Specifically,  the MPSC approved the first phase of  the  Company's
proposal  which called for an increase of the per call charge  from
22  cents  to  35 cents and a reduction in the free call  allowance
from  twenty to eight.  The Company implemented this phase on  July
1, 1993, after receiving approval of its revenue neutral plan which
reduced rates in other areas, primarily access charges.

The  MPSC  also  approved a second phase of a directory  assistance
increase  to begin six months after the first phase which increases
the per call charge to 45 cents and reduces the free call allowance
from  eight to five per month.  The Company implemented this second
phase  on  July  1, 1994, after receiving approval of  its  revenue
neutral  plan which reduced rates in other areas, primarily  access
charges.


Ratio of earnings to fixed charges
The  Company's  ratio  of earnings to fixed charges  for  the  nine
months  ended September 30 was 3.84 in 1994 and 5.08 in 1993.   The
ratio  in 1994 is adversely affected by charges of $194.7 for  work
force restructuring (see prior discussion of these charges).   This
charge  will  be primarily funded from the Ameritech Pension  Plan.
The  Company  believes its ratio in 1994 is  not  indicative  of  a
significant change in its ability to fund its debt.

<PAGE>
XXX BEGIN PAGE 12 HERE XXX

                    PART II - OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits

                Exhibits identified below are incorporated
                herein by reference as exhibits hereto.

                12    Computation of Ratio of Earnings to Fixed
                        Charges for the nine months ended September 30,
                        1994 and September 30, 1993.

                27    Financial Data Schedule for the nine months
                        ended September 30, 1994.



           (b)  Reports on Form 8-K

                No Form 8-K was filed by the registrant during the
                quarter for which this report was filed


<PAGE>
XXX BEGIN PAGE 13 HERE XXX

                             SIGNATURE

Form 10-Q                   Michigan Bell Telephone Company







                            SIGNATURES


    Pursuant to the requirements 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









Date  November 10, 1994                      J. W. Trunk
                                             J. W. Trunk
                                       Vice President - Comptroller





                                                         Exhibit 12


                    MICHIGAN BELL TELEPHONE COMPANY

         COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      (Dollars in thousands)

                                       Nine Months         Nine Months
                                             Ended               Ended
                                     September 30,       September 30,
                                              1994                1993

1. Earnings
(a)  Income before interest
     expense and income taxes.            $283,235            $426,546

(b)  Single Business Tax                    22,050              20,610

(c)  Portion of rental expense
     representative of the
     interest factor (1) (2)                 8,263              10,154

     Total  1.(a) through (c)             $313,548            $457,310

2. Fixed Charges
(a)  Total interest deductions             $73,380             $79,813

(c)  Portion of rental expense
     representative of the
     interest factor (1) (2)                 8,263              10,154

     Total 2.(a) and (b)                   $81,643             $89,967

3. Ratio  (1. divided by 2.)  (3)             3.84                5.08

(1)  The Company considers 1/3 of rental expense to be the
      amount representing return on capital and therefore
      it must be included in fixed charges.

(2)  Earnings are income before income taxes and fixed charges.
     Since the Single Business Tax and rental expense have
     already been deducted, the Tax and the 1/3 portion of
     rental expense considered to be fixed charges are
     added back.

(3)  The results for the first nine months of 1994 reflect $194.7 
     in pre-tax changes for work force restructuring (see MD&A
     discussion of these charges).  Such charges will be funded
     primarily from the Ameritech Pension Plan.



<TABLE> <S> <C>

<ARTICLE>             5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
MICHIGAN BELL TELEPHONE COMPANY'S SEPTEMBER 30, 1994 FINANCIAL
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>      1,000
       
<S>                       <C>
<FISCAL-YEAR-END>                        DEC-31-1994
<PERIOD-END>                             SEP-30-1994
<PERIOD-TYPE>             9-MOS
<CASH>                                         3,000
<SECURITIES>                                       0
<RECEIVABLES>                                590,700
<ALLOWANCES>                                  46,100
<INVENTORY>                                   33,700
<CURRENT-ASSETS>                             597,300
<PP&E>                                     7,645,700
<DEPRECIATION>                             3,405,200
<TOTAL-ASSETS>                             5,056,700
<CURRENT-LIABILITIES>                        889,500
<BONDS>                                    1,131,100
<COMMON>                                   1,721,800
                              0
                                        0
<OTHER-SE>                                   (28,300)
<TOTAL-LIABILITY-AND-EQUITY>               5,056,700
<SALES>                                            0<F1>
<TOTAL-REVENUES>                            2,111,700
<CGS>                                              0<F2>
<TOTAL-COSTS>                              1,832,700
<OTHER-EXPENSES>                              (4,200)
<LOSS-PROVISION>                              32,300
<INTEREST-EXPENSE>                            73,300
<INCOME-PRETAX>                              209,900
<INCOME-TAX>                                  57,700
<INCOME-CONTINUING>                          152,200
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                 152,200
<EPS-PRIMARY>                                   0.00
<EPS-DILUTED>                                   0.00
<FN>
<F1>NET SALES OF TANGIBLE PRODUCTS IS NOT MORE THAN 10%
OF TOTAL OPERATING REVENUES AND THEREFORE HAS NOT BEEN
STATED SEPARATELY IN THE FINANCIAL STATEMENTS PURSUANT
TO REGULATION S-X, RULE 5-03(B).  THIS AMOUNT IS
INCLUDED IN THE "TOTAL REVENUES" TAG.
<F2>COST OF TANGIBLE GOODS SOLD IS INCLUDED IN COST OF
SERVICE AND PRODUCTS IN THE FINANCIAL STATEMENTS AND
THE "TOTAL COST" TAG, PURSUANT TO REGULATION S-X,
RULE 5-03(B).
</FN>
        

</TABLE>


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