Electromagnetic induction by a uniform magnetic field in a conducting layer having a plane top and an undulatory bottom is studied. A source field parallel to the surface is assumed. The apparent resistivity (ρa) vs period of magnetic variation (T) relation is obtained at various points over the top surface by means of conventional magneto-telluric technique. The phase vs T relation is also obtained from the electric and magnetic fields studied.It turns out that the ρa-T relation and the phase-T relation are the same as those of the two-layer model developed by Cagniard provided a small amplitude of the undulatory bottom is assumed. Also these relations are independent of the observation point. When the amplitude of undulation is large, however, the ρa-T and the phase-T relations are modified in such a way that an apparently low-resistive zone lies at the prescribed depth of undulatory boundary between the two layers of the original model, the conclusion being on the three-layer MT analysis due to Cagniard.