UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
QVC, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
747262 10 3
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(CUSIP Number)
Walter H. Alford
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, GA 30367
(404) 249-2050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 4 Pages)
<PAGE>2
CUSIP No. 747262 10 3 13D Page 2 of 4 Pages
__________________ ___ ___
|---------------------------------------------------------------|
| |NAME OF REPORTING PERSON |
| |S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| 1 | |
| | BellSouth Corporation |
| | IRS Idenfication Number 58-1533433 |
|---------------------------------------------------------------|
| |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| 2 | (b) [ ] |
|----|----------------------------------------------------------|
| 3 |SEC USE ONLY |
|----|----------------------------------------------------------|
| 4 |SOURCE OF FUNDS |
|----|----------------------------------------------------------|
| |CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| 5 |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|----|----------------------------------------------------------|
| |CITIZENSHIP OR PLACE OF ORGANIZATION |
| 6 | Georgia |
|----|----------------------------------------------------------|
| NUMBER OF | | SOLE VOTING POWER |
| SHARES | 7 | 0 shares |
|BENEFICIALLY |----|-------------------------------------------|
| OWNED BY | | SHARED VOTING POWER |
| EACH | 8 | 0 shares |
| REPORTING |----|-------------------------------------------|
|PERSON WITH | | SOLE DISPOSITIVE POWER |
| | 9 | 0 shares |
| |----|-------------------------------------------|
| | | SHARED DISPOSITIVE POWER |
| | 10 | 0 shares |
|---------------------------------------------------------------|
| 11 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
| |PERSON 0 shares |
|----|----------------------------------------------------------|
| |CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| 12 |CERTAIN SHARES [ ] |
|----|----------------------------------------------------------|
| |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 13 | 0% |
|----|----------------------------------------------------------|
| |TYPE OF REPORTING PERSON |
| 14 | HC |
|----|----------------------------------------------------------|
Page 2 of 4 pages
<PAGE>3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Statement of
BELLSOUTH CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
QVC, INC.
This Report relates to the common stock, par value $.01 per
share (the "Common Stock"), of QVC, Inc., a Delaware corporation
(the "Company"). The Report on Schedule 13D filed by BellSouth
Corporation on November 22, 1993, as amended by Amendment No. 1
dated November 23, 1993, Amendment No. 2 dated December 30, 1993,
Amendment No. 3 dated February 2, 1994, and Amendment No. 4 dated
April 25, 1994 (the "Schedule 13D"), is hereby amended and
supplemented as set forth below. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them
in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by replacing
the text of paragraph (e) thereof with the following paragraph:
On August 15, 1994, BellSouth's Option expired and
terminated pursuant to the terms of the Option Agreement. As
a result of such expiration and termination, on August 15,
1994, BellSouth ceased to be the beneficial owner of any
shares of Common Stock.
Page 3 of 4 pages
<PAGE>4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true,
complete and correct.
Dated: August 26, 1994
BELLSOUTH CORPORATION,
By:
-------------------------
Name: Walter H. Alford
Title: Executive Vice
President and General
Counsel
Page 4 of 4 pages
