BELLSOUTH CORP
8-K, 1996-07-23
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                                   6
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                       Washington, D. C. 20549
                                  
                                  
                                  
                              FORM 8-K
                                  
                           CURRENT REPORT
                                  
                                  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
                                  
                                  
  Date of Report (Date of earliest event reported):  July 17, 1996
                                  
                                  
                        BELLSOUTH CORPORATION
       (Exact name of registrant as specified in its charter)
                                  
                                  
          Georgia                 1-8607        58-1533433
        (State or other         (Commission     (IRS Employer
        jurisdiction of         File Number)    Identification
         incorporation)                                No.)
                                  
                                  
      1155 Peachtree Street, N. E., Atlanta, Georgia 30309-3610
      (Address of principal executive offices)       (Zip Code)
                                  
                                  
  Registrant's telephone number, including area code(404) 249-2000
Item 5.  Other Events
                                  
BellSouth Corporation reported earnings per share (EPS) of 63 cents
in the second quarter of 1996.  EPS of 63 cents increased 12.5
percent compared with the second quarter a year ago, when EPS was 56
cents before extraordinary charges.

Net income of $629 million in the three months ended June 30, 1996
increased 12.9 percent compared with the second quarter of 1995,
before the extraordinary charges.

The company added 229,000 access lines, compared to 176,000 in the
second quarter of 1995.  Access lines grew at an annual rate of 5.0
percent.

Other highlights of the second quarter:

* BellSouth reported total access lines of 21,721,000;

* In cellular, the company registered 100 percent-plus annual growth
in international customers; its customer count on a worldwide basis
was over 4 million for the first time.  In the U.S., mobile phone
customers totaled 3,231,000 at June 30, up 31 percent from a year
earlier;

* Business access lines increased at an annual rate of 8.7 percent;

* Marketing promotions drove an increase of 34,000 additional
residential lines, which were up 20.6 percent from the same quarter
a year ago;

* BellSouth further increased market penetration of its telephone
convenience features such as MemoryCall(trademark) service and
Caller ID.  MemoryCall voice mailboxes increased at an annual rate
of 21 percent, while Caller ID features increased 99 percent.
Revenue from these and other enhanced services increased 24 percent,
to more than $236 million.

BellSouth's revenues of $4.6 billion in the 1996 second quarter
increased 5.2 percent compared with the same quarter a year earlier.
Total operating expenses increased 4.2 percent.  When the paging
operations sold in January 1996 are excluded, quarterly revenues
were up 7.3 percent, and total operating expenses increased 6.6
percent.  In BellSouth's telephone operations, cash operating
expenses were up 2.8 percent.



    PRELIMINARY

    July 17, 1996
                        BELLSOUTH CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME
               (In Millions, Except Per Share Amounts)
                             (Unaudited)

                            For the Three        For the Six
                             Months Ended       Months Ended
                               June 30,           June 30,
                            1996     1995      1996      1995
                                                       
    Operating Revenues:                                
    Network and related                                
      services
    Local service         $ 2,021  $ 1,793   $ 3,951   $ 3,562
    Interstate access         871      806     1,780     1,601
    Intrastate access         202      227       420       453
    Toll                      198      266       405       547
    Wireless                                           
      communications          691      623     1,316     1,223
    Directory                                          
      advertising and                                  
      publishing              367      389       685       742
    Other services            270      286       604       561
    Total Operating                                    
     Revenues               4,620    4,390     9,161     8,689
                                                       
    Operating Expenses:                                
    Cost of services                                   
      and products          1,499    1,485     2,967     2,988
    Depreciation and                                   
      amortization            917      859     1,820     1,694
    Selling, general                                   
      and administrative    1,016      950     2,003     1,816
    Total Operating                                    
      Expenses              3,432    3,294     6,790     6,498
                                                       
    Operating Income        1,188    1,096     2,371     2,191
                                                       
    Interest Expense          174      186       354       360
    Gain on Sale of                                    
     Paging Business           --       --       442        --
    Other Income                                       
     (Expense), net            16        9        52        (2)
                                                       
    Income Before Income                               
     Taxes and                                         
     Extraordinary                                     
     Losses                 1,030      919     2,511     1,829
    Provision for Income                               
     Taxes                    401      362       912       725
                                                       
   Income Before                                       
     Extraordinary                                     
     Losses                   629      557     1,599     1,104
   Extraordinary Loss                                  
     for Discontinuance                                
     of SFAS No. 71, net                               
     of tax                    --   (2,718)       --    (2,718)
   Extraordinary Loss                                  
     on Early                                          
     Extinguishment of                                 
     Debt, net of tax          --      (16)       --       (16)
                                                       
    Net Income (Loss)     $   629  $(2,177)  $ 1,599   $(1,630)
                                                       
    PRELIMINARY

    July 17, 1996
                        BELLSOUTH CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME
               (In Millions, Except Per Share Amounts)
                             (Unaudited)

                            For the Three        For the Six
                             Months Ended       Months Ended
                               June 30,           June 30,
                            1996      1995     1996      1995
                                                       
    Weighted Average                                   
     Common Shares                                     
     Outstanding              994       993      994      993
    Dividends Declared                                 
     Per Common Share     $   .36   $  .345  $   .72   $  .69
    Earnings (Loss) Per                                
     Share:
    Income Before                                      
     Extraordinary                                     
     Losses               $   .63   $  .56   $  1.61   $ 1.11
   Extraordinary Loss                                  
     for Discontinuance                                
     of SFAS No. 71, net                               
     of tax                    --    (2.73)       --    (2.73)
   Extraordinary Loss                                  
    on Early                                           
    Extinguishment of                                  
    Debt, net of tax           --     (.02)       --     (.02)
    Earnings (Loss) Per                                
     Share                $   .63   $(2.19)  $  1.61   $(1.64)
                                                       
    PRELIMINARY

    July 17, 1996
                        BELLSOUTH CORPORATION
                     CONSOLIDATED BALANCE SHEETS
               (In Millions, Except Per Share Amounts)
                                  
                                      June 30,   December 31,       
                                        1996         1995           
                                    (Unaudited)                    
                ASSETS                                             
    Current Assets:                                                 
     Cash and cash equivalents       $  1,169     $  1,711          
     Temporary cash investments            35           71          
    Accounts receivable, net of                                    
     allowance for uncollectibles                
     of $154 and $171                   3,852        3,772
     Material and supplies                434          430          
     Other current assets                 366          521          
                                        5,856        6,505          
    Investments and Advances            2,601        2,418          
    Property, Plant and Equipment:                                  
     Property, Plant and Equipment     48,372       46,869          
     Accumulated Depreciation          26,999       25,777          
                                       21,373       21,092          
    Intangible Assets, net              1,313        1,527          
    Deferred Charges and Other                                      
     Assets                               501          338
    Total Assets                     $ 31,644     $ 31,880          
                                                                   
    LIABILITIES AND SHAREHOLDERS' EQUITY                           
    Current Liabilities:                                            
     Debt maturing within one year   $  2,047     $  2,951          
     Accounts payable                   1,410        1,724          
     Other current liabilities          2,661        2,715          
                                        6,118        7,390          
    Long-Term Debt                      7,897        7,924          
    Deferred Credits and Other                                      
     Liabilities:
     Accumulated deferred income                                    
      taxes                             1,740        1,650
     Unamortized investment tax                                     
      credits                             317          355
     Other liabilities and                                          
      deferred credits                  2,789        2,736
                                        4,846        4,741          
    Shareholders' Equity:                                           
     Common stock, $1 par value         1,009        1,007          
     Paid-in capital                    7,691        7,619          
     Retained earnings                  4,987        4,099          
     Shares held in trust                (409)        (374)         
     Guarantee of ESOP debt              (495)        (526)         
                                       12,783       11,825          
    Total Liabilities and                                          
     Shareholders' Equity            $ 31,644     $ 31,880
                               PRELIMINARY
                                  
                              July 17, 1996
                                  
                   BELLSOUTH FINANCIAL HIGHLIGHTS
                            SELECTED DATA
                             (UNAUDITED)

                                     Three Months  Three Months     
                                        Ended          Ended
                                       June 30,      June 30,
                                         1996          1995
                                                                  
    Weighted average common shares                                
     outstanding (millions)                994           993
                                                                  
    Earnings (Loss) per share           $  .63        $(2.19)(a)  
                                                                  
    Dividends per share                 $  .36        $ .345      
                                                                  
    Return to average common                                      
     equity (annualized)                  20.1%       (60.6%)(b)
                                                                  
    Return to average total                                       
     capital(annualized)                  13.6%       (33.0%)(c)
                                                                  
    Property additions (millions)       $1,279        $  953      



                                          At June 30,            
                                        1996       1995          
                                                             
    Common shares outstanding                                
     (millions)                          994        993
                                                             
    Debt ratio                          43.6%      44.5%     
                                                             
    Total employees                    83,133     90,784     
                                                             


    (a) Excluding the extraordinary losses, Earnings per share
        were $.56.
    (b) After adjusting net income and average common equity for
        the impact of the extraordinary losses, Return to average
        common equity was 15.0%.
    (c) After adjusting net income and average total capital for
        the impact of the extraordinary losses, Return to average
        total capital was 11.3%.

    PRELIMINARY

    July 17, 1996

                   BELLSOUTH FINANCIAL HIGHLIGHTS
                            SELECTED DATA
                             (UNAUDITED)

                                      Six Months    Six Months      
                                        Ended          Ended
                                       June 30,      June 30,
                                         1996          1995
                                                                  
    Weighted average common shares                                
     outstanding (millions)                994           993
                                                                  
    Earnings (Loss) per share           $ 1.61(d)     $(1.64)(a)  
                                                                  
    Dividends per share                 $  .72        $ .69       
                                                                  
    Return to average common                                      
     equity (annualized)                  25.8%       (22.6%)(b)
                                                                  
    Return to average total                                       
     capital(annualized)                  16.7%       (11.0%)(c)
                                                                  
    Property additions (millions)       $2,181        $1,811      

    (a) Excluding the extraordinary losses, Earnings per share
        were $1.11.
    (b) After adjusting net income and average common equity for
        the impact of the extraordinary losses, Return to average
        common equity was 15.1%.
    (c) After adjusting net income and average total capital for
        the impact of the extraordinary losses, Return to average
        total capital was 11.5%.
    (d) Includes after-tax gain of $.35 per share from sale of
        paging business.

    PRELIMINARY

    July 17, 1996
                                  
                 BELLSOUTH TELECOMMUNICATIONS, INC.
                  CONSOLIDATED STATEMENTS OF INCOME
                            (In Millions)
                             (Unaudited)
                                  
                            For the Three        For the Six
                            Months Ended         Months Ended
                              June 30,             June 30,
                           1996       1995      1996      1995
                                                       
    Operating Revenues:                                
    Local service        $ 2,021   $ 1,793    $ 3,951  $ 3,562
    Interstate access        871       806      1,780    1,601
    Intrastate access        202       227        420      453
    Toll                     198       266        405      547
    Other                    353       503        744      993
 Total Operating                                       
  Revenues                 3,645     3,595      7,300    7,156
                                                       
    Operating Expenses:                                
    Cost of services                                   
     and products          1,284     1,270      2,544    2,558
    Depreciation and                                   
     amortization            809       765      1,607    1,511
    Selling, general                                   
     and administrative      618       580      1,222    1,116
 Total Operating                                       
  Expenses                 2,711     2,615      5,373    5,185
                                                       
    Operating Income         934       980      1,927    1,971
                                                       
    Interest Expense         135       150        274      290
    Other Income, net          6         7         17       12
                                                       
    Income Before Income                               
     Taxes and                                         
     Extraordinary                                     
     Losses                  805       837      1,670    1,693
    Provision for Income                               
     Taxes                   295       318        621      641
                                                       
   Income Before                                       
    Extraordinary                                      
    Losses                   510       519      1,049    1,052
   Extraordinary Loss                                  
    for Discontinuance                                 
    of SFAS No. 71, net                                
    of tax                    --    (2,718)        --   (2,718)
   Extraordinary Loss                                  
    on Early                                           
    Extinguishment of                                  
    Debt, net of tax          --       (16)        --      (16)
                                                       
    Net Income (Loss)    $   510   $(2,215)   $ 1,049  $(1,682)
                                  
                               PRELIMINARY
                                  
                              July 17, 1996
                                  
          BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS
                            SELECTED DATA
                             (UNAUDITED)

                                       Three Months   Three Months
                                           Ended          Ended
                                         June 30,       June 30,
                                            1996          1995
                                                      
       Property additions (millions)       $ 960          $ 807
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          16,847         15,597
                                                      
       Intrastate                           5,235          4,790
                                                      
       IntraLATA toll messages                257            352
        (millions)


                                                At June 30,
                                           1996            1995
                                                      
       Debt ratio                           50.1%          48.0%
                                                      
       Telephone employees                 66,439         72,404
                                                      
       Network access lines in                        
        service (thousands)                21,721         20,691
                                                      
                                                      
     
     
                                        Six Months     Six Months
                                           Ended          Ended
                                         June 30,       June 30,
                                            1996          1995
                                                      
       Property additions (millions)       $1,698         $1,502
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          33,507         30,728
                                                      
       Intrastate                          10,353          9,319
                                                      
       IntraLATA toll messages                538            722
        (millions)
     


                              SIGNATURE


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.


BELLSOUTH CORPORATION


By: /s/RONALD M. DYKES
    Ronald M. Dykes
    Executive Vice President, Chief Financial Officer
     and Comptroller
    July 22, 1996
     
     
     



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