BELLSOUTH CORP
8-K, 1996-11-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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             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):
                      October 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 for the third quarter 1996.

It was BellSouth's 15th consecutive quarter of improved
operating results, with EPS up 12.5 percent compared with 56
cents in the third quarter of 1995.  Net income in the three
months ended September 30, 1996 was $631 million, up 12.9
percent compared with $559 million in the third quarter a
year ago.

In the past 12 months alone, BellSouth added nearly 2.5
million customers in its existing telephone, wireless and
international operations.

BellSouth added a total of 222,000 access lines in the South
during July, August and September.  The annual growth rate
was 4.9 percent.  Business access lines grew 8.5 percent.

So far in 1996, the company has activated 203,000 new
additional lines for residential customers.  It now has 1.5
million in service, an annual growth rate of more than 23
percent. BellSouth has 21.9 million total access lines.

Value-priced convenience features such as Call Waiting and
Caller ID generated sales of about 11,000 units per day in
the past year.  Caller ID features in service are up 96.5
percent in the past 12 months, to more than 3 million. Call
Waiting Deluxe, used in conjunction with Caller ID, went
from 2,300 in service a year ago to 146,600 at September 30.
Quarterly revenues from these and other enhanced services
increased 43 percent, to approximately $281 million.

With 3,333,000 domestic cellular customers at the end of the
third quarter, U.S. operations grew at an annual rate of 31
percent.  In BellSouth's 11 international cellular markets,
customers more than doubled since September 1995, and the
company passed the 1 million customer milestone in July.

BellSouth's quarterly revenues of $4.8 billion increased 9.0
percent compared with the third quarter of 1995.  Total
operating expenses increased 7.5 percent.  When the paging
operations sold in January 1996 are excluded, quarterly
revenues increased 11.3 percent, and total operating
expenses increased 10.2 percent. In BellSouth's telephone
operations, cash operating expenses were up 5.0 percent.

BellSouth believes that normalized earnings growth could be
in the low double digits through 1997. This forward-looking
statement is based on a number of assumptions including, but
not limited to: (1) economic growth and demand for wireline
and wireless communications services continues in
BellSouth's service territories; (2) BellSouth
Telecommunications, Inc. is successful in furthering its
cost reduction efforts; (3) the effect of access reform
initiatives now being considered by the FCC is reasonably
revenue neutral and (4) significant local service
competition in BellSouth's service territories does not
emerge through 1997.  Any developments significantly
deviating from these assumptions could cause actual results
to differ materially from those in the above forward-looking
statement.


    PRELIMINARY

    October 17, 1996

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

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1996      1995      1996       1995
    Operating Revenues:                                      
    Network and related services                             
    Local service             $ 2,061   $ 1,857   $ 6,012    $ 5,419
    Interstate access             892       805     2,672      2,406
    Intrastate access             207       230       627        683
    Toll                          195       220       600        767
    Wireless communications       723       665     2,039      1,888
    Directory advertising                                    
      and publishing              415       366     1,100      1,108
    Other services                336       289       940        850
    Total Operating Revenues    4,829     4,432    13,990     13,121
                                                             
    Operating Expenses:                                      
    Cost of services and                                     
      products                  1,516     1,542     4,483      4,530
    Depreciation and                                         
      amortization                940       874     2,760      2,568
    Selling, general and                                     
      administrative            1,172       958     3,175      2,774
    Total Operating Expenses    3,628     3,374    10,418      9,872
                                                             
    Operating Income            1,201     1,058     3,572      3,249
                                                             
    Interest Expense              177       172       531        532
    Gain on Sale of Paging                                   
      Business                     --        --       442         --
    Other Income, net              32        53        84         51
                                                             
    Income Before Income                                     
     Taxes and Extraordinary                                 
     Losses                     1,056       939     3,567      2,768
    Provision for Income                                     
     Taxes                        425       380     1,337      1,105
   Income Before                                             
     Extraordinary Losses         631       559     2,230      1,663
   Extraordinary Loss for                                    
     Discontinuance of SFAS                                  
     No. 71, net of tax            --        --        --     (2,718)
   Extraordinary Loss on                                     
    Early Extinguishment of                                  
     Debt, net of tax              --        --        --        (16)
                                                             
    Net Income (Loss)         $   631   $   559   $ 2,230    $(1,071)

    PRELIMINARY

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

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1996      1995      1996       1995
                                                             
    Weighted Average Common                                  
     Shares Outstanding           994       993       994       993
    Dividends Declared Per                                   
     Common Share             $   .36   $   .36   $  1.08    $ 1.05
    Earnings (Loss) Per                                      
     Share:
    Income Before                                            
     Extraordinary Losses     $   .63   $   .56   $  2.24    $ 1.67
   Extraordinary Loss for                                    
     Discontinuance of SFAS                                  
     No. 71, net of tax            --        --        --     (2.73)
   Extraordinary Loss on                                     
     Early Extinguishment of                                 
     Debt, net of tax              --        --        --      (.02)
    Earnings (Loss) Per Share $   .63   $   .56   $  2.24    $(1.08)
                                                             
    PRELIMINARY

    October 17, 1996

                    BELLSOUTH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
           (In Millions, Except Per Share Amounts)
                              
                                    September 30,  December 31,      
                                        1996           1995          
                                     (Unaudited)                    
                ASSETS                                              
    Current Assets:                                                  
     Cash and cash equivalents       $  1,338       $  1,711         
     Temporary cash investments            44             71         
    Accounts receivable, net of                                     
      allowance for uncollectibles                 
      of $162 and $171                  3,846          3,772
     Material and supplies                416            430         
     Other current assets                 404            521         
                                        6,048          6,505         
    Investments and Advances            2,563          2,418         
    Property, Plant and Equipment:                                   
     Property, Plant and Equipment     49,232         46,869         
     Accumulated Depreciation          27,625         25,777         
                                       21,607         21,092         
    Intangible Assets, net              1,321          1,527         
    Deferred Charges and Other                                       
     Assets                               529            338
    Total Assets                     $ 32,068       $ 31,880         
                                                                    
    LIABILITIES AND SHAREHOLDERS' EQUITY                            
    Current Liabilities:                                             
     Debt maturing within one year   $  2,219       $  2,951         
     Accounts payable                   1,357          1,724         
     Other current liabilities          2,671          2,715         
                                        6,247          7,390         
    Long-Term Debt                      7,878          7,924         
    Deferred Credits and Other                                       
     Liabilities:
     Accumulated deferred income                                     
      taxes                             1,728          1,650
     Unamortized investment tax                                      
      credits                             297            355
     Other liabilities and                                           
      deferred credits                  2,860          2,736
                                        4,885          4,741         
    Shareholders' Equity:                                            
     Common stock, $1 par value         1,009          1,007         
     Paid-in capital                    7,664          7,619         
     Retained earnings                  5,262          4,099         
     Shares held in trust                (409)          (374)        
     Guarantee of ESOP debt              (468)          (526)        
                                       13,058         11,825         
    Total Liabilities and                                           
     Shareholders' Equity            $ 32,068       $ 31,880

    PRELIMINARY
                              
    October 17, 1996
                              
               BELLSOUTH FINANCIAL HIGHLIGHTS
                        SELECTED DATA
                         (UNAUDITED)

                                     Three Months   Three Months    
                                         Ended          Ended
                                     September 30,  September 30,
                                         1996           1995
                                                                  
    Weighted average common shares                                
     outstanding (millions)                994            993
                                                                  
    Earnings per share                  $  .63         $  .56     
                                                                  
    Dividends per share                 $  .36         $  .36     
                                                                  
    Return to average common                                      
     equity (annualized)                  19.3%          18.0%
                                                                  
    Return to average total                                       
     capital(annualized)                  13.4%          12.3%
                                                                  
    Property additions (millions)       $1,043         $  949     



                                        At September 30,         
                                        1996       1995          
                                                             
    Common shares outstanding                                
     (millions)                          994        993
                                                             
    Debt ratio                          43.5%      43.3%     
                                                             
    Total employees                    82,331     89,544     
                                                             




    PRELIMINARY

    October 17, 1996

               BELLSOUTH FINANCIAL HIGHLIGHTS
                        SELECTED DATA
                         (UNAUDITED)

                                      Nine Months    Nine Months    
                                         Ended          Ended
                                     September 30,  September 30,
                                         1996           1995
                                                                  
    Weighted average common shares                                
     outstanding (millions)                994            993
                                                                  
    Earnings (Loss) per share           $ 2.24(d)      $(1.08)(a) 
                                                                  
    Dividends per share                 $ 1.08         $ 1.05     
                                                                  
    Return to average common                                      
     equity (annualized)                  23.5%        (10.4%)(b)
                                                                  
    Return to average total                                       
     capital(annualized)                  15.6%         (3.6%)(c)
                                                                  
    Property additions (millions)       $3,224         $2,760     

    (a) Excluding the extraordinary losses, Earnings per
        share were $1.67.
    (b) After adjusting net income for the impact of the
        extraordinary losses, Return to average common
        equity was 16.1%.
    (c) After adjusting net income for the impact of the
        extraordinary losses, Return to average total
        capital was 11.9%.
    (d) Includes after-tax gain of $.35 per share from sale
        of paging business.

    PRELIMINARY

    October 17, 1996
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
              CONSOLIDATED STATEMENTS OF INCOME
                        (In Millions)
                         (Unaudited)
                              
                                 For the Three       For the Nine
                                 Months Ended         Months Ended
                                 September 30,       September 30,
                                1996       1995     1996       1995
                                                            
    Operating Revenues:                                     
    Local service             $ 2,061   $ 1,857   $ 6,012   $ 5,419
    Interstate access             892       805     2,672     2,406
    Intrastate access             207       230       627       683
    Toll                          195       220       600       767
    Other                         405       493     1,149     1,486
 Total Operating Revenues       3,760     3,605    11,060    10,761
                                                            
    Operating Expenses:                                     
    Cost of services and                                    
      products                  1,310     1,336     3,854     3,894
    Depreciation and                                        
      amortization                820       775     2,427     2,286
    Selling, general and                                    
      administrative              699       577     1,921     1,693
 Total Operating Expenses       2,829     2,688     8,202     7,873
                                                            
    Operating Income              931       917     2,858     2,888
                                                            
    Interest Expense              136       135       410       425
    Other Income, net              --         8        17        20
                                                            
    Income Before Income                                    
     Taxes and Extraordinary                                
     Losses                       795       790     2,465     2,483
    Provision for Income                                    
     Taxes                        298       303       919       944
                                                            
   Income Before                                            
     Extraordinary Losses         497       487     1,546     1,539
   Extraordinary Loss for                                   
     Discontinuance of SFAS                                 
     No. 71, net of tax            --        --        --    (2,718)
   Extraordinary Loss on                                    
     Early Extinguishment of                                
     Debt, net of tax              --        --        --       (16)
                                                            
    Net Income (Loss)         $   497   $   487   $ 1,546   $(1,195)
                              
   PRELIMINARY
                              
   October 17, 1996
                              
      BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS
                        SELECTED DATA
                         (UNAUDITED)

                                       Three Months   Three Months
                                           Ended          Ended
                                       September 30,  September 30,
                                            1996          1995
                                                      
       Property additions (millions)       $ 744          $ 758
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          16,966         15,714
                                                      
       Intrastate                           5,348          4,885
                                                      
       IntraLATA toll messages                252            327
        (millions)


                                             At September 30,
                                           1996            1995
                                                      
       Debt ratio                           49.8%          47.2%
                                                      
       Telephone employees                 64,860         71,090
                                                      
       Network access lines in                        
        service (thousands)                21,943         20,924
                                                      
                                                      
     
     
                                        Nine Months    Nine Months
                                           Ended          Ended
                                       September 30,  September 30,
                                            1996          1995
                                                      
       Property additions (millions)       $2,442         $2,259
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          50,473         46,442
                                                      
       Intrastate                          15,701         14,204
                                                      
       IntraLATA toll messages                791          1,049
        (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
    November 5, 1996




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