BELLSOUTH CORP, S-3, 1997-02-06

BELLSOUTH CORP
S-3, 1997-02-06
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE> 1
Reg. No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BELLSOUTH CORPORATION

A Georgia I.R.S. Employer
Corporation No. 58-1533433
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-2000

-----------------------------

AGENT FOR SERVICE Please send copies of all communications to:
Keith B. Breeden C. B. Manning
BellSouth Corporation BellSouth Corporation
15G03 Campanile 1800 Campanile
1155 Peachtree Street, N.E. 1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610 Atlanta, Georgia 30309-3610
404 249-3035 404 249-2700

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [ ]

If this Form is registering additional securities pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 33 - ___________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 33 - ___________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share offering price fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
par value 10,000,000
$1 per share (1) shares (2) $43.563 (3) $435,630,000 (3) $132,010
=============================================================================================================
</TABLE>

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.

<PAGE> 2

(1) Includes preferred stock purchase rights under the BellSouth Corporation
Shareholder Rights Agreement.

(2) If, prior to the completion of the distribution of the Common Stock covered
by this registration statement, additional shares of Common Stock are issued or
issuable as a result of a stock split or stock dividend, this registration
statement shall be deemed to cover such additional shares resulting from the
stock split or stock dividend pursuant to Rule 416.

(3) Calculated based upon the average of the high and low prices as reported by
the New York Stock Exchange and published in the Wall Street Journal as of a
date within five (5) business days prior to the date of filing this
registration statement in accordance with Rule 457(c).

This registration statement is filed in reliance upon Rule 429.

Prospectus herein also relates to securities registered under
Registration Statement No. 33-63173 pursuant to Rule 429.

---------------------------

<PAGE> 3
BELLSOUTH [LOGO]

YOUR DIRECT CONNECTION(SM)

[GRAPHIC]

BellSouth Direct Stock
Purchase and Dividend
Reinvestment Plan

Prospectus
February 7, 1997

<PAGE> 4

- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
BellSouth Direct Stock Purchase and Dividend Reinvestment
Plan.................................................... 1
BellSouth Corporation..................................... 1
The Plan:
Summary of the Plan..................................... 2
Administrator of the Plan............................... 3
Inquiries: BellSouth Shareholder Services............... 3
Enrollment.............................................. 4
Investment Options:
Dividend Reinvestment................................ 4
Deposit Cash Dividends Electronically................ 5
Optional Cash Investments............................ 6
Purchase of Shares for the Plan......................... 6
Sale of Shares for the Plan............................. 7
Safekeeping of your Stock Certificates and Book Entry... 8
Gifts or Transfers of Shares............................ 9
Issuance of Certificates................................ 9
Plan Service Fees....................................... 10
Tracking Your Investments............................... 10
U.S. Federal Income Tax Information..................... 10
Miscellaneous
Available Information/Incorporation of Documents by
Reference............................................ 11
Stock Splits, Stock Dividends and Other Distributions... 12
Voting of Proxies....................................... 12
Responsibility of Administrator and BellSouth
Corporation.......................................... 12
Legal Matters........................................... 13
Plan Modification or Termination........................ 13
Change of Eligibility; Termination...................... 13
Foreign Participation................................... 13
Independent Public Accountants.......................... 13
</TABLE>
<PAGE> 5

- --------------------------------------------------------------------------------
BELLSOUTH DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN

This Prospectus describes the BellSouth Direct Stock Purchase and Dividend
Reinvestment Plan effective March 1, 1997. The Plan promotes long-term ownership
in BellSouth Corporation by offering:

- A simple, cost-effective method for purchasing shares of BellSouth stock
directly from the Company;

- A way to increase your holdings in BellSouth by reinvesting your cash
dividends;

- The opportunity to purchase additional shares by making optional cash
investments.

You do not have to be a current shareholder of BellSouth to participate in the
Plan. You can purchase your first shares of BellSouth stock through the Plan, by
making an initial investment of $500 or more, which includes an enrollment fee
of $10. If you currently participate in BellSouth's dividend reinvestment plan,
you are automatically enrolled in the Plan.

- --------------------------------------------------------------------------------
BELLSOUTH CORPORATION

BellSouth is a communications services company. It provides local and toll
telephone, wireless communications, directory advertising and publishing, video,
Internet and information services to more than 25 million customers in 17
countries. Although BellSouth traces its roots back to the Bell System, it was
incorporated in 1983 under the laws of the State of Georgia. Its principal
executive offices are located at 1155 Peachtree Street, N.E., Atlanta, Georgia
30309-3610, and its telephone number is (404) 249-2000.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAVE DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

1
<PAGE> 6

- --------------------------------------------------------------------------------
SUMMARY OF THE PLAN

- - ENROLLMENT: New shareholders can join by making an initial investment of at
least $500, which includes an enrollment fee of $10. Shareholders enrolled in
the current dividend reinvestment plan are automatically enrolled in the new
Plan. No action is required for current participants. Other existing BellSouth
shareholders can participate by submitting a completed Enrollment Form. If your
shares are held in a brokerage account, you may participate directly by
registering some or all of your shares in your name. The $10 enrollment fee does
not apply to existing shareholders joining the Plan.

- - REINVESTMENT OF DIVIDENDS: You can reinvest all or a portion of your cash
dividends toward the purchase of additional shares of BellSouth stock without
paying trading fees. In order to take advantage of the dividend reinvestment
option, you must reinvest the dividends on at least five shares.

- - OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of BellSouth stock without paying any fees. You can invest a
minimum of $50 at any one time, up to $100,000 in the aggregate per calendar
year. You can pay by check or have your payment automatically withdrawn from
your bank account.

- - FULL INVESTMENT: Full investment of your dividends is possible because the
Company will credit your account with both whole and fractional shares.
BellSouth pays dividends on both whole shares and fractional shares.

- - SAFEKEEPING OF CERTIFICATES: You can deposit your BellSouth stock
certificates with BellSouth Shareholder Services for safekeeping at no cost to
you. A certificate for your shares will be sent to you, free of charge, upon
request.

- - GIFTS OR TRANSFERS OF SHARES: You can give or transfer your BellSouth shares
to others.

- - SELL SHARES CONVENIENTLY: If you choose to sell the BellSouth stock held in
your Plan account, you will pay fees lower than those typically charged by
stockbrokers.

- - TRACKING YOUR INVESTMENT: You will receive a statement or a notification
after each transaction. Statements provide the details of the transaction and
show the share balance in your Plan account.

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<PAGE> 7

- --------------------------------------------------------------------------------
ADMINISTRATOR OF THE PLAN

BellSouth has designated The Chase Manhattan Bank to administer the Plan and act
as Agent for the participants. The Chase Manhattan Bank has designated its
affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase Securities Inc.,
and other agents to perform certain services for the Plan. These companies will
purchase and hold shares of stock for Plan participants, keep records, send
statements, and perform other duties required by the Plan.

THE ADMINISTRATOR MAY BE CONTACTED AT BELLSOUTH SHAREHOLDER SERVICES AS DETAILED
BELOW.

- --------------------------------------------------------------------------------
INQUIRIES: BELLSOUTH SHAREHOLDER SERVICES

For information about the BellSouth Direct Stock Purchase and Dividend
Reinvestment Plan:

<TABLE>
<S> <C> <C>
Call BellSouth Shareholder Services: 1-800-631-6001
Outside the United States call collect: (212) 946-7440
FAX: (201) 329-8990
Internet: WWW.BELLSOUTH.COM
</TABLE>

Written requests and notices should be mailed as follows:

<TABLE>
<S> <C> <C> <C> <C> <C>
- ------------------------------------------ ------------------------------------------
Send correspondence and all requests Send Optional Cash Investments
except Optional Cash Investments to: to:
BELLSOUTH SHAREHOLDER SERVICES BELLSOUTH SHAREHOLDER SERVICES
WASHINGTON BRIDGE STATION OPTIONAL CASH INVESTMENTS
P.O. BOX 465 P.O. BOX 371-987
NEW YORK, N.Y. 10033-0465 PITTSBURGH, PA 15250-7987
Please include your daytime telephone Make check or money order payable to
number. BellSouth Corporation in U.S.
dollars. Please use transaction stub
at bottom of statement.
- ------------------------------------------ ------------------------------------------
</TABLE>

3
<PAGE> 8

- --------------------------------------------------------------------------------
ENROLLMENT

You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine if
there are any governmental regulations that would prohibit your participation in
the Plan.

- - IF YOU DO NOT CURRENTLY OWN ANY BELLSOUTH STOCK, you can join the Plan by
making an initial investment of at least $500, but not more than $100,000. You
can get started in the Plan by returning a completed Enrollment Form to
BellSouth Shareholder Services along with your check or money order payable to
BellSouth Corporation. A $10 enrollment fee will be deducted from your initial
investment. The Administrator will arrange for the purchase of shares for your
account but will not pay interest on amounts held pending investment. Please
allow two weeks for your account to be established, initial shares to be
purchased and a statement mailed to you. (See "Purchase of Shares for the Plan"
on page 6.)

- - IF YOU ALREADY OWN BELLSOUTH STOCK AND THE SHARES ARE REGISTERED IN YOUR NAME,
you may join the Plan by returning a completed Enrollment Form to BellSouth
Shareholder Services. If you have been participating in the BellSouth
Shareholder Dividend Reinvestment and Stock Purchase Plan, you will be
automatically enrolled in the BellSouth Direct Stock Purchase and Dividend
Reinvestment Plan and need not send in an Enrollment Form or take any other
action unless you want to make a change.

- - IF YOUR SHARES ARE HELD IN A BROKERAGE, BANK OR OTHER INTERMEDIARY ACCOUNT,
and you wish to participate directly in the Plan, you should direct your broker,
bank, or trustee to register some or all of your BellSouth shares directly in
your name. You can then get started in the Plan by returning a completed
Enrollment Form to BellSouth Shareholder Services.

- --------------------------------------------------------------------------------
INVESTMENT OPTIONS

Once enrolled in the Plan, you have the following choices:

- - DIVIDEND REINVESTMENT: You can choose to reinvest all or a portion of the
regular cash dividends paid on your shares held in the Plan toward the purchase
of additional shares of BellSouth stock. To participate in the reinvestment
feature of the Plan, you must elect to reinvest the dividends on a minimum of
five shares. If the number of shares on which dividends are reinvested falls
below five shares, you will receive a check for the full amount of the dividend.
You can change your dividend reinvestment election at any time by notifying
BellSouth Shareholder Services. For a particular dividend

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<PAGE> 9

to be reinvested, your notification must be received prior to the record date
for that dividend. (The record date is normally 20 days prior to the payment
date.)

If you elect to reinvest your dividends, you must choose one of the following
when completing the Dividend Reinvestment section of the Enrollment Form:

FULL DIVIDEND REINVESTMENT

Purchase additional shares by reinvesting all of your cash dividends.

PARTIAL DIVIDEND REINVESTMENT

If you choose to reinvest less than all of your dividends, you must select
one of the following options:

OPTION 1. Receive a cash dividend payment based on the number of full
shares you specify. Reinvest the dividends on all remaining shares. This
option allows you to receive a fixed amount of cash each quarter
(assuming the dividend stays the same).

OPTION 2. Reinvest dividends based on the number of full shares you
specify. Receive a cash dividend payment on all remaining shares. This
option allows you to receive an increasing amount of cash each quarter
(again, assuming the dividend stays the same).

DEPOSIT CASH DIVIDENDS ELECTRONICALLY: If you choose partial dividend
reinvestment, you can have all of your cash dividends deposited directly
into your bank account instead of receiving a check by mail -- just
complete the appropriate sections of the Enrollment Form or notify
BellSouth Shareholder Services. Direct Deposit Authorization Forms will be
acted upon as soon as possible after they are received. You can change
your designated bank account for direct deposit or discontinue this
feature by notifying BellSouth Shareholder Services.

5
<PAGE> 10

- - OPTIONAL CASH INVESTMENTS: You can purchase additional shares of BellSouth
stock by using the Plan's optional cash investment feature. You must invest at
least $50 at any one time and cannot invest more than $100,000 in a calendar
year. Interest will not be paid on amounts held pending investment.

BY CHECK OR MONEY ORDER: You may make optional cash investments by
sending a check or money order payable to BellSouth Corporation. Do not send
cash. To facilitate processing of your investment, please use the transaction
stub located on the bottom of your statement. Mail your investment and
transaction stub to the address specified on the statement. You may not sell or
withdraw shares purchased by check for a period of 14 days from the receipt of
the check. A $25 fee will be assessed for a check that is returned for
insufficient funds.

BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT: If you wish to make
regular monthly purchases, you can authorize an automatic monthly withdrawal
from your bank account. This feature enables you to make ongoing investments
without writing a check. Funds will be deducted from your account on the 15th
day of each month. If this date falls on a bank holiday or weekend, funds will
be deducted on the next business day. Please allow four to six weeks for the
first automatic monthly withdrawal to be initiated. You must notify BellSouth
Shareholder Services in writing to change or terminate automatic withdrawal.

- --------------------------------------------------------------------------------
PURCHASE OF SHARES FOR THE PLAN

- - PURCHASE INTERVALS: The Administrator will make arrangements to use initial
and optional cash investments to purchase BellSouth shares as promptly as
practical, but at least once each week. The Administrator will use reinvested
dividends to purchase shares on a quarterly basis. Purchases may be made over a
number of days to meet the requirements of the Plan.

- - SOURCE AND PRICING OF SHARES:

SOURCE OF SHARES: Stock needed to meet the requirements of the Plan will
either be purchased in the open market or issued directly by BellSouth from
authorized but unissued shares or treasury shares.

SHARES PURCHASED IN THE OPEN MARKET: If the shares are purchased in the open
market, your price per share will be the weighted average price of shares
purchased to satisfy Plan requirements. Trading fees incurred by the Plan for
purchases will be paid by BellSouth and will be reported to you as taxable

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<PAGE> 11

income. All fractional shares are calculated to four decimals and are credited
to your account.

SHARES PURCHASED FROM BELLSOUTH: If the shares are purchased from BellSouth,
your price per share for initial and optional cash investments will be the
average of the daily high and low sale prices quoted on the New York Stock
Exchange (NYSE) Composite Transactions listing for the day the shares are
purchased. For quarterly reinvestment of dividends, your price per share will be
the average of the daily high and low sale prices quoted on the NYSE Composite
Transactions listing for the three day period surrounding the dividend payment
date. If there is no trading of BellSouth stock on the NYSE for a substantial
period of time during the pricing period, then the price per share will be
determined by BellSouth on the basis of such market quotations as it considers
appropriate.

+ TIMING AND CONTROL: Because the Administrator will arrange for the purchase
of shares on behalf of the Plan, neither BellSouth Corporation nor any
participant in the Plan has the authority or power to control either the timing
or pricing of shares purchased or the selection of the broker making the
purchases. Therefore, you will not be able to precisely time your purchases
through the Plan, and will bear the market risk associated with fluctuations in
the price of BellSouth's stock. That is, if you send in an initial or optional
cash investment, it is possible that the market price of BellSouth stock could
go up or down before the broker purchases stock with your funds. In addition,
you will not earn interest on initial or optional cash investments for the
period before the shares are purchased.

- --------------------------------------------------------------------------------
SALE OF SHARES FOR THE PLAN

You can sell any number of shares held in your Plan account or book entry form
by notifying BellSouth Shareholder Services. The Administrator will arrange for
sales to be made at least weekly. Sales may be made more frequently if volume
dictates. The sale price will be the weighted average price of all shares sold
for Plan participants during that period. You will receive the proceeds of the
sale less a $10 sales transaction fee, a trading fee, and any required tax
withholdings. (See "Plan Service Fees" on page 10.)

You can choose to sell your shares through a stockbroker of your choice, in
which case you should request a certificate for your shares from BellSouth
Shareholder Services. (See "Issuance of Certificates" on page 9.)

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<PAGE> 12

Please note that if your total holdings fall below one share, the Administrator
will liquidate the fractional share, remit the proceeds to you, less any
applicable fees, and close your Plan account.

TIMING AND CONTROL: Because the Administrator will sell the shares on behalf of
the Plan, neither BellSouth Corporation nor any participant in the Plan has the
authority or power to control the timing or pricing of shares sold or the
selection of the broker making the sales. Therefore, you will not be able to
precisely time your sales through the Plan, and will bear the market risk
associated with fluctuation in the price of BellSouth's stock. That is, if you
send in a request to sell shares, it is possible that the market price of
BellSouth stock could go down or up before the broker sells your shares. In
addition, you will not earn interest on a sales transaction.

- --------------------------------------------------------------------------------
SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY

Shares of BellSouth stock that you buy under the Plan will be maintained in your
Plan account for safekeeping in book entry form. You will receive a periodic
statement detailing the status of your holdings. For more information, see
"Tracking Your Investments" on page 10. Any BellSouth shareholder may use the
Plan's "safekeeping" service to deposit their BellSouth stock certificates at no
cost. Safekeeping is beneficial because you no longer bear the risk and cost
associated with the loss, theft, or destruction of stock certificates. With
safekeeping, you have the option of receiving cash dividends, reinvesting your
dividends (provided that you reinvest the dividends on a minimum of five shares)
or taking advantage of the sale of shares feature of the Plan. Certificates will
be issued only upon written request to BellSouth Shareholder Services. (See
"Issuance of Certificates" on page 9.)

To use the safekeeping service, send your certificates to BellSouth Shareholder
Services by registered mail with written instructions to deposit them in
safekeeping. If you use registered mail, your certificates will be automatically
covered by an Administrator blanket bond up to the first $100,000 of value. Do
not endorse the certificates or complete the assignment section.

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<PAGE> 13

- --------------------------------------------------------------------------------
GIFTS OR TRANSFERS OF SHARES

YOU CAN GIVE OR TRANSFER BELLSOUTH SHARES TO ANYONE YOU CHOOSE BY:

- Making an initial $500 cash investment to establish an account in the
recipient's name; or
- Submitting an optional cash investment on behalf of an existing
shareholder in the Plan in an amount not less than $50 nor more than
$100,000; or
- Transferring shares from your account to the recipient.

You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders. BellSouth
Shareholder Services will automatically place such new accounts in full dividend
reinvestment status, providing the new account has a minimum of five shares. New
participants, at their discretion, may elect another option. If you participate
in dividend reinvestment and your request to either transfer all of your shares
or make a partial sale and transfer the balance of your shares is received
between the ex-dividend and the dividend record date, the processing of your
request may be held until after your account is credited with reinvested
dividends. This hold period could be as long as four weeks.

You must have your signature guaranteed by a financial institution participating
in the Medallion Guarantee program. The Medallion Guarantee program ensures that
the individual signing the certificate is in fact the registered owner as it
appears on the stock certificate or stock power.

If you need additional assistance, please call BellSouth Shareholder Services at
1-800-631-6001.

- --------------------------------------------------------------------------------
ISSUANCE OF CERTIFICATES

You can withdraw all or some of the shares from your Plan account by notifying
BellSouth Shareholder Services.

Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less any applicable fees) for the value of
the fractional share will be mailed to you. You should receive your certificate
within two to three weeks of mailing your request.

Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is issued in a name other than
your Plan account registration, the signature on the instructions or stock power
must be guaranteed by a financial institution participating in the Medallion
Guarantee program, as described above.

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<PAGE> 14

- --------------------------------------------------------------------------------
PLAN SERVICE FEES
ENROLLMENT FEE FOR NEW INVESTORS...................$10.00 per account enrollment
PURCHASE OF SHARES.....................................................No Charge
SALE OF SHARES (partial or full):
Transaction Fee....................................$10.00 per sale transaction
Trading Fee....................................................$0.08 per share
REINVESTMENT OF DIVIDENDS..............................................No Charge
OPTIONAL CASH INVESTMENTS VIA CHECK OR AUTOMATIC
INVESTMENT...........................................................No Charge
GIFT OR TRANSFER OF SHARES.............................................No Charge
SAFEKEEPING OF STOCK CERTIFICATES......................................No Charge
CERTIFICATE ISSUANCE...................................................No Charge
RETURNED CHECKS.................................................$25.00 per check
DUPLICATE STATEMENTS
Current year.........................................................No Charge
Prior year(s)......................................$10.00 flat fee per request

The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale.

- --------------------------------------------------------------------------------
TRACKING YOUR INVESTMENTS

If you participate in dividend reinvestment, BellSouth Shareholder Services will
mail you a quarterly statement showing all transactions (shares, amounts
invested, purchase prices) for your account including year-to-date and other
account information. Supplemental statements or notices will be sent when you
make an initial or optional cash investment or a deposit, transfer or withdrawal
of shares.

If you do not participate in dividend reinvestment, BellSouth Shareholder
Services will mail you a statement or notice confirming any transactions you
make. If you continue to be enrolled in the Plan, but have no transactions,
BellSouth Shareholder Services will mail you an annual statement of your
holdings.

Please retain your statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes.

You should notify BellSouth Shareholder Services promptly of any change in
address since all notices, statements and reports will be mailed to your address
of record.

- --------------------------------------------------------------------------------
U.S. FEDERAL INCOME TAX INFORMATION

Cash dividends reinvested under the Plan will be taxable as having been received
by you even though you have not actually received them in cash. You will receive
an annual statement from the Administrator indicating the

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<PAGE> 15

amount of reinvested dividends reported to the U.S. Internal Revenue Service as
dividend income. The statement will also reflect any trading fees paid by
BellSouth on your behalf for purchases of shares.

You will not realize gain or loss for U.S. Federal income tax purposes upon the
transfer of shares to the Plan or the withdrawal of whole shares from the Plan.
You will, however, generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in the Plan.

Plan participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the Plan. The Administrator is required to
withhold from dividends paid the appropriate amount determined in accordance
with U.S. Treasury regulations. Any applicable withholding tax may be determined
by treaty between the U.S. and the country in which such participant resides.
Accordingly, the amount of any dividends, net of the applicable withholding tax,
will be credited to participant Plan accounts for the investment in additional
common stock.

The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. Therefore, you
are urged to consult your tax advisors regarding the consequences of
participation in the Plan.

You should rely only on the information incorporated by reference or provided in
this prospectus or in any prospectus supplement. BellSouth has authorized no one
to provide you with different information. BellSouth is not making an offer of
to sell stock in any state or country where the offer is not permitted. You
should not assume that the information in this prospectus or the prospectus
supplement is accurate as of any date other than the date on the front of the
document.

- --------------------------------------------------------------------------------
MISCELLANEOUS

AVAILABLE INFORMATION/INCORPORATION OF DOCUMENTS BY REFERENCE
BellSouth files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information BellSouth files at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. BellSouth's SEC filings are also available to the public
from commercial document retrieval services, on its website at
"http://www.bellsouth.com", and at the website maintained by the SEC at
"http://www.sec.gov."

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<PAGE> 16

The SEC allows BellSouth to "incorporate by reference" the information it files
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. The documents listed below and
any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until the Plan is terminated comprise the
incorporated documents:

(a) Annual Report on Form 10-K for the year ended December 31, 1995;

(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996; June
30, 1996 and September 30, 1996; and

Upon request BellSouth will provide, without charge, a copy of any or all of the
documents incorporated by reference in this document (other than exhibits to
such documents, unless the exhibits are specifically incorporated by reference
in such documents). Your requests for copies should be directed to BellSouth
Investor Relations, 1155 Peachtree Street, Room 14B06, Atlanta, GA 30309-3610
(Telephone: 1-800-241-3419).

STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
In the event dividends are paid in BellSouth common stock, or if BellSouth
common stock is distributed in connection with any stock split or similar
transaction, each account will be adjusted to reflect the receipt of the common
stock so paid or distributed.

VOTING OF PROXIES
BellSouth will mail you proxy materials including a proxy card representing both
the shares for which you hold certificates and the shares, full and fractional,
in your Plan account. The proxy will be voted as indicated by you. If you do not
return the proxy card or if you return it unsigned, none of your shares will be
voted.

RESPONSIBILITY OF ADMINISTRATOR AND BELLSOUTH CORPORATION
Neither BellSouth Corporation nor the Administrator will be liable for any act
they do in good faith or for any good faith omission to act. This includes,
without limitation, any claims of liability for:

- failure to terminate your account upon your death prior to receiving
written notice of such death; or

- relating to purchases or sales prices reflected in your Plan account or
the dates of purchases or sales of your Plan shares; or

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<PAGE> 17

- for any fluctuation in the market value after purchase or sale of shares.

The payment of dividends is at the discretion of BellSouth's Board of Directors
and will depend upon future earnings, the financial condition of BellSouth
Corporation and other factors. The Board may change the amount and timing of
dividends at any time without notice.

Neither BellSouth Corporation nor the Administrator can assure you a profit or
protect you against a loss on the shares you purchase under the Plan.

LEGAL MATTERS
Mr. Walter H. Alford, Executive Vice President and General Counsel of BellSouth
Corporation, has given his opinion regarding the validity of the Common Stock
covered by this Prospectus. Mr. Alford owns common stock and is eligible to
participate in the Plan.

PLAN MODIFICATION OR TERMINATION
BellSouth Corporation reserves the right to suspend, modify or terminate the
Plan at any time. You will receive notice of any such suspension, modification
or termination. BellSouth and the Administrator also reserve the right to change
any administrative procedures of the Plan.

CHANGE OF ELIGIBILITY; TERMINATION
BellSouth reserves the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, BellSouth Shareholder Services will notify
you in writing and will continue to safekeep your shares but will no longer
accept optional cash investments or reinvest your dividends. BellSouth
Shareholder Services will issue a certificate to you upon written request.

FOREIGN PARTICIPATION
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. BellSouth reserves the right to terminate participation of any shareholder
if it deems it advisable under any foreign laws or regulations.

INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements of BellSouth Corporation are included in its Annual
Report on Form 10-K for the year ended December 31, 1995. Coopers & Lybrand
L.L.P., as experts in accounting and auditing, have audited the financial
statements and have issued their report, which refers to BellSouth's required
changes in certain methods of accounting during the years covered by their
report.

13
<PAGE> 18

BELLSOUTH [LOGO]

<PAGE> 19

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

<TABLE>
<S> <C>
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Registration Fee ....................................... $132,010
Accountants' Fees....................................... 3,500*
Miscellaneous Expenses.................................. 10,000*
Blue Sky Fees and Expenses.............................. -0-
--------
Total................................................... $145,510*
========
</TABLE>

* Estimated. Total expenses exclude an estimated $1,930,000 of
annual recurring costs for the operation of the Plan.

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

As authorized by the Georgia Business Corporation Code (the "GBCC"),
BellSouth's Restated Articles of Incorporation limit the monetary liability
of its directors to BellSouth or its shareholders for any breach of their
duty of care or any other duty as a director except (i) for misappropriation
of any business opportunity of BellSouth (ii) for acts or omissions not in
good faith or which constitute intentional misconduct or a knowing violation
of law, (iii) for liability for certain unlawful distributions, or (iv) for
any transaction from which the director derived an improper personal benefit.

As authorized by the GBCC, the shareholders of BellSouth have adopted an
amendment to the By-laws expanding directors and officers indemnification
rights and approved a form of Indemnity Agreement which BellSouth may enter
with its directors or officers. A person with whom BellSouth has entered
into such an Indemnity Agreement (an "Indemnitee") shall be indemnified
against liabilities and expenses related to such person's capacity as an
officer or director or to capacities served with other entities at the
request of BellSouth, except for claims excepted from the limited liability
provisions described above. An Indemnitee is also entitled to the benefits
of any directors' and officers' liability insurance policy maintained for
BellSouth and in the event of a "change in control" of BellSouth, obligations
under the Indemnity Agreement will be secured with a letter of credit in
favor of the Indemnitee in an amount of not less than $1,000,000. BellSouth
has entered into Indemnity Agreements with each of its directors.

The GBCC generally empowers a corporation, without shareholder approval, to
indemnify directors against liabilities in proceedings to which they are
named by reason of serving as a director of the corporation, if such person
acted in a manner believed in good faith to be in or not opposed to the best
interests of the corporation and, in the case of a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful. Without shareholder
approval, indemnification is not permitted of a director adjudged liable to
the corporation in a proceeding by or in the right of the corporation or a
proceeding in which the director is adjudged liable based on a personal
benefit improperly received, absent judicial determination that, in view of
the circumstances, such person is fairly and reasonably entitled to
indemnification of reasonable expenses incurred.

<PAGE> 20

The GBCC permits indemnification and advancement of expenses to officers who
are not directors, to the extent consistent with public policy. The GBCC
provides for mandatory indemnification of directors and officers who are
successful in defending against any proceeding to which they are named
because of their serving in such capacity.

BellSouth's By-laws also provide that BellSouth shall indemnify any person
made or threatened to be made a party to any action (including any action by
or in the right of BellSouth) by reason of service as a director or officer
of BellSouth (or of another entity at BellSouth's request), against
liabilities and expenses if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of BellSouth (and with
respect to any criminal action, had no reasonable cause to believe his
conduct was unlawful), to the maximum extent permitted by the GBCC.

The general limitations in the GBCC as to indemnification may be superseded
to the extent of the limited liability provisions (with respect to directors)
and the Indemnity Agreements, as authorized by the shareholders and as
described above.

The directors and officers of BellSouth are covered by liability insurance
policies pursuant to which (a) they are insured against loss arising from
certain claims made against them, jointly or severally, during the policy
period for any actual or alleged breach of duty, neglect, error,
misstatement, misleading statements, omission or other wrongful act and (b)
BellSouth is entitled to have paid by the insurers, or to have the insurers
reimburse BellSouth for amounts paid by it, in respect of such claims if
BellSouth is required to indemnify officers and directors for such claims.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, (the "Securities Act"), which may be permitted to
directors, officers or persons controlling BellSouth pursuant to the
foregoing provisions, BellSouth has been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the Act and
is therefore unenforceable.

ITEM 16. EXHIBITS.

Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.

<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
4 Articles of Incorporation of BellSouth (Exhibit 3a to Form 10-K for
the year ended December 31, 1990).

4-a BellSouth Corporation Shareholder Rights Agreement (Exhibit 4-b to
Form 8-K for November 27, 1989).

4-b Articles of Amendment to Articles of Incorporation of BellSouth
Corporation.(Exhibit 3a-1 to Form 10-Q for the quarter ended
September 30, 1995, File No. 1-8607)

4-c Bylaws of BellSouth Corporation. (Exhibit 3b to Form 10-Q for the
quarter ended September 30, 1994, File No. 1-8607).

5 Opinion of Walter H. Alford as to the legality of the securities to
be issued.

23-a Consent of Coopers & Lybrand L.L.P., independent accountants.
</TABLE>

2
<PAGE> 21

<TABLE>
<S> <C>
23-b Consent of Walter H. Alford is contained in the opinion of counsel
filed as Exhibit 5.

24 Powers of Attorney executed by officers and directors of BellSouth
who signed this Registration Statement.
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

<PAGE> 22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta and State of Georgia, on
the 4th day of February 1997.

BELLSOUTH CORPORATION

By /s/ Ronald M. Dykes
---------------------------------------
Ronald M. Dykes
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

PRINCIPAL EXECUTIVE OFFICER:
F. Duane Ackerman*
President and
Chief Executive Officer

PRINCIPAL FINANCIAL OFFICER:
Ronald M. Dykes*
Executive Vice President and Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:
W. Patrick Shannon*
Vice President and Controller

DIRECTORS:

<TABLE>
<S> <C>
F. Duane Ackerman* Phyllis Burke Davis*
Reuben V. Anderson* John G. Medlin, Jr.*
James H. Blanchard* Robin B. Smith*
J. Hyatt Brown* C. Dixon Spangler, Jr.*
John L. Clendenin* Ronald A. Terry*
Armando M. Codina* Thomas R. Williams*
Marshall M. Criser* J. Tylee Wilson*
</TABLE>

*By /s/ Ronald M. Dykes
--------------------------------------
Ronald M. Dykes
(Individually and as Attorney-in-Fact)
February 4, 1997

- ---------------------------
* by power of attorney

<PAGE> 23

EXHIBIT INDEX

Exhibit
Number
------
<S> <C>
5 Opinion of Walter H. Alford as to the legality of the securities to
be issued.

23-a Consent of Coopers & Lybrand L.L.P., independent accountants.

23-b Consent of Walter H. Alford is contained in the opinion of counsel
filed as Exhibit 5.

24 Powers of Attorney executed by officers and directors of BellSouth
who signed this Registration Statement.
</TABLE>

<PAGE> 1

EXHIBIT 5

February 4, 1997

BellSouth Corporation
1155 Peachtree Street
Atlanta, GA 30309-3610

Dear Sirs:

With reference to the registration statement which BellSouth Corporation
(the "Company") proposes to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), registering 10,000,000 common shares (par value $1.00 per
share) of the Company (the "Shares") which may be issued and sold under the
Company's Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan"), I
am of the opinion that:

(1) The Company is a corporation duly organized and validly existing
under the laws of the State of Georgia.

(2) All proper corporate proceedings have been taken so that the Shares
have been duly authorized and, upon issuance, in the case of
authorized and unissued shares, and payment therefor in accordance
with the Plan and the resolutions of the Board of Directors of the
Company relating to the adoption of the Plan and the offering and
sale of common shares thereunder, will be legally issued, fully paid
and nonassessable.

I do hereby consent to any reference to me contained in, and to the filing
of this opinion with the Commission in connection with, the registration
statement referred to above and any related registration statements filed
pursuant to Rule 462(b) under the Securities Act.

Very truly yours,

/s/ Walter H. Alford
--------------------
Walter H. Alford

<PAGE> 1

EXHIBIT 23a

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated February 5, 1996, which includes an explanatory
paragraph stating that the Company discontinued accounting for the operations
of BellSouth Telecommunications, Inc. in accordance with Statement of Financial
Accounting Standards No. 71, "Accounting for the Effects of Certain Types of
Regulation," effective June 30, 1995, and changed its method of accounting for
postretirement benefits other than pensions, income taxes and postemployment
benefits in 1993, on our audits of the consolidated financial statements of
BellSouth Corporation included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the reference to our firm
under the caption "Independent Public Accountants."

/s/ Coopers & Lybrand L.L.P.

Atlanta, Georgia
February 4, 1997

<PAGE> 1

EXHIBIT 24

POWERS OF ATTORNEY

<PAGE> 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, two registration statements (the
"Registration Statements") and any amendments thereto; and

WHEREAS, one registration statement will be filed to register Deferred
Compensation Obligations to be issued under the BellSouth Corporation
Compensation Deferral Plan and the other registration statement will be filed
to modify the existing BellSouth Corporation Shareholder Dividend Reinvestment
and Stock Purchase Plan;

NOW THEREFORE, each of the undersigned hereby constitutes and appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen G. Yokley, and
each of them, as attorneys for him in his name, place and stead in each of his
respective capacities in the Company to execute and cause to be filed the
Registration Statements with respect to the securities to be offered and sold
under the plans therein described and thereafter to execute and file an amended
registration statement or statements and a post-effective amendment or
amendments to increase or deregister securities, to withdraw the registration
statements or otherwise, hereby giving and granting to said attorneys full
power and authority (including substitution and revocation) to do and perform
all and every act and thing whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand on the
date indicated.

<TABLE>
<S> <C>
John L. Clendenin September 23, 1996
- ----------------- ------------------
John L. Clendenin Date
Chairman of the Board, President and
Chief Executive Officer
Director
(Principal Executive Officer)

Ronald M. Dykes September 23, 1996
- ----------------- ------------------
Ronald M. Dykes Date
Executive Vice President,
Chief Financial Officer and
Comptroller
(Principal Financial Officer and Principal
Accounting Officer)
</TABLE>

9
<PAGE> 3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to modify the existing BellSouth Corporation Shareholder Dividend
Reinvestment and Stock Purchase Plan.

NOW THEREFORE, the undersigned hereby constitutes and appoints
F. Duane Ackerman, Ronald M. Dykes and Arlen G. Yokley, and each of them, as
attorneys for him in his name, place and stead in his capacity in the Company to
execute and cause to be filed the Registration Statement with respect to the
securities to be offered and sold under the plan therein described and
thereafter to execute and file an amended registration statement and
post-effective amendment or amendments to increase or deregister securities, to
withdraw the registration statement or otherwise, hereby giving and granting to
said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

W. Patrick Shannon
- ------------------
W. Patrick Shannon
Vice President and Controller

January 27, 1997
- ----------------
Date

10
<PAGE> 4

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen G. Yokley, and
each of them, as attorneys for him in his name, place and stead in his capacity
as a director of the Company to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold under the
plans therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment or amendments
to increase or deregister securities, to withdraw the registration statements
or otherwise, hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

F. Duane Ackerman
- -----------------
F. Duane Ackerman
Director

September 23, 1996
- ------------------
Date

11
<PAGE> 5

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

Reuben V. Anderson
- ------------------
Reuben V. Anderson
Director

September 23, 1996
- ------------------
Date

12
<PAGE> 6

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

James H. Blanchard
- ------------------
James H. Blanchard
Director

September 23, 1996
- ------------------
Date

13
<PAGE> 7

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

J. Hyatt Brown
- --------------
J. Hyatt Brown
Director

September 23, 1996
- ------------------
Date

14
<PAGE> 8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

Armando M. Codina
- -----------------
Armando M. Codina
Director

September 23, 1996
- ------------------
Date

15
<PAGE> 9

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

Marshall M. Criser
- ------------------
Marshall M. Criser
Director

September 23, 1996
- ------------------
Date

16
<PAGE> 10

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

Phyllis Burke Davis
- -------------------
Phyllis Burke Davis
Director

September 23, 1996
- ------------------
Date

17
<PAGE> 11

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

John G. Medlin, Jr.
- -------------------
John G. Medlin, Jr.
Director

September 23, 1996
- ------------------
Date

18
<PAGE> 12

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

Robin B. Smith
- --------------
Robin B. Smith
Director

September 23, 1996
- ------------------
Date

19
<PAGE> 13

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

C. Dixon Spangler, Jr.
- ----------------------
C. Dixon Spangler, Jr.
Director

September 23, 1996
- ------------------
Date

20
<PAGE> 14

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

Ronald A. Terry
- ---------------
Ronald A. Terry
Director

September 23, 1996
- ------------------
Date

21
<PAGE> 15

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

Thomas R. Williams
- ------------------
Thomas R. Williams
Director

September 23, 1996
- ------------------
Date

22
<PAGE> 16

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

J. Tylee Wilson
- ---------------
J. Tylee Wilson
Director

September 23, 1996
- ------------------
Date