PROSPECTUS
1,048,321 Shares
BellSouth Corporation
Common Stock
___________________
National Wireless Holdings Inc. is offering for sale
1,048,321 shares of BellSouth Corporation common stock.
BellSouth will not receive any of the proceeds from the sale
of the shares but will bear the expenses in connection with their
registration.
BellSouth common stock is listed on the New York Stock
Exchange under the symbol "BLS."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE BELLSOUTH
COMMON STOCK TO BE ISSUED UNDER THIS PROSPECTUS OR DETERMINED IF
THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 29, 1997.
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BUSINESS OF BELLSOUTH
BellSouth Corporation is a holding company providing
telecommunications services and communications systems and
products. BellSouth provides predominantly tariffed
telecommunications services to approximately two-thirds of the
population and one-half of the territory within Alabama, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South
Carolina and Tennessee. BellSouth's other primary businesses are
wireless and international communications services and
advertising and publishing products. Its principal executive
offices are located at 1155 Peachtree Street, Atlanta, Georgia
30309-3610, and its telephone number is (404) 249-2000.
THE SELLING SHAREHOLDER
National Wireless Holdings Inc. is offering 1,048,321 shares
of BellSouth common stock, which it received from BellSouth in a
merger transaction. National Wireless Holdings Inc. has not had
any material relationship with BellSouth or any affiliate of
BellSouth within the past three years, other than the merger
transaction. National Wireless Holdings Inc. does not own more
than one percent of the outstanding BellSouth common stock and is
offering all BellSouth common stock owned by it.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time by National
Wireless Holdings Inc., or by pledgees, donees, transferees or
other successors in interest including, without limitation, Bear,
Stearns & Co. Inc. Such sales may be made on one or more
exchanges or in the over-the-counter market, or otherwise at
prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The
shares may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of such
exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In
addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus. From time to time National
Wireless Holdings Inc. may engage in short sales, short sales
versus the box, puts and calls and other transactions in
securities of the issuer or derivatives thereof, and may sell and
deliver the shares in connection therewith.
In effecting sales, brokers or dealers engaged by National
Wireless Holdings Inc. may arrange for other brokers or dealers
to participate. Brokers or dealers will receive commissions or
discounts from National Wireless Holdings Inc. in amounts to be
negotiated immediately prior to the sale. National Wireless
Holdings Inc. and agents who execute orders on their behalf may
be deemed to be underwriters as that term is defined in Section
2(11) of the Securities Act and a portion of any proceeds of
sales and discounts, commissions or other compensation may be
deemed to be underwriting compensation for purposes of the
Securities Act of 1933, as amended.
BellSouth will bear the expenses in connection with the
registration of the shares and compliance with applicable state
securities or Blue Sky laws.
BellSouth also will indemnify National Wireless Holdings
Inc. against certain liabilities under applicable securities laws
or contribute to payments National Wireless Holdings Inc. may be
required to make.
Any of the underwriters, dealers, brokers or agents may have
other business relationships with BellSouth and its affiliates in
the ordinary course of business.
EXPERTS
The consolidated financial statements of BellSouth and
subsidiaries incorporated by reference in this Prospectus from
BellSouth's Annual Report on Form 10-K for the year ended
December 31, 1996 have been incorporated herein in reliance on
the report, which includes an explanatory paragraph related to a
change in an accounting method, of Coopers & Lybrand L.L.P.,
independent accountants, also incorporated herein by reference,
given on the authority of that firm as experts in accounting and
auditing.
LEGAL OPINION
The legality of the BellSouth common stock being offered
will be passed on for BellSouth by Walter H. Alford, Executive
Vice President and General Counsel of BellSouth. Mr. Alford
beneficially owns approximately 34,300 shares of BellSouth common
stock.
WHERE YOU CAN FIND MORE INFORMATION
BellSouth files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information on file at the
SEC's public reference room in Washington, D.C. You can obtain
copies of these documents, upon payment of a duplicating fee, by
writing to the SEC. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference
rooms. SEC filings are also available to the public on the SEC
Internet site at http://www.sec.gov. and BellSouth's filings also
are available on its Website at http://www.bellsouth.com.
Because BellSouth common stock is traded on the NYSE, you also
can inspect copies of these documents at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005. As permitted by the Rules and Regulations of the SEC,
this Prospectus does not contain all the information set forth in
the Registration Statement, of which this Prospectus is a part,
which has been filed by BellSouth with the SEC to register the
BellSouth common stock.
Neither BellSouth nor National Wireless Holdings Inc. has
authorized anyone to give any information regarding the offer
other than the information in this Prospectus. This Prospectus
is not an offer to sell or a solicitation of an offer to buy any
securities other than the BellSouth common stock it describes,
nor is it an offer to or solicitation of anyone to whom it would
be unlawful to make an offer or solicitation. Neither the
delivery of this Prospectus nor the distribution of any of the
securities to which this Prospectus relates implies that the
information is correct as of any time after the date of this
Prospectus.
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 we
have listed below, and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934 until the termination of the offering, comprise the
incorporated documents:
(a) Annual Report on Form 10-K for the year ended
December 31, 1996, which includes the description
of BellSouth common stock;
(b) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997; and
(c) Current Reports on Form 8-K for January 23, April
21, July 1, 1997, July 9, 1997 and July 24, 1997.
Upon request, BellSouth will provide, without charge, a copy
of any or all of its documents incorporated by reference in this
document (other than exhibits to such documents, unless the
exhibits are specifically incorporated by reference in such
documents). You should direct requests for copies to BellSouth
Investor Relations, 1155 Peachtree Street, Room 14B06, Atlanta,
Georgia 30309-3610 (Telephone: 1-800-241-3419).
