BELLSOUTH CORP
S-3, 1997-07-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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As filed with the Securities and Exchange Commission on July 15,
1997

                                       Registration No. 333-_____


                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                        _______________________

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

                        BELLSOUTH CORPORATION
      (Exact name of registrant as specified in its charter)

         Georgia                                58-1533433
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)           Identification No.)

                      1155 Peachtree Street, N.E. 
                     Atlanta, Georgia  30309-3610
                            (404) 249-2000
    (Address, including zip code, and telephone number, including
       area code, of registrant's principal executive offices)

                              KEITH B. BREEDEN
                           BellSouth Corporation
                              15G03 Campanile
                        1155 Peachtree Street, N.E.
                       Atlanta, Georgia  30309-3610
                              (404) 249-3035
       (Name, address, including zip code, and telephone number,
               including area code, of agent for service)

                                 Copies To:
 DAVID M. CARTER                             JAMES KARDON
Hunton & Williams                          Hahn & Hessen LLP
951 East Byrd Street                       350 Fifth Avenue 
Richmond, Virginia  23219-4074    New York, New York  10118-0075
(804) 788-7216                              (212) 736-1000 


     Approximate date of commencement of the proposed sale of the
securities to the public:

From time to time after the effective date of this Registration
Statement.

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,
check the following box.  [X]

If this form is filed to register additional securities for an
offering 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.  [ ]

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.  [ ]

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

                    CALCULATION OF REGISTRATION FEE

Title of Each              Proposed    Proposed        
 Class of       Amount     Maximum     Maximum         Amount of
Securities To    To Be     Offering    Aggregate    Registration
Be Registered Registered  Price Per   Offering Price     Fee
                             Unit

Common Stock,  1,048,321   $45.875(1)  $48,091,726(1)  $14,573
$1.00 par        shares
value per
 share

(1)  Estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(c).
                               _______________________

     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>
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 July 15, 1997.
<PAGE>
                              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

     From time to time, National Wireless Holdings Inc. may sell
the shares in transactions on the New York Stock Exchange, on
other exchanges, in privately negotiated transactions or
otherwise.  Alternatively, National Wireless Holdings Inc. may
offer the shares to or through underwriters, brokers or dealers
who may act solely as agents, or who may acquire shares as
principals.  National Wireless Holdings Inc. may pay these
persons usual and customary or specifically negotiated brokerage
fees or commissions in connection with such sales.  In connection
with such sales, National Wireless Holdings Inc. and any
participating brokers or dealers may be deemed "underwriters" as
such term is defined in the Securities Act of 1933, as amended,
and any profits realized or commissions received may be deemed to
be underwriting compensation.

     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 32,495 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 Report on Form 10-Q for the quarter ended
March 31, 1997; and

     (c)     Current Reports on Form 8-K for January 23, April
21, and July 9, 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).  

<PAGE>
                              PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS


Part 14.  Other Expenses of Issuance and Distribution


                                                       BellSouth

Securities and Exchange Commission Filing Fee           $14,573
Legal Fees and Expenses                                   5,000
Printing and Distribution of Registration Statement and
   Prospectus                                             3,000
Accountants' Fees and Expenses                            3,000
Miscellaneous Expenses                                    1,427
          Total                                        $ 27,000


Item 15.  Indemnification of Directors and Officers

     As authorized by the Georgia Business Corporation Code (the
"Georgia Code"), 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 Georgia Code, the shareholders of
BellSouth have adopted an amendment to the bylaws 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 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 Georgia Code 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.

     The Georgia Code permits indemnification and advancement of
expenses to officers who are not directors, to the extent
consistent with public policy.  The Georgia Code 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 bylaws 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 Georgia Code.

     The general limitations in the Georgia Code 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, omissions 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

   5      Opinion of Walter H. Alford, Esquire with respect to
legality

   23(a)  Consent of Coopers & Lybrand L.L.P.

   23(b)  Consent of Walter H. Alford (included in Exhibit 5)

   24     Powers of Attorney

Item 17. Undertakings

     (a) The undersigned Registrant hereby undertakes as follows:

         1.     To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement.

               (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.

             (iii)  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.

     (b)  The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
<PAGE>

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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
15th day of July, 1997.

                                  BELLSOUTH CORPORATION
        

                                   By: /s/ W. Patrick Shannon    

                                       W. Patrick Shannon
                                  Vice President and Controller

     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*
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:

     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*                  J. Tylee Wilson*


                                   *By /s/ W. Patrick Shannon    
                                  W. Patrick Shannon
                          (Individually and as Attorney-in-Fact)
                                       July 15, 1997


<PAGE>
                                                       Exhibit 5







                                                                 

                                                  July 11, 1997


BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610

Dear Sirs:

     With reference to the registration statement which BellSouth
Corporation (the "Company") proposes to file with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, registering 1,048,321 common shares (par value $1.00 per
share) of the Company (the "Shares"), 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 are legally issued,
fully paid and nonassessable. 

     I hereby consent to any references to me contained in, and
to the filing of this opinion with the Securities and Exchange
Commission in connection with, the registration statement
referred to above. 

                                  Very truly yours,

                                  /s/ Walter H. Alford

                                  Walter H. Alford



<PAGE>
                                                   Exhibit 23(a)


             CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration
statement on Form S-3 of BellSouth Corporation of our report,
which includes an explanatory paragraph related to a change in an
accounting method, dated February 3, 1997, on our audits of the
financial statements of BellSouth Corporation as of December 31,
1996 and 1995, and for each of the three years in the period
ended December 31, 1996.  We also consent to the reference to our
firm under the caption "Experts."



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


Atlanta, Georgia
July 11, 1997
<PAGE>

                                                      Exhibit 24

Power of Attorney


KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television, Inc. (the "Transaction").

NOW THEREFORE, each of the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
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 file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.


/s/ F. Duane Ackerman                  June 23, 1997            
F. Duane Ackerman                      Date
President and Chief Executive
Officer
Director
(Principal Executive Officer)


/s/ Ronald M. Dykes                    June 23, 1997            
Ronald M. Dykes                        Date
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)


/s/ W. Patrick Shannon                 June 23, 1997            
W. Patrick Shannon                     Date
Vice President and Controller
(Principal Accounting Officer)<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.


/s/ Reuben V. Anderson                 June 23, 1997            
Reuben V. Anderson                     Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.


/s/ James H. Blanchard                     June 23, 1997         
James H. Blanchard                         Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.


/s/ J. Hyatt Brown                     June 23, 1997            
J. Hyatt Brown                         Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.



/s/ John L. Clendenin                  June 23, 1997            
John L. Clendenin                      Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.



/s/ Armando M. Codina                  June 23, 1997            
Armando M. Codina                      Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for her in her name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction as fully,
to all intents and purposes, as she 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 her hand on
the date indicated.



/s/ Phyllis Burke Davis                June 23, 1997            
Phyllis Burke Davis                    Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.



/s/ John G. Medlin, Jr.                June 23, 1997            
John G. Medlin, Jr.                    Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for her in her name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction as fully,
to all intents and purposes, as she 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 her hand on
the date indicated.



/s/ Robin B. Smith                     June 23, 1997            
Robin B. Smith                         Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.



/s/ C. Dixon Spangler, Jr.             June 23, 1997            
C. Dixon Spangler, Jr.                 Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.



/s/ Ronald A. Terry                    June 23, 1997            
Ronald A. Terry                        Date
<PAGE>
Power of Attorney



KNOW ALL MEN 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 provide
for registration of the secondary offering of common stock of the
Company in connection with the acquisition of South Florida
Television Inc. (the "Transaction").

NOW THEREFORE, the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Arlen G.
Yokley, and each of them, as attorneys for him in his name, place
and stead, to execute and file the Registration Statement,
including the related prospectus, and thereafter to execute and
file such additional or amended registration statement or
statements and/or a post-effective amendment or amendments and an
amended prospectus or prospectuses or amendments or supplements
thereto, to register 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 in connection with the transaction 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.



/s/ J. Tylee Wilson                    June 23, 1997            
J. Tylee Wilson                        Date




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