BELLSOUTH CORP
8-K, 1997-02-06
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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             SECURITIES AND EXCHANGE COMMISSION
                              
                   Washington, D. C. 20549
                              
                              
                              
                          FORM 8-K
                              
                       CURRENT REPORT
                              
                              
           Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934
                              
                              
      Date of Report (Date of earliest event reported):
                      January 23, 1997
                              
                              
                    BELLSOUTH CORPORATION
   (Exact name of registrant as specified in its charter)
                              
                              
      Georgia                 1-8607        58-1533433
    (State or other         (Commission     (IRS Employer
    jurisdiction of         File Number)    Identification
     incorporation)                                No.)
                              
                              
  1155 Peachtree Street, N. E., Atlanta, Georgia 30309-3610
  (Address of principal executive offices)       (Zip Code)
                              
                              
     Registrant's telephone number, including area code
                       (404) 249-2000
Item 5.  Other Events

Fourth quarter earnings per share (EPS) were 64 cents in
1996, an increase of 12.3 percent compared with 57 cents in
the same quarter a year earlier, before special charges
totaling 73 cents.  Including the special charges, in the
fourth quarter of 1995 BellSouth reported a loss of 16 cents
per share.

In 1996, the company added 1,002,000 lines, a 4.7 percent
annual growth rate, and ended the year with 22,135,000
domestic access  lines. Business access lines grew 8.1
percent.

New retail distribution channels and marketing promotions of
phone lines for Internet access, work-at-home, fax machines
and children's numbers spurred fourth quarter sales of
82,000 additional residential lines.

Sales of BellSouth's calling features and convenience
services, such as Caller ID, Call Waiting and MemoryCall(r)
service voice messaging, continued to grow rapidly.  With
more than 29 million features currently activated, revenues
from these services surpassed $1 billion for the first time
in 1996.

BellSouth's domestic and international wireless services
grew by a combined 3,700 new customers every day during
1996.  The company's U.S. cellular operations ended 1996
with 3,612,000 customers, growing by 279,000 in the fourth
quarter and 765,000 for the year.  In BellSouth's 11
international cellular markets,  customers increased to
1,244,000 at December 31.

BellSouth's fourth quarter revenues of $5.1 billion
increased 6.0 percent compared with the same quarter of
1995.  Net income in the quarter was $633 million, compared
with a reported loss of $161 million in the fourth quarter a
year earlier (after special charges totaling $725 million).

In BellSouth's telephone operations, cash operating expenses
were up 0.7 percent in the fourth quarter of 1996.
BellSouth's total operating expenses increased 5.6 percent,
excluding the special charge in the fourth quarter of 1995
related to work force reductions.  When the paging
operations sold by BellSouth in 1996 are excluded from 1995
results, quarterly revenues increased 8.1 percent, and total
operating expenses increased 7.7 percent.

BellSouth's annual revenues of $19.0 billion were up 6.5
percent compared with 1995.  Excluding a first quarter gain
of 35 cents per share on the paging sale, EPS in 1996 was
$2.53, an increase of 12.9 percent compared with $2.24 in
1995, before special charges totaling $3.48 per share.
Including the gain in 1996, EPS was $2.88, compared to
1995's reported loss of $1.24 per share after the special
charges.  Net income in 1996 was $2.9 billion, including the
paging gain of $344 million.  This compared with a reported
loss of $1.2 billion in 1995 (after special charges totaling
$3.5 billion).

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

PRELIMINARY
January 23, 1997
                    BELLSOUTH CORPORATION
              CONSOLIDATED STATEMENTS OF INCOME
           (In Millions, Except Per Share Amounts)

                                 For the Three             
                                 Months Ended     For the Year Ended
                                 December 31,        December 31,
                                1996      1995      1996       1995
                            (unaudited)(unaudited)(unaudited)   
    Operating Revenues:                                      
    Network and related                                      
      services
    Local service             $ 2,070   $ 1,875   $ 8,082    $ 7,294
    Interstate access             881       869     3,553      3,275
    Intrastate access             185       201       812        884
    Toll                          194       242       794      1,009
    Wireless communications       760       704     2,799      2,592
    Directory advertising                                    
      and publishing              642       569     1,742      1,677
    Other services                318       305     1,258      1,155
    Total Operating Revenues    5,050     4,765    19,040     17,886
    Operating Expenses:                                      
    Cost of services and                                     
      products                  1,589     1,654     6,072      6,184
    Depreciation and                                         
      amortization                959       887     3,719      3,455
    Selling, general and                                     
      administrative            1,295     1,099     4,470      3,873
    Work force reduction                                     
      charge                       --     1,082        --      1,082
    Total Operating Expenses    3,843     4,722    14,261     14,594
    Operating Income            1,207        43     4,779      3,292
    Interest Expense              190       192       721        724
    Gain on Sale of Paging                                   
      Business                     --        --       442         --
    Other Income (Expense),                                  
     net                           24       (31)      108         20
    Income (Loss) Before                                     
     Income Taxes and                                        
     Extraordinary Losses       1,041      (180)    4,608      2,588
    Provision for Income                                     
     Taxes                        408       (81)    1,745      1,024
   Income (Loss) Before                                      
     Extraordinary Losses         633       (99)    2,863      1,564
   Extraordinary Loss for                                    
     Discontinuance of SFAS                                  
     No. 71, net of tax            --        --        --     (2,718)
   Extraordinary Loss on                                     
     Early Extinguishment of                                 
     Debt, net of tax              --       (62)       --        (78)
    Net Income (Loss)         $   633   $  (161)  $ 2,863    $(1,232)
                                                             
    PRELIMINARY

    January 23, 1997
                    BELLSOUTH CORPORATION
        CONSOLIDATED STATEMENTS OF INCOME (Continued)
           (In Millions, Except Per Share Amounts)

                                 For the Three             
                                 Months Ended     For the Year Ended
                                 December 31,        December 31,
                                1996      1995      1996       1995
                           (unaudited)(unaudited)(unaudited)
    Weighted Average Common                                  
     Shares Outstanding           993       993       994       993
    Dividends Declared Per                                   
     Common Share             $   .36   $   .36   $  1.44    $ 1.41
    Earnings (Loss) Per                                      
     Share:
    Income (Loss) Before                                     
     Extraordinary Losses     $   .64   $  (.10)  $  2.88    $ 1.57
   Extraordinary Loss for                                    
    Discontinuance of SFAS                                   
    No. 71, net of tax             --        --        --     (2.73)
   Extraordinary Loss on                                     
    Early Extinguishment of                                  
    Debt, net of tax               --     (.06)        --      (.08)
    Earnings (Loss) Per Share $   .64   $ (.16)   $  2.88    $(1.24)
                                                             
    PRELIMINARY
    January 23, 1997
                    BELLSOUTH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
           (In Millions, Except Per Share Amounts)
                              
                                    December 31,                     
                                        1996       December 31,     
                ASSETS               (Unaudited)       1995         
    Current Assets:                                                  
     Cash and cash equivalents      $   1,178       $  1,711         
     Temporary cash investments            51             71         
     Accounts receivable, net of                                     
      allowance for uncollectibles                  
      of $180 and $171                  4,087          3,772
     Material and supplies                451            430         
     Other current assets                 531            521         
                                        6,298          6,505         
    Investments and Advances            2,430          2,418         
    Property, Plant and Equipment:                                   
     Property, Plant and Equipment     50,059         46,869         
     Accumulated Depreciation          28,234         25,777         
                                       21,825         21,092         
    Intangible Assets, net              1,405          1,527         
    Deferred Charges and Other                                       
     Assets                               610            338
    Total Assets                     $ 32,568       $ 31,880         
                                                                    
    LIABILITIES AND SHAREHOLDERS' EQUITY                            
    Current Liabilities:                                             
     Debt maturing within one year   $  2,124       $  2,951         
     Accounts payable                   1,446          1,724         
     Other current liabilities          2,871          2,715         
                                        6,441          7,390         
    Long-Term Debt                      8,116          7,924         
    Deferred Credits and Other                                       
     Liabilities:
     Accumulated deferred income                                     
      taxes                             1,899          1,650
     Unamortized investment tax                                      
      credits                             278            355
     Other liabilities and                                           
      deferred credits                  2,585          2,736
                                        4,762          4,741         
    Shareholders' Equity:                                            
     Common stock, $1 par value         1,009          1,007         
     Paid-in capital                    7,697          7,619         
     Retained earnings                  5,541          4,099         
     Shares held in trust                                            
      and treasury                       (532)          (374)
     Guarantee of ESOP debt              (466)          (526)        
                                       13,249         11,825         
    Total Liabilities and                                           
     Shareholders' Equity            $ 32,568       $ 31,880
     
    PRELIMINARY

    January 23, 1997
                              
               BELLSOUTH FINANCIAL HIGHLIGHTS
                        SELECTED DATA
                         (UNAUDITED)
       (Dollars in Millions, Except Per Share Amounts)

                                     Three Months   Three Months    
                                         Ended          Ended
                                     December 31,   December 31,
                                         1996           1995
                                                                  
                                                                  
    Earnings (Loss) per share           $  .64         $ (.16)(a) 
                                                                  
    Return to average common                                      
     equity (annualized)                  19.1%          (5.3%)
                                                                  
    Return to average total                                       
     capital(annualized)                  13.4%          (0.2%)
                                                                  
    Weighted average common shares                                
     outstanding (millions)                993            993
                                                                  
    Dividends per share                 $  .36         $  .36     
                                                                  
    Property additions                  $1,162         $  1,332   



                                        At December 31,          
                                        1996       1995          
                                                             
    Common shares outstanding                                
     (millions)                          991        994
                                                             
    Debt ratio                          43.5%      46.7%     
                                                             
    Total employees                    81,241     87,571     
                                                             

(a)  Includes the impact of an after-tax charge for work
     force reductions of $663 ($.67 per share) and a debt
     refinancing charge of $62 ($.06 per share).


    PRELIMINARY

    January 23, 1997

               BELLSOUTH FINANCIAL HIGHLIGHTS
                        SELECTED DATA
                         (UNAUDITED)
       (Dollars in Millions, Except Per Share Amounts)

                                      Year Ended     Year Ended     
                                     December 31,   December 31,
                                         1996           1995
                                                                  
                                                                  
    Earnings (Loss) per share           $ 2.88(a)      $(1.24)(b) 
                                                                  
    Return to average common                                      
     equity                               22.4%         (9.2%)
                                                                  
    Return to average total                                       
     capital                              15.0%         (2.7%)
                                                                  
    Weighted average common shares                                
     outstanding (millions)                994            993
                                                                  
    Dividends per share                 $ 1.44         $ 1.41     
                                                                  
    Property additions                  $4,386         $4,092     

(a) Includes an after-tax gain of $344 ($.35 per share) from
   sale of paging business.

(b) Includes the impact of an extraordinary charge of $2,718
   ($2.73 per share) related to discontinuance of SFAS No.
   71, an after-tax charge for work force reductions of
   $663 ($.67 per share) and debt refinancing charges of
   $78 ($.08 per share).

    PRELIMINARY

    January 23, 1997
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
              CONSOLIDATED STATEMENTS OF INCOME
                        (In Millions)
                              
                                 For the Three             
                                 Months Ended     For the Year Ended
                                 December 31,        December 31,
                                1996       1995     1996       1995
                            (unaudited)(unaudited)(unaudited)  
    Operating Revenues:                                     
    Local service             $ 2,070   $ 1,875   $ 8,082   $ 7,294
    Interstate access             881       869     3,553     3,275
    Intrastate access             185       201       812       884
    Toll                          194       242       794     1,009
    Other                         386       592     1,535     2,078
 Total Operating Revenues       3,716     3,779    14,776    14,540
                                                            
    Operating Expenses:                                     
    Cost of services and                                    
     products                   1,279     1,374     5,133     5,268
    Depreciation and                                        
     amortization                 828       779     3,255     3,065
    Selling, general and                                    
     administrative               760       651     2,681     2,344
    Work force reduction                                    
     charge                        --     1,082        --     1,082
                                                            
 Total Operating Expenses       2,867     3,886    11,069    11,759
                                                            
    Operating Income (Loss)       849      (107)    3,707     2,781
                                                            
    Interest Expense              142       148       552       573
    Other Income, net               3         7        20        27
                                                            
    Income (Loss) Before                                    
     Income Taxes and                                       
     Extraordinary Losses         710      (248)    3,175     2,235
    Provision for Income                                    
     Taxes                        251      (126)    1,170       818
                                                            
   Income (Loss) Before                                     
    Extraordinary Losses          459      (122)    2,005     1,417
   Extraordinary Loss for                                   
    Discontinuance of SFAS                                  
    No. 71, net of tax             --        --        --    (2,718)
   Extraordinary Loss on                                    
    Early Extinguishment of                                 
    Debt, net of tax               --      (62)        --       (78)
                                                            
    Net Income (Loss)         $   459   $ (184)   $ 2,005   $(1,379)

    PRELIMINARY
                              
    January 23, 1997
                              
      BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS
                        SELECTED DATA
                         (UNAUDITED)

                                       Three Months   Three Months
                                           Ended          Ended
                                       December 31,   December 31,
                                            1996          1995
                                                      
       Property additions (millions)       $ 790          $ 959
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          17,217         15,969
                                                      
       Intrastate                           5,469          4,993
                                                      
       IntraLATA toll messages                231            323
        (millions)

     
                                        Year Ended     Year Ended
                                       December 31,   December 31,
                                            1996          1995
                                                      
       Property additions (millions)       $3,232         $3,218
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          67,690         62,411
                                                      
       Intrastate                          21,171         19,197
                                                      
       IntraLATA toll messages                        
        (millions)                          1,023          1,374

                                              At December 31,
                                           1996            1995
                                                      
       Debt ratio                           49.4%          51.9%
                                                      
       Telephone employees                 62,425         68,585
                                                      
       Network access lines in                        
        service (thousands)                22,135         21,133
                                                      
                                                      
     

                          SIGNATURE


Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.


BELLSOUTH CORPORATION


By: /s/ W. Patrick Shannon
    W.Patrick Shannon
    Vice President, Controller
    February 6, 1997



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