BELLSOUTH CORP
8-K, 1997-05-01
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):
                       April 21, 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

First Quarter Earnings

BellSouth Corporation (NYSE: BLS) reported earnings per
share (EPS) of 70 cents in the first quarter of 1997.

EPS increased 11.1 percent compared with 63 cents in the
first quarter a year ago, before a one-time gain of 35 cents
in 1996 on the sale of paging operations.

BellSouth's access lines increased 379,000 in the three
months ended March 31, 1997 compared to an increase of
359,000 in the first quarter of 1996.  The 4.8 percent
annual growth was driven by strong demand in the consumer
market.  Total residential lines increased by 254,000 in the
first three months of 1997.  Additional residential lines
increased 106,000.

Sales of BellSouth's calling features and convenience
services, such as Caller ID, Caller ID Deluxe, Call Waiting
and MemoryCallr service voice messaging, continued to grow
rapidly, posting a 24 percent increase in total features
activated. Total revenues from vertical services were $295
million in the first quarter of 1997, up 29 percent from the
same three months of 1996.

BellSouth continued its growth in wireless communications,
both in the U.S. and in international markets.  The
company's U.S. cellular operations ended the first quarter
with 3.8 million customers, an annual growth rate of 24
percent.  In BellSouth's international cellular markets,
customers increased 76 percent since the first quarter of
1996, reaching 1.5 million.  With the addition of Peru,
Nicaragua and Ecuador during the first quarter of 1997,
BellSouth now serves cellular markets in 14 countries with
188 million potential customers.

BellSouth's first quarter revenues of $4.8 billion increased
6.7 percent compared with the same quarter of 1996.  Total
operating expenses increased 4.0 percent, primarily
reflecting customer growth in wireless.  In BellSouth's
telephone operations, cash operating expenses declined 1.6
percent compared with the first quarter of 1996.  Net income
in the quarter was $693 million, compared with $626 million
in the first quarter a year earlier (before the one-time
gain of $344 million on the sale of paging operations.)

1997 Earnings Growth

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.

South Carolina Settlement

In 1994, the South Carolina Public Service Commission
ordered BellSouth Telecommunications to refund approximately
$29 million, plus interest, based on an investigation of
1992 earnings.  The Commission postponed review of earnings
in 1993 and 1994 pending final resolution of the 1992
period.   The order with respect to the 1992 period was
substantially affirmed by the South Carolina Court of Common
Pleas in October 1996 and BellSouth Telecommunications began
to pursue further review of the decision.

On April 29, 1997, BellSouth Telecommunications, the
Commission and other parties to the proceeding agreed on a
settlement to claims of alleged overearnings for the years
1992 through 1994.  Under the terms of the settlement,
BellSouth Telecommunications will pay approximately $72
million to its customers.  Accordingly, BellSouth will
record a charge of approximately $.05 per share in the
second quarter of 1997 associated with the settlement.

PRELIMINARY
April 21, 1997
                    BELLSOUTH CORPORATION
              CONSOLIDATED STATEMENTS OF INCOME
           (In Millions, Except Per Share Amounts)
                         (Unaudited)

                                 For the Three             
                                 Months Ended
                                   March 31,
                                1997      1996               
    Operating Revenues:                                      
     Network and related                                      
       services
     Local service            $ 2,104   $ 1,930              
     Interstate access            917       909              
     Intrastate access            218       218              
     Toll                         174       207              
     Wireless communications      765       625              
     Directory advertising                                   
       and publishing             361       318
     Other services               306       334              
    Total Operating Revenues    4,845     4,541              
                                                             
    Operating Expenses:                                      
     Cost of services and                                     
       products                 1,422     1,468
     Depreciation and                                         
       amortization               960       903
     Selling, general and                                     
       administrative           1,110       987
    Total Operating Expenses    3,492     3,358              
                                                             
    Operating Income            1,353     1,183              
                                                             
    Interest Expense              183       180              
    Gain on Sale of Paging                                   
      Business                      -       442
    Other Income (Expense),                                  
     net                           (7)       36
                                                             
    Income Before Income                                     
     Taxes                      1,163     1,481
    Provision for Income                                     
     Taxes                        470       511
                                                             
    Net Income                $   693   $   970              
                                                             
    Weighted Average Common                                  
     Shares Outstanding           992       994
    Dividends Declared Per                                   
     Common Share             $   .36   $   .36
    Earnings Per Share        $   .70   $   .98              

    PRELIMINARY
    April 21, 1997
                    BELLSOUTH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
           (In Millions, Except Per Share Amounts)
                              
                                     March 31,   December 31,       
                                        1997         1996           
                                    (Unaudited)                    
                ASSETS                                             
    Current Assets:                                                 
     Cash and cash equivalents       $    946     $  1,178          
     Temporary cash investments            43           51          
     Accounts receivable, net of                                    
       allowance for uncollectibles               
       of $185 and $180                 3,982        4,087
     Material and supplies                423          451          
     Other current assets                 547          531          
       Total Current Assets             5,941        6,298          
    Investments and Advances            2,821        2,430          
    Property, Plant and Equipment:                                  
     Property, Plant and Equipment     50,727       50,059          
     Accumulated Depreciation          28,944       28,234          
                                       21,783       21,825          
    Deferred Charges and Other                                      
     Assets                               536          610
    Intangible Assets, net              1,445        1,405          
    Total Assets                     $ 32,526     $ 32,568          

    LIABILITIES AND SHAREHOLDERS' EQUITY                           
    Current Liabilities:                                            
     Debt maturing within one year   $  1,635     $  2,124          
     Accounts payable                   1,391        1,446          
     Other current liabilities          3,111        2,871          
       Total Current Liabilities        6,137        6,441          
    Long-Term Debt                      7,961        8,116          
    Deferred Credits and Other                                      
     Liabilities:
     Accumulated deferred income                                    
      taxes                             1,872        1,899
     Unamortized investment tax                                     
      credits                             262          278
     Other liabilities and                                          
      deferred credits                  2,641        2,585
     Total Deferred Credits and                                    
       Other Liabilities                4,775        4,762
    Shareholders' Equity:                                           
     Common stock, $1 par value         1,009        1,009          
     Paid-in capital                    7,698        7,697          
     Retained earnings                  5,879        5,541          
     Shares held in trust and                                       
       treasury                          (499)        (532)
     Guarantee of ESOP debt              (434)        (466)         
       Total Shareholders' Equity      13,653       13,249          
    Total Liabilities and                                          
     Shareholders' Equity            $ 32,526     $ 32,568
                              
                          PRELIMINARY
                         April 21, 1997
                              
               BELLSOUTH FINANCIAL HIGHLIGHTS
                        SELECTED DATA
                         (UNAUDITED)

                                     Three Months  Three Months     
                                        Ended          Ended
                                      March 31,      March 31,
                                         1997          1996
                                                                  
                                                                  
                                                                  
    Earnings per share                  $  .70        $  .98(a)   
                                                                  
    Return on average common                                      
     equity (annualized)                  20.5%         31.6%
                                                                  
    Return on average total                                       
     capital(annualized)                  14.3%         19.4%
                                                                  
    Weighted average common shares                                
     outstanding (millions)                992           994
                                                                  
    Dividends per share                 $  .36        $  .36      
                                                                  
    Property additions (millions)       $  901        $  902      



                                          At March 31,           
                                        1997       1996          
                                                             
    Common shares outstanding                                
     (millions)                          992        994
                                                             
    Debt ratio                          41.2%      43.0%     
                                                             
    Total employees                    81,803     85,905     
                                                             
     
(a)  Includes an after-tax gain of $344 ($.35 per share)
  from sale of paging business.

    PRELIMINARY
    April 21, 1997
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
              CONSOLIDATED STATEMENTS OF INCOME
                        (In Millions)
                         (Unaudited)
                              
                                 For the Three    
                                 Months Ended
                                   March 31,
                                1997      1996                  
                                                            
   Operating Revenues:                                     
     Local service             $ 2,104   $ 1,930             
     Interstate access             917       909             
     Intrastate access             218       218             
     Toll                          174       207             
     Other                         392       391             
   Total Operating Revenues      3,805     3,655             
                                                            
   Operating Expenses:                                     
     Cost of services and                                    
       products                  1,205     1,260
     Depreciation and                                        
       amortization                819       798
     Selling, general and                                    
       administrative              630       604
   Total Operating Expenses      2,654     2,662             
                                                            
   Operating Income              1,151       993             
                                                            
   Interest Expense                134       139             
   Other Income, net                 2        11             
                                                            
   Income Before Income                                    
    Taxes                        1,019       865
   Provision for Income                                    
    Taxes                          386       326
                                                            
   Net Income                  $   633   $   539             
                              

                          PRELIMINARY
                         April 21, 1997
                              
      BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS
                        SELECTED DATA
                         (UNAUDITED)


                              

                                       Three Months   Three Months
                                           Ended          Ended
                                         March 31,      March 31,
                                           1997           1996
                                                      
       Property additions (millions)       $ 732          $ 738
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          17,721         16,660
                                                      
       Intrastate                           5,552          5,118
                                                      
       IntraLATA toll messages                230            281
        (millions)



                                               At March 31,
                                           1997            1996
                                                      
       Debt ratio                           47.7%          49.5%
                                                      
       Telephone employees                 62,307         68,425
                                                      
       Network access lines in                        
        service (thousands)                22,514         21,492
                                                      
                                                      
     

                          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 and Controller
    April 30, 1997



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