BELLSOUTH CORP
8-K, 1998-01-23
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 22, 1998


                      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 1997 Earnings

On January 22, 1998, BellSouth announced earnings for the fourth
quarter of 1997.  See Exhibit 99 for a complete copy of the
related press release.

1997-1998 Earnings Growth

BellSouth believes that normalized earnings growth could be in
the low double digits through 1998. 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 final
resolution of the access reform and universal service orders of
the FCC (and the resultant customer impacts) is reasonably revenue 
neutral; (4) local wireline and wireless service competition 
does not have significantly increasing adverse impact on
earnings through 1998; (5) BellSouth's expectations as to the cost 
and success of its efforts for year 2000 compliance, including the 
success of its key suppliers and customers, are reasonably 
accurate; and (6) the current level of economic, monetary and 
political stability continues in foreign countries in which 
BellSouth has significant investments or operations.  Any developments 
significantly deviating from these assumptions could cause 
actual results to differ materially from those in the above 
forward-looking statements.




Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.

  99           Press Release - Fourth Quarter 1997 Earnings



                            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
    January 22, 1998





  
                                                EXHIBIT 99

ATLANTA  BellSouth Corporation (NYSE: BLS) reported 12.5 percent 
growth in earnings per share (EPS) for the fourth quarter of the 
year, excluding special items.  It was the fifth year in a row of 
improved operating results for BellSouth.  For the full year, EPS 
improved 12.3 percent, excluding special items which increased 
reported EPS by 45 cents.

Fourth quarter EPS was a record 72 cents in 1997, not including a 
gain of 2 cents on the sale of BellSouth's interest in Bellcore, a 
telecommunications research company, and a charge of 1 cent for 
retiring long-term debt early.  EPS in the fourth quarter of 1996 
was 64 cents.

"Our earnings momentum continues to be a direct result of executing 
our three strategies," said Duane Ackerman, BellSouth's chairman and
chief executive officer.  "By focusing on what our customers need, 
we're driving record growth in our nine-state telecommunications 
region, growing our domestic wireless business profitably, and 
expanding our international businesses, primarily in Latin America.  
That focus and execution result in continued strength in earnings."

For the fourth year in a row, BellSouth set a record for the number 
of new access lines.  Growth was driven by continued success in 
marketing additional lines and by a strong regional economy in the 
South.  The company added 1,066,000 lines in 1997, including an 
unprecedented 233,000 during the fourth quarter.  The 4.8 percent 
annual growth in total access lines is the highest for any calendar 
year in the company's history.  

Residential lines grew 4.6 percent in 1997, also a record pace, and 
business lines grew 5.3 percent to more than 7,088,000.  The 
company's 15.8 million residential lines include nearly 1.9 million 
additional lines.  Promotions keying on customers' demands for 
Internet access, children's phones, fax machines and other work-at-
home tools have helped boost the penetration of additional lines to 
about one in every seven BellSouth residential customers.

Sales of BellSouth's telephone calling features continued to grow 
rapidly.  Revenues from services such as Caller ID Deluxe and 
MemoryCall(SM) service voice messaging were $346 million in the 
fourth quarter of 1997, up 20 percent from the same three months 
of 1996.  For the full year, calling feature revenue grew 24 percent 
to $1.3 billion in 1997.
 
With demand for sophisticated, secure data services exploding in all 
market segments, BellSouth tailors more than 80 of these products to 
the special needs of large and small businesses, as well as to consumers.  
Revenues from BellSouth's digital services for business customers were 
$1.3 billion in 1997, up 27 percent from 1996.

BellSouth's wireless customer base worldwide grew by 33 percent during 
1997.  In the U.S., the company's cellular and PCS businesses added 
149,000 customers during the fourth quarter, and ended the year with 
4.2 million.  For the year, BellSouth's domestic wireless operations 
grew by 550,000 customers, or 15 percent.

In BellSouth's 13 international cellular markets, customers more than 
doubled for the year, growing 107 percent to 1,882,000.  BellSouth 
passed the million customer milestone in Latin America, where 
customers increased 131 percent.

BellSouth's fourth quarter consolidated revenues of $5.6 billion 
increased 10.9 percent compared with the same quarter of 1996.  
Total operating expenses increased 7.9 percent.  These results 
include for the first time certain international operations that 
previously had been reflected only in other income.  As a result, 
fourth quarter revenue and expense growth rates increased by 
approximately 2 to 3 percentage points.

Net income in the fourth quarter was $729 million, including $23 
million from the gain on the Bellcore sale, partially offset by a 
charge of $9 million for retiring the debt.  Net income in the 
fourth quarter a year ago was $633 million.

For the year, BellSouth's revenues of $20.6 billion were up 8.0 
percent compared with 1996.  Total operating expenses increased 
6.5 percent, as the company's telephone operations moved to the 
top of the industry in employee productivity.  

Excluding special items in both years, EPS in 1997 was $2.84, 
compared with $2.53 in 1996.  Including the special items, 
reported EPS was $3.29 in 1997, compared with $2.88 in the 
previous year.  Net income excluding special items was $2.8 
billion in 1997 compared to $2.5 billion in 1996.  Reported 
net income in 1997 was $3.3 billion versus $2.9 billion in 1996. 

BellSouth is a $20 billion communications services company.  It 
provides telecommunications, wireless communications, directory 
advertising and publishing, video, Internet and information 
services to more than 29 million customers in 20 countries worldwide.


NOTE:  For more information about BellSouth, visit the BellSouth Web 
page at http://www.bellsouth.com.  BellSouth news releases dating 
back one year are available by fax at no charge by calling 
1-800-758-5804, ext. 095650.





                                                                  
    PRELIMINARY
    January 22, 1998
                         BELLSOUTH CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
                (In Millions, Except Per Share Amounts)

                                 For the Three          For the
                                 Months Ended         Year Ended
                                 December 31,        December 31,
                                1997      1996      1997       1996
                              (Unaudit  (Unaudit  (Unaudit       
                                 ed)       ed)       ed)
    Operating Revenues:                                      
    Network and related                                      
      services
    Local service             $ 2,184   $ 2,070   $ 8,499    $ 8,082
    Interstate access             912       881     3,673      3,553
    Intrastate access             209       185       810        812
    Toll                          185       194       734        794
    Wireless communications     1,046       760     3,555      2,799
    Directory advertising                                    
      and publishing              707       642     1,934      1,742
    Other services                357       318     1,356      1,258
    Total Operating Revenues    5,600     5,050    20,561     19,040
                                                             
    Operating Expenses:                                      
    Cost of services and                                     
      products                  1,730     1,589     6,254      6,072
    Depreciation and                                         
      amortization              1,025       959     3,964      3,719
    Selling, general and                                     
      administrative            1,392     1,295     4,967      4,470
    Total Operating Expenses    4,147     3,843    15,185     14,261
                                                             
    Operating Income            1,453     1,207     5,376      4,779
                                                             
    Interest Expense              196       190       761        721
    Gain on Sales of                                         
     Operations                    --        --       787        442
    Other Income(Expense),net     (27)       24        19        108
                                                             
    Income Before Income                                     
     Taxes and Extraordinary    1,230     1,041     5,421      4,608
     Loss
    Provision for Income                                     
     Taxes                        492       408     2,151      1,745
   Income Before                                             
     Extraordinary Loss           738       633     3,270      2,863
   Extraordinary Loss on                                     
     Early Extinguishment of                                 
     Debt, net of tax              (9)       --        (9)        --
                                                             
    Net Income                $   729   $   633   $ 3,261    $ 2,863
                                   
    PRELIMINARY
    January 22, 1998
                         BELLSOUTH CORPORATION
             CONSOLIDATED STATEMENTS OF INCOME (Continued)
                (In Millions, Except Per Share Amounts)

                                 For the Three          For the
                                 Months Ended         Year Ended
                                 December 31,        December 31,
                                1997      1996      1997       1996
                              (Unaudit  (Unaudit  (Unaudit       
                                 ed)       ed)       ed)
                                                             
  Weighted Average Common                                    
   Shares Outstanding
     Basic                        992       993       992       994
     Diluted                      995       995       995       996
  Dividends Declared Per                                     
   Common Share               $   .36   $   .36   $  1.44    $  1.44
                                                             
  Earnings Per Share:                                        
   Basic                                                     
    Income Before                                            
     Extraordinary Loss       $   .74   $   .64   $  3.30    $  2.88
    Extraordinary Loss on                                    
     Early Extinguishment of                                 
     Debt, net of tax            (.01)       --      (.01)        --
    Net Income                $   .73   $   .64   $  3.29    $  2.88
   Diluted                                                   
    Income Before                                            
     Extraordinary Loss       $   .74   $   .64   $  3.29    $  2.87
    Extraordinary Loss on                                    
     Early Extinguishment of                                 
     Debt, net of tax            (.01)       --      (.01)        --
    Net Income                $   .73   $   .64   $  3.28    $  2.87








    PRELIMINARY
    January 22, 1998
                                   
                         BELLSOUTH CORPORATION
                           EARNINGS SUMMARY
                              (Unaudited)

                                     For the Three         For the
                                     Months Ended        Year Ended
                                     December 31,       December 31,
                                     1997     1996     1997      1996
                                                                   
 Net Income                                                        
  Reported Net Income              $  729   $  633   $ 3,261   $ 2,863
  Gain on Sale of Optus                                        
   Communications(a)                   --       --      (352)       --
  Gain on Sale of ITT World                                    
   Directories(a)                      --       --      (128)       --
  Gain on Sale of Bellcore (a)        (23)      --       (23)       --
  South Carolina Regulatory                                    
   Settlement(b)                       --       --        47        --
  Extraordinary Loss on Early                                  
   Extinguishment of Debt(c)            9       --         9        --
  Gain on Sale of Paging                                       
   Subsidiary(d)                       --       --        --      (344)
  Adjusted Net Income              $  715   $  633   $ 2,814   $ 2,519
                                                               
 Basic Earnings Per Share                                      
  Reported Earnings Per Share      $  .73   $  .64   $  3.29   $  2.88
  Gain on Sale of Optus                                        
   Communications(a)                   --       --      (.35)       --
  Gain on Sale of ITT World                                    
   Directories(a)                      --       --      (.13)       --
  Gain on Sale of Bellcore (a)       (.02)      --      (.02)       --
  South Carolina Regulatory                                    
   Settlement(b)                       --       --       .05        --
  Extraordinary Loss on Early                                  
   Extinguishment of Debt(c)          .01       --       .01        --
  Gain on Sale of Paging                                       
   Subsidiary(d)                       --       --        --      (.35)
  Adjusted Earnings Per Share(e)   $  .72   $  .64   $  2.84   $  2.53

                                   
  (a)  Represents the after-tax gains on the sales of Optus
       Communications, ITT World Directories and Bellcore, respectively.  
       The pre-tax gains on the sales were $578, $209 and $38, 
       respectively.
  (b)  Represents the after-tax effect of a regulatory settlement in
       South Carolina which occurred in second quarter 1997.
  (c)  Represents losses incurred in connection with the early
       redemption of certain debt issues in fourth quarter 1997.
  (d)  Represents the after-tax gain on the sale of BellSouth's paging
       business which occurred in first quarter 1996.  The pre-tax gain on
       the sale was $442.
  (e)  Adjusted earnings per share for the year ended December 31, 1997
       does not sum due to rounding.


   PRELIMINARY
   January 22, 1998
                         BELLSOUTH CORPORATION
                      CONSOLIDATED BALANCE SHEETS
                (In Millions, Except Per Share Amounts)
                                   
                                    December 31,   December 31,
                                        1997           1996
                                     (Unaudited)   
                ASSETS                             
    Current Assets:                                 
    Cash and cash equivalents       $  2,526      $  1,178
    Temporary cash investments            17            51
    Accounts receivable, net of                    
      allowance for uncollectibles                 
      of $246 and $180                  4,750         4,087
    Material and supplies                 393           451
    Other current assets                  436           531
       Total Current Assets             8,122         6,298
    Investments and Advances            2,675         2,430
    Property, Plant and Equipment:                  
     Property, Plant and Equipment     53,828        50,059
     Accumulated Depreciation          30,967        28,234
     Property, Plant and                            
       Equipment, Net                  22,861        21,825
    Deferred Charges and Other                      
     Assets                               702           610
    Intangible Assets, net              1,946         1,405
    Total Assets                     $ 36,306      $ 32,568

                                                   
    LIABILITIES AND SHAREHOLDERS' EQUITY           
    Current Liabilities:                            
     Debt maturing within one year    $  3,695      $  2,124
     Accounts payable                    1,830         1,446
     Other current liabilities           3,252         2,871
        Total Current Liabilities        8,777         6,441
    Long-Term Debt                       7,359         8,116
    Deferred Credits and Other                      
     Liabilities:
     Accumulated deferred income                    
      taxes                              2,023         1,899
     Unamortized investment tax                     
      credits                              213           278
     Other liabilities and                          
      deferred credits                   2,769         2,585
     Total Deferred Credits and                    
      Other Liabilities                  5,005         4,762
    Shareholders' Equity:                           
     Common stock, $1 par value          1,010         1,009
     Paid-in capital                     7,750         7,697
     Retained earnings                   7,382         5,541
     Shares held in trust and                       
      treasury                            (575)         (532)
     Guarantee of ESOP debt               (402)         (466)
       Total Shareholders' Equity       15,165        13,249
    Total Liabilities and                          
     Shareholders' Equity             $ 36,306      $ 32,568
                                   
                                   
    PRELIMINARY
    January 22, 1998
                                   
                    BELLSOUTH FINANCIAL HIGHLIGHTS
                             SELECTED DATA
                              (UNAUDITED)
                                   

                                     Three Months   Three Months
                                         Ended          Ended
                                     December 31,   December 31,
                                         1997           1996
                                                    
                                                    
    Earnings per share:                             
     Basic and Diluted                  $   .73(a)     $   .64
                                                    
    Return on average common                        
     equity (annualized)                  19.3%(b)        19.1%
                                                    
    Return on average total                         
     capital(annualized)                  13.9%(c)        13.4%
                                                    
    Weighted average common shares                  
     outstanding (millions)
      Basic                                  992            993
      Diluted                                995            995
                                                    
    Dividends per share                 $    .36       $    .36
                                                    
    Property additions (millions)       $  1,473       $  1,162



                                        At December 31,
                                        1997       1996
                                                
    Common shares outstanding                   
     (millions)                           992        991
                                                
    Debt ratio                          42.1%      43.5%
                                                
    Total employees                    81,000     81,241
                                                


     (a)  Includes an after-tax gain of $23 ($.02 per share) from the sale
          of Bellcore as well as an after-tax loss of $9 ($.01 per share)
          related to the early retirement of certain debt issues.
     (b)  After adjusting net income for the gain on sale of Bellcore as
          well as the loss on early retirement of debt, Return on average 
          common equity was 19.0%.
     (c)  After adjusting net income for the gain on sale of Bellcore as
          well as the loss on early retirement of debt, Return on average 
          total capital was 13.7%.

    PRELIMINARY
    January 22, 1998

                    BELLSOUTH FINANCIAL HIGHLIGHTS
                             SELECTED DATA
                              (UNAUDITED)
                                   

                                      Year Ended     Year Ended
                                     December 31,   December 31,
                                         1997           1996
                                                    
                                                    
    Earnings per share:                             
     Basic                              $ 3.29 (a)     $ 2.88(b)
     Diluted                            $ 3.28 (a)     $ 2.87(b)
                                                    
    Return on average common                        
     equity                               22.8%(c)      22.4%(e)
                                                    
    Return on average total                         
     capital                              15.8%(d)      15.0%(f)
                                                    
    Weighted average common shares                  
     outstanding (millions):
      Basic                                992            994
      Diluted                              995            996
                                                    
    Dividends per share                 $ 1.44         $ 1.44
                                                    
    Property additions (millions)       $4,737         $4,386

     (a)  Includes after-tax gains of $352 ($.35 per share), $128 ($.13 per
          share) and $23 ($.02 per share) from sales of Optus Communications,
          ITT World Directories and Bellcore, respectively.  Also includes an
          after-tax charge of $47 ($.05 per share) related to a regulatory
          settlement in South Carolina as well as an after-tax loss of $9
          ($.01 per share) related to the early retirement of certain debt
          issues.
     (b)  Includes an after-tax gain of $344 ($.35 per share) from sale of
          BellSouth's paging business.
     (c)  After adjusting net income for the gains on sales of Optus
          Communications, ITT World Directories and Bellcore as well as the
          impact of the South Carolina regulatory settlement and the loss on
          early retirement of debt, Return on average common equity was 19.7%.
     (d)  After adjusting net income for the gains on sales of Optus
          Communications, ITT World Directories and Bellcore as well as the
          impact of the South Carolina regulatory settlement and the loss on
          early retirement of debt, Return on average total capital was 14.0%.
     (e)  After adjusting net income for the gain on sale of BellSouth's
          paging business, Return on average common equity was 19.7%.
     (f)  After adjusting net income for the gain on sale of BellSouth's
          paging business, Return on average total capital was 13.5%.


    PRELIMINARY
    January 22, 1998
                                   
                  BELLSOUTH TELECOMMUNICATIONS, INC.
                   CONSOLIDATED STATEMENTS OF INCOME
                             (In Millions)
                                   
                                    For the             For the
                              Three Months Ended      Year Ended
                                 December 31,        December 31,
                                1997       1996     1997       1996
                              (Unaudit  (Unaudit  (Unaudit      
                                 ed)       ed)       ed)
    Operating Revenues:                                     
      Local service           $ 2,184   $ 2,070   $ 8,499   $ 8,082
      Interstate access           912       881     3,673     3,553
      Intrastate access           209       185       810       812
      Toll                        185       194       734       794
      Other                       424       386     1,630     1,535
    Total Operating Revenues    3,914     3,716    15,346    14,776
                                                            
    Operating Expenses:                                     
    Cost of services and                                    
      products                  1,303     1,279     5,119     5,133
    Depreciation and                                        
      amortization                850       828     3,332     3,255
    Selling, general and                                    
      administrative              692       760     2,707     2,681
    Total Operating Expenses    2,845     2,867    11,158    11,069
                                                            
    Operating Income            1,069       849     4,188     3,707
                                                            
    Interest Expense              133       142       534       552
    Other Income, net              37         3        41        20
                                                            
    Income Before Income                                    
     Taxes and Extraordinary      973       710     3,695     3,175
     Loss
    Provision for Income                                    
     Taxes                        350       251     1,372     1,170
    Income Before                                            
     Extraordinary Loss           623       459     2,323     2,005
    Extraordinary Loss on                                    
     Early Extinguishment of                                
     Debt, net of tax              (9)       --        (9)       --
                                                            
    Net Income                $   614   $   459   $ 2,314   $ 2,005
                                   
    PRELIMINARY
    January 22, 1998
                                   
           BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS
                             SELECTED DATA
                              (UNAUDITED)

                                       Three Months   Three Months
                                           Ended          Ended
                                       December 31,   December 31,
                                            1997          1996
                                                      
       Property additions (millions)       $  890         $  790
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          18,838         17,217
                                                      
       Intrastate                           6,083          5,469
                                                      
       IntraLATA toll messages                208            231
        (millions)

                                              At December 31,
                                            1997           1996
                                                      
       Debt ratio                           48.3%          49.4%
                                                      
       Telephone employees                 57,619         62,425
                                                      
       Network access lines in                        
        service (thousands)                23,201         22,135
                                                      
                                                      

     
                                        Year Ended     Year Ended
                                       December 31,   December 31,
                                           1997           1996
                                                      
       Property additions (millions)      $ 3,429        $ 3,232
                                                      
       Access minutes of use                          
        (millions):
       Interstate                          73,634         67,690
                                                      
       Intrastate                          23,472         21,171
                                                      
       IntraLATA toll messages                        
        (millions)                            894          1,023

     
     
       PRELIMINARY
       January 22, 1998
   
       BELLSOUTH CORPORATION
       CELLULAR OPERATING INFORMATION (UNAUDITED) (7)
                                                                       
   
   ($ IN THOUSANDS, EXCEPT             Fourth       Fourth         
        PER CUSTOMER                  Quarter       Quarter        
        INFORMATION)       NOTES        1997         1996      % Change
                                                                   
       DOMESTIC OPERATIONS
       Cellular Revenues, (1), (4)    $  647,227   $  607,690      6.5%
        net
                                                                       
       Operating Expenses   (1)          342,507      347,188     -1.3%
       Depreciation         (1)          106,772       82,690     29.1%
        Expense
       Amortization of                                                 
        Intangibles         (1)           19,251       16,853     14.2%
        (including
        goodwill)
          Total Operating   (1)          468,530      446,731      4.9%
           Expenses
                                                                       
          Operating Income  (1)          178,697      160,959     11.0%
                                                                       
       Other Expenses       (1)           76,429       73,393      4.1%
        (includes interest
        and taxes)
                                                                       
          Net Income        (1)       $  102,268   $   87,566     16.8%

       Operating Cash     (1), (6)    $  304,720   $  260,502     17.0%
        Flow
       Cash Operating     (1), (6)        47.08%       42.87%      9.8%
        Margin
                                                                       
       DOMESTIC CELLULAR DATA
       Population Served:  (12)                                       
          Control Basis     (2)       50,149,000   51,978,000     -3.5%
          Equity Basis      (3)       40,235,000   40,696,000     -1.1%
                                                                       
       Customers Served:                                               
          Control Basis   (2), (8)     4,900,000    4,460,000      9.9%
          Equity Basis    (3), (8)     4,105,000    3,612,000     13.6%
                                                                       
       Average Monthly      (5)       $       50   $       56    -10.7%
        Service Revenue per
        Customer
                                                                       
       Penetration Rate     (3)            10.2%         8.9%     14.6%
                                                                       
       Property, plant      (1)       $3,614,925   $3,145,949     14.9%
        and equipment
   

       PRELIMINARY
       January 22, 1998
   
       BELLSOUTH CORPORATION
       CELLULAR OPERATING INFORMATION (UNAUDITED) (7)
                                                                  
                                                                   
    ($ IN THOUSANDS,                  Fourth        Fourth         
    EXCEPT PER CUSTOMER               Quarter       Quarter        
       INFORMATION)       NOTES        1997          1996      % Change
                                                                   
       DOMESTIC PCS DATA
       Population Served:  (12)                                       
          Control Basis   (2),(9)     25,096,000   12,226,000    105.3%
          Equity Basis    (3),(9)     20,432,000    8,063,000    153.4%

       Customers Served:                                               
          Control Basis     (2)          141,000       51,000    176.5%
          Equity Basis      (3)           88,000       31,000    183.9%
                                                                       
                                                                       
       SELECTED INTERNATIONAL OPERATING DATA (10),(11)
       Cellular Revenues    (1)       $  409,003   $  229,373     78.3%

       Population Served:
          Control Basis     (2)       68,900,000   46,800,000     47.2%
          Equity Basis      (3)       88,878,000   53,280,000     66.8%
                                                                       
       Cellular Customers   (3)        1,882,000      911,000    106.6%
        Served - Equity
        Basis
                                                                       
       Penetration Rate   (3),(11)         2.68%        1.71%     56.7%
   
       SELECTED LATIN AMERICA INFORMATION (11)                     
       Cellular Revenues    (1)       $  260,210    $  131,830    97.4%
       Net Earnings from    (1)           -3,059        11,090  -127.6%
        Operations
       Operating Cash     (1), (6)        62,482        46,584    34.1%
        Flow
       Cash Operating     (1), (6)        24.01%        35.34%   -32.1%
        Margin
                                                                       
       Population Served-   (3)       62,386,000    27,988,000   122.9%
        Equity Basis
       Customers Served-     (3)        1,074,000       464,000   131.5%
        Equity Basis
                                                                       
       Average Monthly                                                 
        Service Revenue     (5)       $       82    $       90    -8.9%
        Per Customer

       Penetration Rate   (3),(11)         2.45%         1.66%    47.6%
   

       PRELIMINARY
       January 22, 1998
   
       BELLSOUTH CORPORATION
       CELLULAR OPERATING INFORMATION (UNAUDITED) (7)
                                                                       
                                                                       
      ($ IN THOUSANDS,                                               
     EXCEPT PER CUSTOMER           Year-to-Date  Year-to-Date     
        INFORMATION)       NOTES       1997          1996     % Change

                                                                   
      DOMESTIC OPERATIONS
       Cellular Revenues, (1), (4)    $2,520,101   $2,312,289      9.0%
        net
                                                                       
       Operating Expenses   (1)        1,363,373    1,308,178      4.2% 
       Depreciation         (1)          387,142      298,647     29.6%
        Expense
       Amortization of      (1)           74,370       65,759     13.1%
        Intangibles
        (including
        goodwill)
          Total             (1)        1,824,885    1,672,584      9.1%
           Operating
           Expenses
                                                                       
          Operating         (1)          695,216      639,705      8.7%
           Income
                                                                       
       Other Expenses       (1)          301,583      276,708      9.0%
        (includes
        interest
        and taxes)
                                                                       
          Net Income        (1)       $  393,633   $  362,997      8.4%
                                                                       
       Operating Cash     (1), (6)    $1,156,728   $1,004,111     15.2%
        Flow
       Cash Operating     (1), (6)        45.90%       43.42%      5.7%
        Margin
                                                
       DOMESTIC CELLULAR DATA
                                                                       
       Average Monthly                                                 
        Service Revenue     (5)       $       51   $       57    -10.5%
         per Customer
   
       SELECTED INTERNATIONAL OPERATING DATA (10),(11)
       Cellular Revenues    (1)      $ 1,350,437    $ 765,535     76.4%
                                                               
       SELECTED LATIN AMERICA INFORMATION  (11)
       Cellular Revenues    (1)       $  794,221   $  454,968     74.6%
       Net Earnings from    (1)           31,085       59,732    -48.0%
          Operations
       Operating Cash     (1),(6)        223,321      175,268     27.4%
        Flow
       Cash Operating     (1),(6)         28.12%       38.52%    -27.0%
        Margin
                                                                       
       Average Monthly      (5)       $       82   $       87     -5.7%
        Service Revenue
         Per Customer
                                                                       

       PRELIMINARY                                                 
       January 22, 1998                                            
                                                                   

     NOTES
     (1)  The presentation of selected income statement and balance sheet
        information is based on BellSouth's ownership percentage for all
        domestic and international cellular subsidiaries and affiliates,
        whether or not consolidated for financial statement presentation
        purposes.  Gains/losses from the sale of properties and other unusual
        items are not included in net income.  Financial information for
        Domestic Cellular Operations does not include PCS.
     (2)  Includes 100% of population/customers served in markets where
        BellSouth has operating control and/or BellSouth ownership exceeds
        50%; excludes population/customers served for markets where BellSouth
        does not have operating control and ownership is less than 50%.
     (3)   Includes  population/customers served based on  BellSouth's
        ownership percentage in all markets served.
     (4)  Included in revenues is equipment revenue net of cost.
     (5)  Includes local service revenue, which consists of charges for
        cellular air-time service, long distance, and access billed by a
        carrier for services in its market.  Excluded are roaming charges,
        toll charges, taxes on service revenues, equipment sales, installation
        and repair revenues.
     (6)   Operating  cash  flow  represents operating  income  before
        depreciation and amortization.
     (7)  The income statement and balance sheet information are for the
        periods ended November 30, 1997 and 1996.  The domestic customer
        numbers presented above are as of December 31, 1997 and 1996 and
        international customer numbers are as of November 30, 1997 and 1996.
     (8)  As information, domestic cellular customers served on a control
        basis for the periods ended November 30, 1997 and 1996 were 4,793,000
        and 4,298,000 respectively.  On an equity basis, domestic cellular
        customers served for the same periods were 4,016,000 and 3,486,000
        respectively.
     (9)  For Domestic PCS, fourth quarter 1997 population served, control
        and equity basis, includes 12,713,000 for Basic Trading Area licenses
        won at auction in January 1997.
     (10) BellSouth sold its investment in Optus during the third quarter
        of 1997. Previously reported data for 1997 and 1996 have been 
        restated to exclude Optus.
     (11) Population served for fourth quarter 1997 includes 18,553,000
        (equity basis) for recently acquired licenses in Brazil.  No 
        financial or customer information is reflected in the fourth 
        quarter or year-to-date totals.  The calculation of the 
        international penetration rates excludes the population for 
        this market.
     (12) Coverage areas for certain BellSouth Domestic Cellular and PCS
        licenses overlap each other.  If these categories were combined for
        reporting purposes, fourth quarter 1997 total population served would
        be reduced by 428,000 (control basis) and 830,000 (equity basis) for
        the overlap.
     



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