Registration No. 333 -
Securities and Exchange Commission
Washington, D.C. 20549
_______________________________________
Form S-8
Registration Statement
Under
The Securities Act of 1933
_______________________________________
BellSouth Corporation
A Georgia I.R.S. Employer
Corporation No. 58-1533433
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-2000
______________________________________________
BellSouth Corporation Stock Plan
(Successor to BellSouth Corporation Stock Option Plan)
_______________________________________________
Agent for Service:
R. Kevin Todd
BellSouth Corporation
15G03 Campanile
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-3035
____________________________________________
Calculation of Registration Fee
proposed Proposed
Title of Amount maximum Maximum Amount of
Securities To Be offering Aggregate Registration
To Be Registered price Offering Fee
Registered per share Price
Common 4,000,000 $64.03 (c) $256,125,000(c) $75,557 (c)
Stock, Shares (b)
Par Value $1
per share (a)
(a) Includes preferred stock purchase rights under the BellSouth
Corporation Shareholder Rights Agreement.
(b) If, prior to the completion of the distribution of the
Common Stock covered by this registration statement, additional
shares of such Common Stock are issued or issuable as a result of
a stock split or stock dividend, this registration statement
shall be deemed to cover such additional shares resulting from
the stock split or stock dividend pursuant to Rule 416.
(c) The price per share was estimated in accordance with Rule
457(c) and (h) for purposes of calculating the registration fee.
Part II
Information required in the registration statement
Item 3. Incorporation of Documents by Reference.
The contents of Registration Statement No. 333-38295, except Items
5 and 8 which are superseded by the information below, are hereby
incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
Charles R. Morgan, Executive Vice President and General Counsel of
BellSouth is passing upon the legality of the Common Stock.
Item 8. Exhibits.
Exhibit
Number
5 Opinion of Charles R. Morgan.
23 Consent of Coopers & Lybrand L.L.P.
23a Consent of Charles R. Morgan (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney.
Signatures
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement or amendment thereto
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta and State of Georgia, on the 31st
day of March, 1998.
BellSouth Corporation
By /s/ W. Patrick Shannon
W. Patrick Shannon
Vice President and Controller
Pursuant to the requirements of the Securities Act, this
registration statement or amendment thereto has been signed below
by the following persons in the capacities and on the date indicated.
Principal Executive Officer:
F. Duane Ackerman*
Chairman of the Board,
President and 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* Leo F. Mullin*
Reuben V. Anderson* Robin B. Smith*
James H. Blanchard* C. Dixon Spangler, Jr.*
J. Hyatt Brown* William S. Stavropoulos*
Armando M. Codina* Ronald A. Terry*
Phyllis Burke Davis* J. Tylee Wilson*
John G. Medlin, Jr.*
By /s/ W. Patrick Shannon
W. Patrick Shannon
(Individually and as Attorney-
in-Fact)
March 31, 1998
*by power of attorney
EXHIBIT INDEX
Exhibit
Number
5 Opinion of Charles R. Morgan.
23 Consent of Coopers & Lybrand L.L.P.
23a Consent of Charles R. Morgan (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
EXHIBIT 23a
Opinion and consent of Counsel
March 31, 1998
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Re: BellSouth Corporation Stock Plan (successor to
BellSouth Corporation Stock Option Plan)
Dear Sirs:
With reference to the registration statement on Form S-8
(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 4,000,000 shares of Common Stock (par value $1.00 per
share) of the Company (the "Shares") which are to be offered
pursuant to the BellSouth Corporation Stock Plan (successor to
BellSouth Corporation Stock Option Plan) (the "Plan"), 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, upon issuance and payment
therefor in accordance with the Plan, will be legally issued,
fully paid and non-assessable.
I am a member of the bars of the States of Illinois, New
York, and Ohio. The foregoing opinions are limited to the laws
of the State of Georgia and the federal laws of the United
States. I have relied upon opinions of counsel whom I deem
competent as to matters of Georgia Law. I, or attorneys under my
supervision, have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents,
corporate records, certificates of public officials and other
instruments as I have deemed necessary or advisable for the
purpose of rendering this opinion. I have assumed the
authenticity of all documents submitted as originals and the
conformity with the original documents of any copies of such
documents submitted for examination.
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.
Very truly yours,
/s/ Charles R. Morgan
Exhibit 23
Consent of Independent Accountants
We consent to the incorporation by reference in the registration
statement of BellSouth Corporation on Form S-8 of our report,
dated February 3, 1998, which includes an explanatory paragraph
stating that the Company discontinued accounting for the
operations of BellSouth Telecommunications, Inc. in accordance
with Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation,"
effective June 30, 1995, on our audits of the consolidated
financial statements of BellSouth Corporation as of December 31,
1997 and 1996, and for each of the three years in the period
ended December 31, 1997, which report is included in the
Company's Annual Report of Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
March 27, 1998
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 cause to be filed the
Registration Statements with respect to the securities to be
offered and sold under the Registration Statements therein
described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase 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 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 March 30, 1998
F. Duane Ackerman Date
Chairman of the Board,
President and Chief Executive Officer
Director
(Principal Executive Officer)
/s/ Ronald M. Dykes March 30, 1998
Ronald M. Dykes Date
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ W. Patrick Shannon March 30, 1998
W. Patrick Shannon Date
Vice President and Controller
(Principal Accounting Officer)
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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 March 24, 1998
Reuben V. Anderson Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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 March 25, 1998
James H. Blanchard Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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 March 25, 1998
J. Hyatt Brown Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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/ Leo F. Mullin March 27, 1998
Leo F. Mullin Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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 March 24, 1998
Armando M. Codina Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of her respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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 March 24, 1998
Phyllis Burke Davis Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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. March 24, 1998
John G. Medlin, Jr. Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of her respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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 March 24, 1998
Robin B. Smith Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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. March 27, 1998
C. Dixon Spangler, Jr. Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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/ William S. Stavropoulos March 24, 1998
William S. Stavropoulos Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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 March 25, 1998
Ronald A. Terry Date
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, three
registration statements (the "Registration Statements") to
register Common Stock to be issued under the BellSouth
Corporation Stock Plan, the BellSouth Employee Stock Investment
Plan and the BellSouth Employee Stock Purchase Plan,
respectively.
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 in each of his respective capacities in
the Company, to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the Registration Statements therein described and
thereafter to execute and file an amended registration statement
or statements and post-effective amendment or amendments to
increase 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 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 March 24, 1998
J. Tylee Wilson Date
