BELLSOUTH CORP
10-Q, 1998-08-12
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                  SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D. C.  20549




                               FORM 10-Q
                              (Mark One)

         |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
                
             For the quarterly period ended June 30, 1998

                                  OR

        [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR
                15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
                
               For the transition period from        to

                     Commission file number 1-8607





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


              Georgia                          58-1533433
      (State of Incorporation)             (I.R.S. Employer
                                        Identification Number)


      1155 Peachtree Street, N. E., Atlanta, Georgia   30309-3610 
       (Address of principal executive offices)       (Zip Code)
       
              Registrant's telephone number 404 249-2000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes      X    No ___

At July 31, 1998, 983,704,294 common shares were outstanding.

                      Table of Contents


Item                                                         Page

                            Part I
 1.  Financial Statements                                      3
         Consolidated Statements of Income                     3 
         Consolidated Balance Sheets                           4
         Consolidated Statements of Cash Flows                 5 
         Consolidated Statements of Shareholders' Equity
          and Comprehensive Income                             6
         Notes to Consolidated Financial Statements            8
         Selected Operating Data                              11

 2.  Management's Discussion and Analysis of Results of
     Operations and Financial Condition                       13
        Results of Operations                                 14
            Volumes of Business                               14
            Operating Revenues                                16
            Operating Expenses                                18
            Other Income Statement Items                      19
        Financial Condition                                   20
        Regulatory Developments and Competition               21
            State Developments                                21
        Other Matters                                         22
        Safe Harbor Statement                                 24

                           Part II
 4.  Submission of Matters to a Vote of Security Holders      25
 6.  Exhibits and Reports on Form 8-K                         25

                     PART I - FINANCIAL INFORMATION
                         BELLSOUTH CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
                         (Unaudited)
           (In Millions, Except Per Share Amounts)
                              
                              
                              For the Three Months    For the Six Months 
                                 Ended June 30,         Ended June 30,
                                 1998       1997        1998     1997
Operating Revenues:
 Network and related services:
  Local service               $ 2,345     $ 2,068    $ 4,607   $ 4,172
  Interstate access               960         928      1,905     1,845
  Intrastate access               200         186        406       404
  Toll                            177         186        352       360
 Wireless communications        1,173         815      2,289     1,580
 Directory advertising and
  publishing                      419         400        781       761
 Other services                   390         340        750       646
    Total Operating Revenues    5,664       4,923     11,090     9,768

Operating Expenses:
 Cost of services and
  products                      1,743       1,536      3,410     2,958
 Depreciation and
  amortization                  1,074         977      2,117     1,937
 Selling, general and
  administrative                1,413       1,186      2,675     2,296
    Total Operating Expenses    4,230       3,699      8,202     7,191

Operating Income                1,434       1,224      2,888     2,577

Interest Expense                  203         187        393       370
Gain on Sale of Operations         --          --        155        --
Other Income, net                 118          33        146        26

Income Before Income Taxes      1,349       1,070      2,796     2,233
Provision for Income Taxes        531         416      1,086       886

Net Income                    $   818     $   654    $ 1,710   $ 1,347

Weighted-Average Common
 Shares Outstanding:
  Basic                           989        992        990       992
  Diluted                         995        994        996       994
Dividends Declared Per Common
 Share                        $   .36     $  .36     $  .72    $  .72
Earnings Per Share:
  Basic                       $   .83     $  .66     $ 1.73    $ 1.36
  Diluted                     $   .82     $  .66     $ 1.72    $ 1.36



   The accompanying notes are an integral part of these
             consolidated financial statements.


                    BELLSOUTH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
            (In Millions, Except Per Share Amounts)
                               
                                                  June 30,    December 31, 
                                                   1998           1997
                                                (Unaudited)
                    ASSETS
Current Assets:
  Cash and cash equivalents                     $   2,222       $  2,570
  Temporary cash investments                           94             17
  Accounts receivable, net of allowance for
   uncollectibles of $263 and $246                  4,167          4,750
  Material and supplies                               423            393
  Other current assets                                483            387
     Total Current Assets                           7,389          8,117

Investments and Advances                            2,762          2,675
Property, Plant and Equipment:
 Property, plant and equipment                     56,182         53,828
 Accumulated depreciation                          32,705         30,967
   Property, Plant and Equipment, net              23,477         22,861

Deferred Charges and Other Assets                     936            702
Intangible Assets, net                              2,957          1,946

Total Assets                                    $  37,521      $  36,301

     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Debt maturing within one year                  $   3,082       $  3,706
 Accounts payable                                   1,665          1,825
 Other current liabilities                          3,345          3,252
    Total Current Liabilities                       8,092          8,783

Long-Term Debt                                      8,535          7,348

Deferred Credits and Other Liabilities:
 Accumulated deferred income taxes                  2,048          2,023
 Unamortized investment tax credits                   190            213
 Other liabilities and deferred credits             2,813          2,769
    Total Deferred Credits and Other
      Liabilities                                   5,051          5,005

Shareholders' Equity:
 Common stock, $1 par value                         1,010          1,010
 Paid-in capital                                    7,783          7,714
 Retained earnings                                  8,383          7,382
 Accumulated other comprehensive income                 5             36
 Shares held in trust and treasury                   (968)          (575)
 Guarantee of ESOP debt                              (370)          (402)
   Total Shareholders' Equity                      15,843         15,165

Total Liabilities and Shareholders' Equity      $  37,521      $  36,301



   The accompanying notes are an integral part of these
             consolidated financial statements.


                          BELLSOUTH CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                (Unaudited)
                   (In Millions, Except Per Share Amounts)
                                                        For the Six Months
                                                         Ended June 30,
                                                         1998      1997
Cash Flows from Operating Activities:
 Net income                                          $  1,710   $  1,347
   Adjustments to net income:
    Depreciation and amortization                       2,117      1,937
    Gain on sale of operations                           (155)        -
    Net losses (earnings) and dividends from
     unconsolidated affiliates                             62        147
    Provision for uncollectibles                          153        125
    Deferred income taxes and unamortized
      investment tax credits                               (7)        14
   Net change in:
    Accounts receivable and other current assets          259       (126)
    Accounts payable and other current liabilities       (240)       200
    Deferred charges and other assets                    (216)      (151)
    Other liabilities and deferred credits                 58         (2)
   Other reconciling items, net                           (43)         3
       Net cash provided by operating activities        3,698      3,494

Cash Flows from Investing Activities:
   Capital expenditures                                (2,480)   (1,978)
   Purchases of licenses and other intangible
    assets                                               (466)     (192)
   Proceeds from sale of operations                       155        -
   Proceeds from disposition of short-term
    investments                                            21       145
   Purchases of short-term investments                    (98)     (152)
   Investments in and advances to unconsolidated
    affiliates                                           (474)     (341)
   Other investing activities, net                         66        61
       Net cash used for investing activities          (3,276)   (2,457)

Cash Flows from Financing Activities:
   Net repayments of short-term borrowings               (379)     (163)
   Proceeds from long-term debt                         1,453        30
   Repayments of long-term debt                          (737)      (19)
   Dividends paid                                        (714)     (713)
   Purchase of trust and treasury shares                 (452)      (69)
   Other financing activities, net                         59        27
       Net cash used for financing activities            (770)     (907)

  Net (Decrease) Increase in Cash and Cash
    Equivalents                                          (348)      130
  Cash and Cash Equivalents at Beginning of Period      2,570     1,178
   Cash and Cash Equivalents at End of Period        $  2,222  $  1,308
                                     
                                     
                                     
The accompanying notes are an integral part of these consolidated
                      financial statements.


                      BELLSOUTH CORPORATION
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    AND COMPREHENSIVE INCOME
                           (Unaudited)
                          (In Millions)

<TABLE>
<CAPTION>                                
                         For the Six Months Ended June 30, 1998
               Number of Shares                          Amount
               ----------------   ------------------------------------------------------------
                         Shares                                        Shares
                          Held                              Accum.      Held
                           In                               Other       In       Guaran-
                          Trust                             Compre-     Trust     tee of
                Common    and     Common Paid-in  Retained  hensive     and        ESOP
                Stock   Treasury  Stock  Capital  Earnings  Income    Treasury     Debt   Total
                          (a)                                            (a) 
<S>             <C>     <C>       <C>    <C>      <C>       <C>       <C>        <C>      <C>
Balance at
December 31,    1,010    (18)     $1,010 $7,714    $7,382    $36       $(575)     $(402)  $15,165
1997

Net income                                          1,710                                   1,710

Other compre-
 hensive
 income,
 net of tax:

  Foreign
   currency
   translation                                               (31)                             (31)
   adjustment

Total comprehen-
 sive income (b)                                                                            1,679

Dividends
declared                                           (712)                                     (712)

Share issuances
  for employee
  benefit plans            1                (23)                         56                    33

Acquisition-
  related
  transactions             1                 92                          33                   125


Purchase of
  treasury
  stock                   (8)                                          (452)                 (452)

Purchase of
  stock by
  grantor trust           (1)                                           (30)                  (30)

ESOP activities
 and related
 tax benefit                                            3                            32        35
                -----    ----     ------ ------    ------   ---       ------     ------  ---------

Balance at June
30, 1998        1,010    (25)     $1,010 $7,783    $8,383    $5       $(968)      $(370)   $15,843
               ======    ====     ====== ======    ======   ===       ======     ======  =========

</TABLE>
(a)  Such shares are not considered to be outstanding for financial
     reporting purposes.  As of June 30, 1998 there were approximately 17.7
     million shares held in trust and 6.9 million treasury shares held by
     the company.
(b)  Total comprehensive income for the three-month period ended June 30,
     1998 was $783.

   The accompanying notes are an integral part of these consolidated
                         financial statements.

                        BELLSOUTH CORPORATION
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                       AND COMPREHENSIVE INCOME
                              (Unaudited)
                             (In Millions)
<TABLE>
<CAPTION>
                            For the Six Months Ended June 30, 1997
                  Number of
                   Shares                          Amount
               -----------------  ---------------------------------------------------------------
                        Shares                                        Shares
                         Held                               Accum.     Held
                          In                                Other       In        Guaran-
                         Trust                              Compre-    Trust      tee of
                Common    and     Common Paid-in   Retained hensive     and        ESOP
                Stock   Treasury  Stock  Capital   Earnings Income    Treasury     Debt    Total
                          (a)                                            (a)

<S>             <C>     <C>      <C>     <C>       <C>      <C>        <C>        <C>     <C>
Balance at
December 31, 
1996            1,009    (18)     $1,009 $7,672    $5,541    $25       $(532)     $(466)  $13,249


Net income                                          1,347                                   1,347

Other compre-
 hensive income,
 net of tax:

  Foreign
   currency
   translation                                                 8                                8
   adjustment

Total comprehen-
 sive income (b)                                                                            1,355

Dividends                                            (714)                                   (714)
declared

Share issuances
 for:

  Employee
   benefit                 1                (12)                          40                   28
   plans
  Grantor           1     (1)          1     60                          (61)                   -
   Trusts

Acquisition-
  related
  transactions             2                  8                           89                   97

Purchase of
  treasury
  stock                   (1)                                            (69)                 (69)

ESOP activities
 and related tax                                        4                            33        37
 benefit
                -----    ----     ------ ------    ------    ---       ------     -----   -------

Balance at June
30, 1997        1,010    (17)     $1,010 $7,728    $6,178    $33       $(533)     $(433)  $13,983
                =====    ====     ====== ======    ======    ===       ======     =====   =======

</TABLE>
(a)  Such shares are not considered to be outstanding for financial
     reporting purposes.  As of June 30, 1997 there were approximately 17
     million shares held in trust and 400 thousand treasury shares held by
     the company.
(b)  Total comprehensive income for the three-month period ended June
     30, 1997 was $652.

   The accompanying notes are an integral part of these consolidated
                         financial statements.
                         
                       BELLSOUTH CORPORATION
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (Unaudited)
              (In Millions, Except Per Share Amounts)
                             
Note A -- Preparation of Interim Financial Statements


The consolidated financial statements of BellSouth Corporation
(BellSouth) have been prepared in accordance with the
rules and regulations of the Securities and Exchange
Commission (SEC).  Certain amounts have been reclassified
from previous presentations. These consolidated financial
statements include estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities and the amounts of
revenues and expenses.  Actual results could differ from
those estimates. In the opinion of BellSouth, these
statements include all adjustments necessary for a fair
presentation of the results of all interim periods
reported herein.  All adjustments are of a normal
recurring nature unless otherwise disclosed.  Certain
information and footnote disclosures prepared in
accordance with generally accepted accounting principles
have been either condensed or omitted pursuant to SEC
rules and regulations. BellSouth believes, however, that
the disclosures made are adequate for a fair presentation
of results of operations, financial position and cash
flows.

Beginning in 1998, BellSouth adopted Statement of
Financial Accounting Standards (SFAS) No. 130,
"Comprehensive Income".  The calculation of comprehensive
income is included in the accompanying Consolidated
Statements of Shareholders' Equity and Comprehensive
Income.

These consolidated financial statements should be read in
conjunction with the consolidated financial statements and
accompanying notes included in BellSouth's latest annual
report on Form 10-K and previous quarterly report on Form
10-Q.

Note B -- Earnings per Share

In 1997, BellSouth adopted SFAS No. 128, "Earnings per
Share," which requires the presentation of both basic and
diluted earnings per share.  Basic earnings per share is
computed based on the weighted-average number of common
shares outstanding during each year.  Diluted earnings per
share is based on the sum of the weighted-average number
of common shares outstanding plus common stock equivalents
arising out of employee stock options and other benefit
plans.  Earnings per share information for the prior
period has been restated to conform to the requirements of
the standard.  Common stock equivalents included in the
calculation of diluted earnings per share were
approximately 6 million for the three- and six-month
periods ended June 30, 1998 and approximately 2 million
for the three- and six-month periods ended June 30, 1997.
BellSouth's earnings, used for per share calculations,
are the same for both the basic and diluted methods.


                         BELLSOUTH CORPORATION
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                              (Unaudited)
                (In Millions, Except Per Share Amounts)

Note C -- Supplemental Cash Flow Information

                                      For the Six Months
                                        Ended June 30,
                                      1998         1997
Cash Paid For:
   Income taxes                      $ 881        $ 830
   Interest                          $ 383        $ 350


In January 1998, BellSouth began consolidating certain
operations which had previously been accounted for under
the equity method.  Such consolidation resulted in an
increase in assets of $519 (net of a $228 decrease in
investments and advances) and a corresponding increase in
liabilities.

Note D -- Gain on Sale of Operations

In July 1997, BellSouth sold its 20% interest in ITT World
Directories (ITTWD) to ITT Corporation (ITT).  The sale
agreement contained certain provisions which called for
additional sales proceeds to be paid to BellSouth in the
event that ITT subsequently resold ITTWD above a certain
price.  As a result of ITT's subsequent sale of ITTWD,
BellSouth received additional proceeds which resulted in a
pretax gain of $155 ($96 after tax) in the first quarter
of 1998.


Note E -- South Carolina Regulatory Settlement

In April 1997, BellSouth Telecommunications, the South
Carolina Public Service Commission and other parties
agreed on a settlement to claims of alleged overearnings
for the years 1992 through 1994.  Under the terms of the
settlement, BellSouth Telecommunications paid $72 to its
customers in 1997. Accordingly, in the second quarter of
1997, BellSouth reduced operating revenues by $72 ($47 or
$.05 per share after tax) in connection with the
settlement.


                   BELLSOUTH CORPORATION
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
                       (Unaudited)
          (In Millions, Except Per Share Amounts)
                             
                             
                             
Note F -- Issuance of Debt

In June 1998, BellSouth Telecommunications issued $500 of
6 3/8% Debentures, due June 1, 2028 and $500 of 6% Reset
Put Securities, due June 15, 2012.  The purpose of these
issues was to refinance $500 aggregate principal amount of
BellSouth Telecommunications' 5 1/4% Notes, which matured
on June 8, 1998, and to provide for general corporate
purposes, including the refinancing of commercial paper.

In conjunction with the issuance of the 6% Reset Put
Securities, BellSouth Telecommunications entered into an
interest rate swap agreement.  Under the agreement,
BellSouth Telecommunications will pay a variable rate which 
is based on LIBOR and will receive a fixed rate of 6% in 
return.  The LIBOR-based rate in effect at June 30, 1998 was
5.782%. The agreement calls for periodic interim settlements 
and expires June 15, 2002.

                         BELLSOUTH CORPORATION
                        SELECTED OPERATING DATA
                             (Unaudited)
                                  
                                                    Percent Change
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996
Network Access Lines in Service 
  at June 30 (Thousands)(a):

By Type:
  Residence                                16,182    4.3%     3.8%
  Business                                  7,204    3.9      6.4
  Other                                       274    1.5      3.1
       Total Access Lines                  23,660    4.2      4.6

By State:
  Florida                                   6,363    4.9      5.5
  Georgia                                   4,086    5.1      5.0
  Tennessee                                 2,658    2.0      4.2
  North Carolina                            2,394    4.8      6.0
  Louisiana                                 2,317    4.1      3.5
  Alabama                                   1,948    2.9      3.4
  South Carolina                            1,432    4.1      3.8
  Mississippi                               1,266    3.8      3.1
  Kentucky                                  1,196    3.2      3.2
      Total Access Lines                   23,660    4.2      4.6

                                                  Percent Change for
                                                   the Periods Ended
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996
                                            
Access Minutes of Use (Millions)(a)(b):

  Interstate:
    Three months ended March 31            18,998    7.2%     6.4%
    Three months ended June 30             19,804    6.8     10.1
    Six months ended June 30               38,802    7.0      8.3

  Intrastate:
    Three months ended March 31             6,084    9.6      8.4
    Three months ended June 30              6,436    9.6     12.2
    Six months ended June 30               12,520    9.6     10.3

  Total Access Minutes of Use:
    Three months ended March 31            25,082    7.8      6.9
    Three months ended June 30             26,240    7.4     10.6
    Six months ended June 30               51,322    7.6      8.8


Toll Messages (Millions)(a):
    Three months ended March 31               201  (12.4)   (18.1)
    Three months ended June 30                201  (13.3)   (10.5)
    Six months ended June 30                  402  (12.8)   (14.5)

                        BELLSOUTH CORPORATION
                 SELECTED OPERATING DATA  (Continued)
                             (Unaudited)
                                  
(a)  Prior period operating data are often revised at later dates to
reflect updated information.  The above information reflects the
latest data available for the periods indicated.

(b)  Minutes of Use are classified as either interstate or
intrastate based on the percentage interstate usage
factor.  This factor is updated periodically.


Cellular and Personal Communications Service (PCS)
customers served at June 30(Equity basis)(Thousands)(c):

                                                  
                                                    Percent Change
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996
Domestic Cellular                           4,400   12.8%     20.7%
International Cellular (d)                  2,390   34.0%     82.8%
PCS                                           129   98.5%       --

(c) Includes customers served based on BellSouth's
    ownership percentage in all markets served.
(d) Excluding the customers of Optus Communications, which
    was sold in July 1997, from all periods, the growth rates
    would have been 68.9% for 1998 compared to 1997 and 105.1%
    for 1997 compared to 1996.


                                         For the Six
                                         Months Ended
                                           June 30,
                                             1998
Ratio of Earnings to Fixed Charges (e)       7.20

(e) For the purpose of this ratio: (i) earnings have been
    calculated by adding income before income taxes, gross
    interest expense, such portion of rental expense
    representative of the interest factor on such rentals and
    equity in losses from less-than-50%-owned investments
    (accounted for under the equity method of accounting) less
    the excess of earnings over distributions from less-than-
    50%-owned investments (accounted for under the equity
    method of accounting); (ii) fixed charges are comprised of
    gross interest expense and such portion of rental expense
    representative of the interest factor on such rentals.

                   BELLSOUTH CORPORATION
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
            OPERATIONS AND FINANCIAL CONDITION
      (Dollars in Millions, Except Per Share Amounts)
                             
                             
     Management's Discussion and Analysis of Results of Operations
      and Financial Condition (MD&A) should be read in conjunction
        with MD&A in BellSouth Corporation's (BellSouth) latest
               annual report on Form 10-K and previous
                   quarterly report on Form 10-Q.
                             
BellSouth is a holding company headquartered in Atlanta,
Georgia whose operating telephone company subsidiary,
BellSouth Telecommunications, Inc. (BellSouth
Telecommunications), serves, in the aggregate,
approximately two-thirds of the population and one-half of
the territory within Alabama, Florida, Georgia, Kentucky,
Louisiana, Mississippi, North Carolina, South Carolina and
Tennessee.  BellSouth Telecommunications primarily
provides local exchange and toll communications services
within geographic areas, called Local Access and Transport
Areas (LATAs), and provides network access services to
enable interLATA and intraLATA communications using the
long-distance facilities of interexchange carriers.
Through subsidiaries, other telecommunications services
and products are provided primarily within the nine-state
BellSouth Telecommunications region.  BellSouth
Enterprises, Inc. (BellSouth Enterprises), another wholly-
owned subsidiary, owns businesses providing primarily
wireless and international communications services and
advertising and publishing products.


Approximately 66% and 69% of BellSouth's Total Operating
Revenues for the six-month periods ended June 30,
1998 and 1997, respectively, were from wireline services 
provided by BellSouth Telecommunications.  Charges for 
local, access and toll services for the six-month period 
ended June 30, 1998 accounted for approximately 63%, 32% 
and 5%, respectively, of the wireline revenues discussed 
above. Revenues from wireless communications services and
directory advertising and publishing services accounted
for approximately 21% and 7%, respectively, of Total
Operating Revenues for the six months ended June 30, 1998.
The remainder of such revenues was derived principally
from sales and maintenance of customer premises equipment
(CPE) and other nonregulated services provided by
BellSouth Telecommunications.


                   RESULTS OF OPERATIONS


                                 For the Three        For the Six 
                                 Months Ended         Months Ended
                                    June 30,            June 30,
                                1998      1997      1998      1997 
    Net Income                $   818   $   654   $ 1,710   $ 1,347
   
   Earnings Per Share:

    Basic                     $   .83   $   .66   $  1.73   $  1.36
    Diluted                   $   .82   $   .66   $  1.72   $  1.36

For the three- and six-month periods ended June 30, 1998, Net Income
increased by $164 (25.1%) and $363 (26.9%), respectively, when compared
to the same 1997 periods. Basic Earnings Per Share increased $.17
(25.8%) and $.37 (27.2%), respectively, and Diluted Earnings Per Share
increased $.16 (24.2%) and $.36 (26.5%), respectively, when compared to
the same 1997 periods.

The increases for the three- and six-month periods were primarily
attributable to continued strong growth in key business volumes in
BellSouth's wireline and wireless businesses. In addition, the
increase for the six-month period was also due to an after-tax gain of
$96 ($.10 per share) resulting from additional proceeds received in
connection with the sale of ITT World Directories (see Note D to the
Consolidated Financial Statements).  Net Income during 1997 was reduced
by an after-tax charge of $47 ($.05 per share) related to a regulatory
settlement in South Carolina (see Note E to the Consolidated Financial
Statements).

Volumes of Business

The total number of access lines in service as of June 30, 1998
increased by approximately 943,000 (4.2%) since June 30, 1997 to
23,660,000, compared to a 4.6% rate of increase for the same 1997
period. The growth in access lines continues to reflect economic growth
in the Southeast and successful marketing programs.  Business and
residence access lines increased by 3.9% and 4.3%, respectively,
compared to growth rates of 6.4% and 3.8% in the same 1997 period. The
decrease in the growth rate for business lines was primarily due to the
migration of business customers from traditional business line services
to high-capacity service arrangements which are not included in business
line counts.  To a lesser degree, the growth rate for business lines was
also affected by the increased presence of facilities-based competition.
In addition to strong economic growth in the region, the growth rate for
residential access lines reflects demand related to home office
purposes, access to on-line computer services and children's phones. 
The number of such additional residence lines included in total 
residence lines increased by 286,000 (16.0%) to 2,070,000 and accounted 
for approximately 42.6% and 30.3% of the overall increase in residence 
access lines and total access lines, respectively, since June 30, 
1997.

Access minutes of use represent the volume of traffic carried by
interexchange carriers, both interstate and intrastate, using BellSouth
Telecommunications' local facilities.  Total access minutes of use
increased by 1,815 million (7.4%) and 3,624 million (7.6%) for the three-
and six-month periods ended June 30, 1998 compared to increases of 10.6%
and 8.8% for the same 1997 periods.  The increases in total access
minutes of use were primarily attributable to access line growth,
promotions by the interexchange carriers, and intraLATA toll competition
(which has the effect of increasing access minutes of use while reducing
toll messages carried over BellSouth Telecommunications' facilities).
However, the growth rate in total minutes of use continues to be
negatively impacted by competition and the migration of interexchange
carriers to categories of service (e.g., special access) that have a 
fixed charge as opposed to a volume-driven charge such as high-capacity 
data and digital transmission services.

Toll messages are comprised of Message Telecommunications Service and
Wide Area Telecommunications Service.  For the three- and six-month
periods ended June 30, 1998, toll messages decreased by 31 million
(13.3%) and 59 million (12.8%) compared to decreases of 10.5% and
14.5% for the same 1997 periods.  The decreases in 1998 are
primarily attributable to continuing competition from
interexchange carriers in the intraLATA toll market as
well as the continuing expansion of local area calling
plans (LACPs).

Effects of competition and the expansion of LACPs result
in the transfer of calls from toll to access and local
service categories, respectively, but the corresponding
revenues are not generally shifted at commensurate rates.
Competition in the intraLATA toll market will adversely
impact future toll message volumes.

Domestic cellular customers (equity-weighted) increased by
499,000 (12.8%) since June 30, 1997 to 4,400,000.  The
decline in the customer growth rate primarily reflects the
impact of increased competition. BellSouth's penetration
rate (number of equity-basis customers as a percentage of
the equity-basis population in the service territory)
increased from 9.6% at June 30, 1997 to 10.8% at June 30,
1998. Average revenue per proportionate cellular customer
decreased from $52 to $46 for each of the three- and six-
month periods ended June 30, 1998.  Such decreases were
primarily attributable to the continuing trends of
increased penetration into lower-usage market segments and
expanded offering of lower-priced usage plans for high-
usage customers.  BellSouth expects these trends to
continue.

International cellular customers (equity-weighted)
increased by 606,000 (34.0%) since June 30, 1997 to
2,390,000.  Such growth reflects increased demand for
wireless services in the international markets which
BellSouth serves and the impact of the acquisitions of
cellular properties in Nicaragua, Ecuador and Peru,
partially offset by the sale of Optus Communications.
Excluding the customers of Optus Communications from all
periods, the number of international cellular customers
(equity-weighted) increased by 975,000 (68.9%) in 1998
compared to 1997 and 725,000 (105.1%) in 1997 compared to
1996.

Growth in equity-weighted customers and total minutes of
use for international cellular properties remained strong,
primarily due to demand stimulated by successful marketing
programs such as prepaid cellular service, enhanced
services and underdeveloped land-line service. However,
average minutes of use per international customer declined
due to the addition of customers in lower-usage market
segments.

Domestic PCS customers (equity-weighted) increased 98.5%
since June 30, 1997 to 129,000 at June 30, 1998.  PCS
service was initiated in selected markets in BellSouth's
territory beginning in mid-1996.

Operating Revenues

Total Operating Revenues increased $741 (15.1%) and $1,322
(13.5%) for the three- and six-month periods ended June
30, 1998 when compared to the same 1997 periods.  Such
increases include revenues from certain of BellSouth's
operations which had been accounted for under the equity
method in 1997 and were consolidated in 1998. If these
operations had been consolidated in 1997, and excluding
the effect of the South Carolina regulatory settlement in
1997, Total Operating Revenues for the three and six
months ended June 30, 1998 would have increased
approximately 10.1% and 9.7%, respectively.  The
components of Total Operating Revenues were as follows:



                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                   June 30,            June 30,
                                1998      1997      1998      1997
                                                                     
Local Service                    $2,345   $ 2,068    $4,607   $ 4,172
Interstate Access                   960       928     1,905     1,845
Intrastate Access                   200       186       406       404
Toll                                177       186       352       360
Wireless Communications           1,173       815     2,289     1,580
Directory Advertising and                                            
 Publishing                         419       400       781       761
Other Services                      390       340       750       646
                                                                     
Total Operating Revenues        $ 5,664   $ 4,923   $11,090   $ 9,768

Local Service revenues increased $277 (13.4%) and $435
(10.4%) for the three- and six-month periods ended June
30, 1998, as compared to the same 1997 periods.  The
increases for the three- and six-month periods were due
primarily to a 4.2% growth in access lines in service
since June 30, 1997, an increase of $59 and $116,
respectively, due to higher customer demand for optional
services, such as custom calling features, and an increase
in revenues from the provision of data and digital
services. Also contributing to the overall increase in
revenues for the three- and six-month periods were net
rate impacts of $87 and $74, respectively.  Such rate
impacts were due primarily to a non-recurring revenue
reduction of $64, related to the local service portion of
the regulatory settlement in South Carolina, which was
recorded during second quarter 1997.

Interstate Access revenues increased $32 (3.4%) and $60
(3.3%) for the three- and six-month periods ended June 30,
1998 as compared to the same 1997 periods.  The increases
were primarily due to increases of $42 and $82 in special
access revenues and increases in end-user charges
attributable to increases in access lines.  Special access
charges are comprised primarily of revenues from the
provision of data and digital services.  These increases
were partially offset by rate reductions which decreased
revenues by $25 and $53 for the three- and six-month
periods, respectively.

Intrastate Access revenues increased $14 (7.5%) and $2
(0.5%) for the three- and six-month periods ended June 30,
1998 compared to the same 1997 periods. The increases were
primarily due to growth in minutes of use of 9.6% for both
the three- and six-month periods.  The increases were
partially offset by rate reductions of $2 and $39,
respectively.

Toll revenues decreased $9 (4.8%) and $8 (2.2%) for the
three- and six-month periods ended June 30, 1998 when
compared to the same 1997 periods.  The decreases were
primarily attributable to a decline in toll messages of
13.3% and 12.8%, respectively.  Such decreases were
partially offset by charges to interexchange carriers,
beginning in the second quarter of 1997, for toll messages
originating on BellSouth's public telephones as well as
increased revenues from the provision of digital
transmission services.

Wireless Communications revenues increased $358 (43.9%)
and $709 (44.9%) for the three- and six-month periods
ended June 30, 1998 when compared to the same 1997
periods. Such increases include revenues from certain of
BellSouth's operations which had been accounted for under
the equity method in the 1997 periods and were
consolidated in the 1998 periods.  If these operations had
been consolidated in 1997, Wireless Communications
revenues for the three and six months would have increased
approximately 22.1% and 24.0%, respectively.  These
increases were primarily attributable to continued growth
of the customer base in international and domestic
wireless markets and the acquisition in 1997 of various
international wireless operations.

Directory Advertising and Publishing revenues increased
$19 (4.8%) and $20 (2.6%) for the three- and six-month
periods ended June 30, 1998 when compared to the same 1997
periods.  The increases primarily reflect volume growth
and price increases partially offset by the effect of book
shifts and, in the six-month period, one-time adjustments
in 1997. The revenue growth rates associated with
increases in volume and pricing for the three- and six-
month periods ended June 30, 1998 were 9.5% and 7.8%,
respectively.

Other Services revenues are principally comprised of
revenues from customer premises equipment (CPE) sales,
maintenance services and other services (primarily inside
wire, billing and collection and voice messaging services)
offered by BellSouth Telecommunications.  Other Services
revenues increased $50 (14.7%) and $104 (16.1%) for the
three- and six-month periods ended June 30, 1998 when
compared with the same 1997 periods. The increases
primarily reflect increased demand and prices for
nonregulated services.


Operating Expenses

Total Operating Expenses increased $531 (14.4%) and $1,011
(14.1%) for the three- and six-month periods ended June
30, 1998 compared to the same 1997 periods. Such increases
include expenses from certain of BellSouth's operations
which had been accounted for under the equity method in
1997 and were consolidated in 1998.  If these operations
had been consolidated in 1997, Total Operating Expenses
would have increased approximately 9.8% and 9.9%,
respectively. The components of Total Operating Expenses
were as follows:

                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                   June 30,            June 30,
                                1998      1997      1998      1997
                                                                     
Depreciation and Amortization $ 1,074   $   977   $ 2,117   $ 1,937
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                     1,743     1,536     3,410     2,958
  Selling, General and                                      
   Administrative               1,413     1,186     2,675     2,296
                                3,156     2,722     6,085     5,254
    Total Operating Expenses  $ 4,230   $ 3,699   $ 8,202   $ 7,191

Depreciation and Amortization increased $97 (9.9%) and
$180 (9.3%) for the three- and six-month periods ended
June 30, 1998 compared to the same periods in 1997.  The
increases were due primarily to the first-time
consolidation of certain operations in 1998 which were
treated as equity investments in 1997.  Depreciation and
amortization for such operations were $57 and $107 for the
three- and six-month periods, respectively.  The overall
increases were also due to higher levels of property,
plant and equipment since June 30, 1997 resulting from
continued growth in the customer base and continued
modernization of the networks utilized in the wireless
businesses.

Other Operating Expenses increased $434 (15.9%) and $831
(15.8%) for the three- and six-month periods ended June
30, 1998 when compared to the same 1997 periods. Such
increases include $172 and $341 in expenses from certain
of BellSouth's operations which had been accounted for
under the equity method in 1997 and were consolidated in
1998. The increases for the periods were also attributable
to increased expenses in international wireless operations
of $45 and $111 related to sustained growth in the
international cellular customer bases.  Such increases
reflect additional marketing and operational costs
associated with higher levels of sales and expanded
operations.

At BellSouth Telecommunications, Other Operating Expenses
increased $175 (9.0%) and $311 (8.2%) for the three- and
six-month periods ended June 30, 1998 when compared to the
same 1997 periods.  The increases were primarily
attributable to increased labor costs, other increased
costs in the BellSouth Telecommunications' telephone
operations associated with higher business volumes,
payments to the Universal Service Fund and costs related
to compliance with the Telecommunications Act of 1996.

Other Income Statement Items

The other income statement components were as follows:

                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                    June 30,            June 30,
                                1998      1997      1998       1997
Interest Expense                $203      $187       $393      $370
Gain on Sale of Operations         -         -        155         -
Other Income, net                118        33        146        26
Provision for Income Taxes       531       416      1,086       886
                                                             

Interest Expense increased $16 (8.6%) and $23 (6.2%) for
the three- and six-month periods ended June 30, 1998
compared to the same 1997 periods.  The increases were
primarily attributable to higher average debt balances and
interest rates on short-term borrowings, partially offset
by an increase in interest capitalized for investments
being developed.  The increase in average short-term debt
balances and related interest expense primarily reflects
the consolidation of several international operations
which had been accounted for under the equity method prior
to 1998.

Gain on Sale of Operations for the six-month period ended
June 30, 1998 represents additional proceeds received from
the sale of ITT World Directories (see Note D to the
Consolidated Financial Statements).

Other Income, net improved $85 and $120 for the three- and
six-month periods ended June 30, 1998 compared to the same
1997 periods. The increases were primarily attributable to
improved equity in earnings of unconsolidated affiliates
and an increase in interest income, partially offset in
the six-month period by higher net minority interest
deductions.

Equity in earnings of unconsolidated affiliates was $36
and $48 for the three- and six-month periods ended June
30, 1998 compared to equity in losses of ($26) and ($69)
for the same 1997 periods.  The improvement in overall
equity in earnings primarily reflects (i) the first-time
consolidation in 1998 of the mobile data communications
business; (ii) more favorable results at other
unconsolidated international operations; and (iii) the
cessation of losses incurred by Optus following its sale
in 1997.  The improvement was partially offset by
development expenses associated with the start-up
operations in Brazil in 1998.

Provision for Income Taxes for the three- and six-month
periods ended June 30, 1998 increased $115 (27.6%) and
$200 (22.6%) when compared to the same 1997 periods. For
the three- and six-month periods ended June 30, 1998,
BellSouth's effective tax rates were 39.4% and 38.8%
compared to 38.9% and 39.7% for the same 1997 periods.



                    FINANCIAL CONDITION

BellSouth uses the net cash generated from its operations
and external financing to fund capital expenditures, pay
dividends and invest in and operate its existing
operations and new businesses. On occasion, BellSouth's
current liabilities exceed current assets.  However,
BellSouth's sources of funds -- primarily from operations
and, to the extent necessary, from readily available
external financing arrangements -- are sufficient to meet
all current obligations on a timely basis.  In addition,
BellSouth believes such sources of funds will be
sufficient to meet the needs of its business for the
foreseeable future.

                                            For the Six Months
                                              Ended June 30,
                                             1998         1997
Net Cash Provided by Operating Activities   $3,698       $3,494

Operating Activities.  Net cash provided by operating
activities increased $204 (5.8%) in the six-month period
ended June 30, 1998 when compared to the same 1997 period.
The change is primarily due to a $491 increase in
operating income before depreciation and amortization and
increased net receipts of accounts receivable.  The
increase was partially offset by increased cash
expenditures for accounts payable and other current
liabilities.


                                            For the Six Months
                                              Ended June 30,
                                             1998         1997
Net Cash Used for Investing Activities     $(3,276)     $(2,457)

Investing Activities.  BellSouth's primary use of capital
resources continues to be for capital expenditures to
support development of the wireline and wireless networks.
Net cash used for investing activities increased $819
(33.3%) in the six-month period ended June 30, 1998 when
compared to the same 1997 period.  The increase was
primarily due to capital expenditures for and investments
in BellSouth's consolidated and unconsolidated Latin
American affiliates, including the purchase of an
additional ownership interest in BellSouth's wireless
operations in Venezuela in June 1998.

Internal sources provided substantially all cash required
for capital expenditures and international investments in
the six-month period ended June 30, 1998.  For the
remainder of 1998, BellSouth expects to continue to
finance capital expenditures and international investments
primarily through internally generated funds and, to a
lesser extent, from external sources.

                                            For the Six Months
                                              Ended June 30,
                                             1998         1997
Net Cash Used for Financing Activities      $(770)       $(907)

Financing Activities.  Net cash used for financing
activities decreased $137 (15.1%) in the six-month period
ended June 30, 1998 compared to the same 1997 period. The
decrease is primarily due to higher net borrowings of debt
of $489, substantially offset by an increase in purchases
of treasury shares of $383.

In June 1998, BellSouth Telecommunications issued $500 of
6 3/8% Debentures, due June 1, 2028 and $500 of 6% Reset
Put Securities, due June 15, 2012.  The purpose of these
issues was to refinance $500 aggregate principal amount of 
BellSouth Telecommunications' 5 1/4% Notes, which matured 
on June 8, 1998, and to provide for general corporate 
purposes, including the refinancing of commercial paper.

BellSouth's debt to total capitalization ratio remained
flat at 42.2% at June 30, 1998 compared to 42.1% at
December 31, 1997.

As of July 31, 1998, shelf registration statements were on
file with the Securities and Exchange Commission under
which $927 of debt securities could be publicly offered.

In September 1997, BellSouth announced a plan to
repurchase up to $1 billion of its Common Stock through
1998.  Treasury share purchases under this plan totaled
$452 for the six months ended June 30, 1998.


          REGULATORY DEVELOPMENTS AND COMPETITION


State Developments

Reciprocal Compensation for Internet Traffic. Numerous
Competitive Local Exchange Carriers (CLECs) claim
entitlement from Incumbent Local Exchange Carriers
(ILECs), including BellSouth Telecommunications, for
reciprocal compensation to the CLECs for calls originating
on the ILEC's networks and connecting with internet
service providers served by the CLEC's networks.  The
CLECs have asserted that such reciprocal compensation is
provided for in interconnection agreements between the
CLECs and the ILECs.   The ILECs have denied any liability
for this form of compensation. The courts and state
commissions that have considered the matter have ruled
against the ILECs with respect to calls to internet
service providers.  The FCC is considering the underlying
jurisdictional issue and is expected to issue a decision.
It is too early to assess the impact of the ultimate
resolution of these issues on the results of operations,
financial position and cash flows of BellSouth.


Tennessee. In 1995, BellSouth Telecommunications elected
price regulation under an incentive regulation plan
whereby prices for basic services and Call Waiting
services are to be capped for four years, after which
prices may be changed in accordance with an inflation-
based formula.

As a condition to implementing price regulation, the
Tennessee Public Service Commission ordered BellSouth
Telecommunications to reduce prices by approximately $56
on an annual basis. BellSouth Telecommunications appealed
to the Tennessee Court of Appeals. In October 1997, the
court vacated the order requiring the rate reduction and
remanded the case to the Tennessee Regulatory Authority
(TRA) (the successor to the Tennessee Public Service
Commission) with instructions to approve the price
regulation plan. In January 1998, the TRA and the Consumer
Advocate filed an application for permission to appeal to
the Tennessee Supreme Court.  In June 1998, the Tennessee
Supreme Court denied the application for appeal.
BellSouth Telecommunications' application for price
regulation is currently pending before the TRA.

In early 1998, a bill was introduced in the Tennessee
legislature that would impose significant new restrictions
on companies electing price regulation. The bill included
proposals to require companies to make substantial refunds
to customers prior to operating under price regulation and
to have initial rates for price regulation purposes
established by means of a traditional rate of return
earnings investigation. Efforts to adopt such a bill
failed in committee.


                       OTHER MATTERS


Accounting for Derivative Instruments and Hedging
Activities.  In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities".  The standard
requires that all derivative instruments (1) be recognized
as assets or liabilities and (2) be adjusted to fair value
each period.  SFAS No. 133 requires adoption by BellSouth
no later than January 1, 2000.  BellSouth is currently
assessing the impact that adoption of SFAS No. 133 will
have on its results of operations and financial condition
and is undecided as to the date the standard will be
adopted.


Year 2000 Compliance. BellSouth has initiated a company-
wide program to identify and address issues associated
with the ability of its date-sensitive information,
telephony and business systems as well as certain
equipment to properly recognize the Year 2000 in order to
avoid interruption of the operation of these systems as a
result of the century change on January 1, 2000. The
program is also designed to assess the impact on BellSouth
of the readiness of other entities with which BellSouth
does business.

Inability to reach substantial Year 2000 compliance in
BellSouth's systems and integral third party systems could
result in interruption of telecommunications services,
interruption or failure of BellSouth's customer billing,
operating and other information systems and failure of
certain date-sensitive equipment.  Such failures could
result in substantial claims by customers and/or loss of
revenue due to service interruption, delays in
BellSouth's ability to bill its customers accurately and
timely, and increased expenses associated with litigation,
stabilization of operations following such failures or
execution of contingency plans.

The Year 2000 program is being conducted by a management
team that is coordinating the efforts of internal
resources as well as third party network providers and
vendors in identifying and making necessary changes to
BellSouth's systems hardware, software and date-sensitive
equipment. The program also includes the international and
domestic companies in which BellSouth holds an interest.
Some of the changes necessary in BellSouth's operations
are being made as a part of ongoing systems upgrades.

BellSouth plans to have all Year 2000 compliance
conversion and initial testing for its most critical
systems used in its domestic operations completed by the
end of 1998 and to complete intersystem testing and
deployment by mid-1999. The status of Year 2000 compliance
efforts for international entities is less advanced than
that for domestic operations.  However, Year 2000
conversion, testing and deployment for these systems is
expected to be completed by late 1999.

Over the years, BellSouth has developed numerous
contingency plans for conducting its business operations
in the event of crises including system outages or natural
disasters. As a part of its Year 2000 compliance efforts,
it is reviewing its contingency plans to ensure they
adequately address Year 2000 issues that might arise.
BellSouth's operational systems, such as billing,
accounting, etc., are also being addressed in the
endeavor.  BellSouth is a member, together with other
large telecommunications companies, in an industry group
which is addressing the Year 2000 issue and related
contingency plans.

Some of the costs associated with BellSouth's Year 2000
compliance efforts were incurred in 1997, and the
remainder has been or will be incurred during 1998 and
1999.  BellSouth estimates the costs of these efforts will 
be between $100 to $200 over the life of the project.
BellSouth intends to continually reassess the estimated
costs and status of Year 2000 remediation efforts.

BellSouth currently anticipates that the mission critical
systems that it controls in its domestic and international
operations will be Year 2000 compliant by January 1, 2000.
However, no assurance can be given that unforeseen
circumstances will not arise during the performance of the
testing and deployment phases which would adversely affect
the Year 2000 compliance of BellSouth's systems.
Furthermore, the Year 2000 compliance status of integral
third party networks is not yet fully known.  As a result,
BellSouth is unable to determine the impact that any
system interruption would have on BellSouth's results of
operations, financial position and cash flows.

CWA Working Agreement.  On August 8, 1998, BellSouth
reached a tentative agreement with the Communications
Workers of America (CWA) on new three-year contracts
covering approximately 48,000 employees.  The contracts,
which are subject to ratification by CWA members, include
basic wage increases totaling 12.39% over the three years
covered by the contracts.  In addition, the agreement
provides for a standard award of between 2% and 2.5% of base
salary and overtime compensation which is subject to adjustment 
based on company performance measures for plan years 1999 and
2000.  Other terms of the agreement include pension band
increases and pension plan cash balance improvements for
active employees.


                   SAFE HARBOR STATEMENT

Statements that do not address historical performance are
"forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and are
based on a number of assumptions, including but not
limited to: (1) continued economic growth and demand for
BellSouth's services; (2) continued monetary, regulatory
and political stability where BellSouth conducts its
international operations; (3) the reasonable accuracy of
BellSouth's expectations of costs and recoveries with
respect to access reform, universal service and
interconnection; (4) the reasonable accuracy of
BellSouth's estimate of regulatory authorization to
provide wireline long distance services and the impact of
competition in its markets; and (5) satisfactory
identification and completion of Year 2000 software and
hardware revisions by BellSouth and entities with which it
does business. Any developments significantly deviating
from these assumptions could cause actual results to
differ materially from those forecast or implied in the
aforementioned forward-looking statements.



               PART II -- OTHER INFORMATION
                             
                             
Item 4. Submission of Matters to a Vote of Security
Holders

     BellSouth has published the information called for by
this item in its "Second Quarter 1998 Report to
Shareholders" which was distributed to shareholders on or
about May 1, 1998.  Shareholders can request a copy of
this report by calling BellSouth Shareholder Services on 1-
800-631-6001.




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

  Exhibit
  Number
  
  4a      No instrument which defines the rights of
          holders of long- and intermediate-term debt of
          BellSouth Corporation is filed herewith pursuant
          to Regulation S-K, Item 601(b)(4)(iii)(A).
          Pursuant to this regulation, BellSouth
          Corporation hereby agrees to furnish a copy of
          any such instrument to the SEC upon request.
  
  10m     BellSouth Corporation Executive Life
          Insurance Plan as amended and restated as the
          BellSouth Split-Dollar Life Insurance Plan
          effective January 1, 1998.
  
  10cc    BellSouth Supplemental Life Insurance Plan
          effective January 1, 1998.
  
  11      Computation of Earnings Per Common Share.
  
  12      Computation of Ratio of Earnings to Fixed
          Charges.
  
  27      Financial Data Schedule as of June 30, 1998.
  


(b) Reports on Form 8-K:

 Date of Event      Subject
      
 July 21, 1998      Second quarter 1998 Earnings Release
                     and 1998 Financial Projection
                    

                    
                         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
                            (Principal Accounting Officer)


August 12, 1998
                       EXHIBIT INDEX

  Exhibit
  Number
  
  10m    BellSouth Corporation Executive Life
         Insurance Plan as amended and restated as the
         BellSouth Split-Dollar Life Insurance Plan
         effective January 1, 1998.
  
  10cc   BellSouth Supplemental Life Insurance Plan
         effective January 1, 1998.
  
  11     Computation of Earnings Per Common Share.
  
  12     Computation of Ratio of Earnings to Fixed
         Charges.
  
  27     Financial Data Schedule as of June 30, 1998.
  








                          Plan Document



This  section  includes a general information  summary  (first  3
pages) and the plan document for the BellSouth Split-Dollar  Life
Insurance  Plan.   The plan document and the general  information
summary  together are intended to serve as both the full text  of
the  BellSouth  Split-Dollar Life Insurance Plan  as  well  as  a
summary plan description of such plan.


             General Information About The BellSouth
                Split-Dollar Life Insurance Plan



NAME OF PLAN

     BellSouth Split-Dollar Life Insurance Plan

NAME AND ADDRESS OF EMPLOYER

     Various  BellSouth  companies  participate  in  this   Plan.
     BellSouth Corporation's address is:

          1155 Peachtree Street, N.E.
          Atlanta, Georgia  30309

EMPLOYER IDENTIFICATION NUMBER

     58-1533433

PLAN NUMBER

     547

TYPE OF PLAN

     This  Plan  is  a welfare benefit plan in which participants
     are given the opportunity to receive life insurance coverage
     purchased  with  a  combination  of  employer  and  employee
     contributions.

TYPE OF ADMINISTRATION

     Benefits  are provided through insurance contracts purchased
     under  the  terms of the Plan.  The Plan is administered  by
     BellSouth Corporation.

CLAIMS PROCEDURE

     Claims for insurance benefits under the Plan are handled  by
     and should be directed to the Plan Administrator.

PLAN YEAR

     The  Plan  Year is the period beginning each January  1  and
     ending each December 31 during which the Plan is in effect.

END OF YEAR FOR FISCAL YEAR PURPOSES

     December 31.

NAME, BUSINESS ADDRESS AND TELEPHONE NUMBER OF
  PLAN ADMINISTRATOR

     BellSouth Corporation
     1155 Peachtree Street, N.E.
     Atlanta, Georgia 30309-3610
     Attn.:  Director Executive Benefits
     (404) 249-2228

SERVICE OF LEGAL PROCESS

     Service  of  legal  process  may  be  made  upon  the   Plan
     Administrator.

EFFECTIVE DATE

     The Effective Date of the Plan is January 1, 1998.

PARTICIPANT'S RIGHTS UNDER ERISA

     Participants in the Plan are entitled to certain rights  and
     protections  under the Employee Retirement  Income  Security
     Act  of  1974  ("ERISA").   ERISA provides  that  each  Plan
     participant may:

          (1)   Examine, without charge, all Plan documents,  and
          copies of all documents files by the Plan with the U.S.
          Department  of  Labor, such as detailed annual  reports
          and Plan descriptions, if applicable.

          (2)  Obtain copies of all Plan documents and other Plan
          information   upon   written  request   to   the   Plan
          Administrator.  The Administrator may make a reasonable
          charge for copies;

          (3)   Receive a summary of the Plan's annual  financial
          report.  The Plan Administrator is required by  law  to
          furnish  each  participant with a copy of this  summary
          annual report;

     You  should  also  be  aware  of the  following  protections
     afforded by ERISA:

          (1)    The   people  who  operate  the   Plan,   called
          "fiduciaries," must act prudently and in  the  interest
          of you and other Plan participants and beneficiaries.

          (2)   No  one  may interfere with the exercise  of  any
          rights which you have under the Plan or ERISA.

          (3)  If your claim for a benefit is denied in whole  or
          in  part, you must receive a written explanation of the
          reason for denial.

          (4)   You have the right to have the Plan Administrator
          review and reconsider your claim.

     Under  ERISA,  there are steps you can take to  enforce  the
     above rights.  If you request materials from the Plan and do
     not receive them within 30 days, you may choose to file suit
     in  a  federal  court.   If the court  finds  that  you  are
     entitled to receive those materials, it may require the Plan
     Administrator to provide the materials and pay you  a  daily
     penalty  until you receive them.  However, if the  documents
     were  not sent because of reasons beyond the control of  the
     Plan Administrator, he will not be penalized.  If you have a
     claim  for benefits which is denied or ignored, in whole  or
     in  part, you may choose to file suit in a state or  federal
     court.  If it should happen that Plan fiduciaries misuse the
     Plan's  money,  or  if  you  are discriminated  against  for
     asserting your rights, you may seek assistance from  the  U.
     S.  Department of Labor, or you may file suit in  a  federal
     court.  The court will decide who should pay court costs and
     legal  fees.  If you lose, the court may order  you  to  pay
     these  costs and fees, if, for example, it finds your  claim
     frivolous.

     If you have any questions about this statement or about your
     rights  under  ERISA, you should contact  the  nearest  Area
     Office   of   the   U.S.   Labor   -   Management   Services
     Administration Department of Labor.

BellSouth Split-Dollar Life Insurance Plan


1.   PURPOSE

     The  purpose  of  the BellSouth Split-Dollar Life  Insurance
     Plan  (the  "Plan")  is to provide a split-dollar  insurance
     arrangement  under  which  BellSouth  Corporation  and   its
     subsidiaries  and  affiliates can assist  key  employees  in
     acquiring and financing life insurance coverage.  This  Plan
     incorporates  the  provisions of the  BellSouth  Corporation
     Executive  Life Insurance Plan and the BellSouth Corporation
     Senior  Manager Life Insurance Plan, as amended  as  of  the
     effective date of this Plan (the "Prior Plans"), and, as  of
     such  effective  date,  shall  be  deemed  to  constitute  a
     complete restatement of both Prior Plans, as amended (except
     to  the  extent otherwise specifically provided  in  Section
     3.01 of this Plan).

2.   DEFINITIONS

     For  purposes  of this Plan, the following  terms  have  the
     meanings set forth below:
     
     2.01 "Agreement"  means the agreement executed  between  the
          Employer and a Participant implementing the terms of this Plan,
          substantially in the form attached hereto as Exhibit "A".
     
     2.02 "Assignment" means the collateral assignment executed by the
          Policy Owner, substantially in the form attached hereto as
          Exhibit "B".
     
     2.03 "Coverage Amount" means the face amount of the insurance
          death benefit provided to a Participant under the Plan, as
          specified in the Participant's Agreement.
     
     2.04 "Disability"  means that the Participant  is  receiving
          disability benefits under any long-term disability plan sponsored
          by the Employer or an affiliated entity.
     
     2.05 "Effective Date" means the effective date of the Plan, which
          is January 1, 1998.
     
     2.06 "Employee" means an employee or former employee of  the
          Employer who is eligible to participate in the Plan.
     
     2.07 "Employer" means BellSouth Corporation and any subsidiary or
          affiliate of BellSouth Corporation which is authorized by the
          Plan Administrator to participate in this Plan.
     
     2.08 "Employer Account" means, with respect to a Participant's
          Policy, a bookkeeping entry maintained by the Employer pursuant
          to Section 6 of the Plan, equal to the lesser of (1) the cash
          value of the Policy, or (2) the amount of Policy premiums paid by
          the Employer (and not collected from the Participant).  With
          respect to a Replacement Policy, the amount of Policy premiums
          paid by the Employer shall be deemed to include the total of all
          such premiums paid on the Replacement Policy and the Replaced
          Policy, reduced by an amount equal to that portion of the
          Replaced Policy Cash Value, if any, paid to the Employer at the
          time the Replacement Policy is issued.
     
     2.09 "Employer Premium" means, with respect to a Participant's
          Policy, the total Policy premium payable for the Policy Year by
          the Company as specified in the Participant's Agreement, less the
          portion of the premium to be paid by the Participant pursuant to
          Section 5.01 of the Plan.
     
     2.1  "Enrollment Age" means the Participant's age at the time of
          enrollment in the Prior Plans as to the Participant's initial
          Coverage Amount, and it means the Participant's age at a
          subsequent enrollment for an increased Coverage Amount as to the
          increased Coverage Amount; provided, however, that with respect
          to a Replacement Policy, the age at enrollment shall mean the age
          at the time of enrollment for the Replaced Policy.
     
     2.2  "Insurance Cost" means, with respect to a Participant, the
          annual cost for the Participant's Coverage Amount determined
          pursuant to the Insurance Cost schedule maintained by the Plan
          Administrator.  The Insurance Cost for a Participant shall be
          determined as of the time of the Participant's enrollment in the
          Prior Plan(s), based on the Participant's Coverage Amount and
          Enrollment Age, and shall not change thereafter.  A smoker rate
          shall be used to determine the Insurance Cost for any Participant
          who smoked cigarettes at any time during the twelve month period
          immediately preceding the Participant's enrollment; a nonsmoker
          rate shall be used for all other Participants.  However,
          notwithstanding the previous sentence, if a Replacement Policy is
          issued for a Participant and the Participant qualifies as a
          nonsmoker for the Replacement Policy, the nonsmoker rate shall
          thereafter be used to determine the Insurance Cost for the
          Participant.
     If a Participant's  coverage is in effect for  a  period  of
          less  than  twelve (12) months during any Policy  Year,
          the Participant's Insurance Cost for that year shall be
          determined by multiplying the annual cost as determined
          from  the  insurance cost schedule by a  fraction,  the
          numerator  of which is the number of full  months  that
          the  coverage is in effect and the denominator of which
          is twelve (12).
     
     2.3
          
          "Insurer" means, with respect to a Participant's Policy, the
          insurance company issuing the insurance policy or group
          policy certificate on the Participant's life (or on the
          joint  lives  of the Participant and the  Participant's
          spouse) pursuant to the provisions of the Plan.
     
     2.4  "Participant" means an Employee who is participating in the
          Plan.
     
     2.5  "Participant Account" means, with respect to a Participant's
          Policy, a bookkeeping entry maintained by the Employer pursuant
          to Section 6 of the Plan, equal to the excess, if any, of the
          cash value of the Policy over the Employer Account.
     
     2.6  "Participant Premium" means, with respect to each Policy
          Year (or portion thereof) for a Participant, the greater of (1)
          the Participant's Insurance Cost; or (2) the one year term cost
          for the Policy Year (or portion thereof) determined based on the
          Participant's age at the beginning of the Policy Year, the
          Insurer's published one year term rates in effect at the
          beginning of the Policy Year, and the Participant's Coverage
          Amount under the Plan.  The one year term cost amount shall be
          determined pursuant to the guidelines set forth in Revenue Ruling
          66-110, 1966-1 C.B. 12, and Revenue Ruling 67-154, 1967-1 C.B.
          11,  and  shall be conclusively determined by the  Plan
          Administrator.
     
     2.7  "Permanent Policy" means a Participant's Policy having cash
          values which are projected to be sufficient to continue to
          provide  death benefit coverage at least equal  to  the
          Participant's Coverage Amount until the policy maturity date
          specified in the Participant's Policy (determined without regard
          to any Policy rider which extends the maturity date beyond the
          originally scheduled policy maturity date), and which is
          projected to have a cash accumulation value equal to at least
          ninety-five percent (95%) of the Policy Coverage Amount at the
          maturity date specified in such Policy, with no further premium
          payments, following a withdrawal by the Employer of all amounts
          to which it is entitled pursuant to Section 8.02e or Section
          8.03.  A determination as to whether a Policy is at a given time
          a Permanent Policy shall be made by the Plan Administrator, and
          shall be based on Policy projections provided by the Insurer or
          its agent utilizing the Policy's then current mortality rates and
          Policy expenses, and the following Policy interest crediting
          rates.  For the Policy Year of the Employer withdrawal made
          pursuant to Section 8.02e or Section 8.03, the projections shall
          reflect the actual Policy interest crediting rate in effect for
          such year (or, if such rate is not known when the determination
          is made, the actual rate in effect for the preceding Policy
          Year).  For each of the ten (10) succeeding Policy Years, the
          projections shall reflect that rate decreased ratably such that
          the rate in the tenth Policy Year following the Policy Year in
          which the Employer withdrawal occurs will be five percent (5%).
          For all successive Policy Years, the projections shall reflect a
          five  percent  (5%)  Policy  interest  crediting  rate.
          Notwithstanding the foregoing, if the actual Policy interest
          crediting rate in effect when the determination is made is less
          than five percent (5%), the projections shall reflect such lower
          rate for the Policy Year of the Employer withdrawal and all
          subsequent Policy Years.
     
     2.8  "Plan" means the BellSouth Split-Dollar Life Insurance Plan.
          Except as otherwise provided in Section 3.01, with respect to
          each Participant who participated in the BellSouth Corporation
          Executive Life Insurance Plan, the Plan shall be construed and
          interpreted as a restatement of the provisions of such plan, as
          amended; and, with respect to each Participant who participated
          in the BellSouth Corporation Senior Manager Life Insurance Plan,
          the Plan shall be construed and interpreted as a restatement of
          such plan, as amended.

      2.9  "Plan Administrator" means the Chief Executive Officer of
          BellSouth Corporation and any individual or committee he
          designates to act on his behalf with respect to any or all of his
          responsibilities hereunder; provided, the Board of Directors of
          BellSouth Corporation may designate any other person or committee
          to serve in lieu of the Chief Executive Officer as the Plan
          Administrator with respect to any or all of the administrative
          responsibilities hereunder.

     2.10 "Policy" means the life insurance coverage acquired on the
          life of the Participant (or on the joint lives of the Participant
          and the Participant's spouse) by the Participant or other Policy
          Owner, which may be issued as a separate insurance policy or a
          certificate under a group policy.

     2.11 "Policy Owner" means the Participant or that person or
          entity to whom the Participant has assigned his interest in the
          Policy.  In the case of a Replacement Policy issued to replace a
          Policy for which the Policy Owner is other than the Participant,
          the Policy Owner of the Replacement Policy shall be the same as
          the Policy Owner of the Policy being replaced, unless elected
          otherwise by such Policy Owner.

     2.12 "Policy Year" means the twelve month period (and each
          successive twelve month period) beginning on the effective date
          of the Agreement.

     2.13 "Premium Payment Years" means, with respect to a
          Participant's Policy, the number of consecutive Policy Years
          (including, for a Replacement Policy, the number of Policy Years
          during which the Replaced Policy was in force), beginning with
          the first Policy Year, during which the Employer is required to
          pay a Policy premium, as specified in the Participant's
          Agreement.

     2.14 "Replaced Policy" means a Policy which has been replaced by
          a Replacement Policy.  If a Participant's Policy has been
          replaced more than one time, then the term Replaced Policy shall
          include all prior Policies.

     2.15 "Replaced Policy Cash Value" means the cash value of the
          Replaced Policy on the Effective Date.
     2.16 "Replacement Policy" means a Policy issued to replace a
          Policy previously issued under the Plan.

     2.17 "Retirement" means a termination of the Participant's
          employment with the Employer under circumstances where the
          Participant is immediately eligible to receive pension benefits
          under the Supplemental Executive Retirement Plan (SERP)
          maintained by the Employer or one of its subsidiaries.

     2.18 "Single Life Coverage" means life insurance coverage on the
          life of the Participant.

     2.19 "Survivorship Coverage" means life insurance coverage on the
          lives of the Participant and the Participant's spouse, with the
          life insurance death benefit to be payable at the death of the
          last survivor of the Participant and the Participant's spouse.

     2.20 "Terminated for Cause" means, with respect to a Participant,
          the termination of the Participant's employment with the Employer
          due to: (i) fraud, misappropriation, embezzlement, or intentional
          material damage to the property or business of the Employer; (ii)
          commission of a felony involving moral turpitude of which the
          Participant is finally adjudicated guilty; or (iii) continuance
          of either willful and repeated failure or grossly negligent and
          repeated failure by the Participant to materially perform his
          duties.

3.   ELIGIBILITY
     
     3.01 General.  Each Employee with a Prior Plan Agreement  in
          effect on the day preceding the Effective Date shall be
          eligible to participate in the Plan, provided that  the
          Employee (and any other appropriate party, such as  the
          Employee's  spouse  or a Policy Owner  other  than  the
          Employee,  as  determined  by the  Plan  Administrator)
          executes an Agreement consenting to the terms  of  this
          Plan, as amended, and completes such other forms as the
          Plan   Administrator  shall  require.    Any   Employee
          eligible to participate who fails to execute (or secure
          execution of) an Agreement consenting to the  terms  of
          this Plan, as amended, by August 31, 1998, shall not be
          eligible for coverage under the Plan, but shall  remain
          subject  to  the  terms  and conditions  of  the  Prior
          Plan(s)  in  which  such Employee  participates  as  in
          effect  on  the  day preceding the Effective  Date,  as
          amended thereafter from time to time.
     
     3.02 Type  of  Coverage.   The type(s)  of  coverage  for  a
          Participant on the Effective Date shall be the  type(s)
          of coverage in place on the day preceding the Effective
          Date  pursuant to the Participant's Agreement(s)  under
          the  Prior Plan(s).  Provided, however, that the Policy
          Owner   may  make  a  one-time  election  to   exchange
          Survivorship  Coverage for Single Life Coverage  (equal
          to   fifty   percent   (50%)   of   the   Participant's
          Survivorship  Coverage Amount), or to  exchange  Single
          Life  Coverage for Survivorship Coverage (equal to  two
          hundred percent (200%) of the Participant's Single Life
          Coverage  Amount), subject to any proof of insurability
          required by the Insurer.  Such an election must be made
          by  August  31,  1998.   If  an  unmarried  Participant
          enrolls  for  Single  Life  Coverage  and  subsequently
          marries,  then,  subject to the approval  of  the  Plan
          Administrator, the Participant (or other Policy  Owner)
          shall  have  the right to make an election, exercisable
          no  later  than one hundred eighty (180) days following
          the  marriage,  to convert (subject  to  any  proof  of
          insurability required by the Insurer) the  Single  Life
          Coverage  to  Survivorship Coverage (with the  Coverage
          Amount  equal  to  two hundred percent  (200%)  of  the
          Single Life Coverage Amount).  If a married Participant
          enrolls  for  Survivorship  Coverage  and  subsequently
          divorces,  then, subject to the approval  of  the  Plan
          Administrator, the Participant (or other Policy  Owner)
          shall  have  the right to make an election, exercisable
          no  later  than one hundred eighty (180) days following
          the finalization of the divorce, to convert (subject to
          any  proof of insurability required by the Insurer) the
          Survivorship Coverage to Single Life Coverage (with the
          Coverage  Amount equal to fifty percent  (50%)  of  the
          Survivorship   Coverage  Amount).    Under   no   other
          circumstances  shall  a Participant  (or  other  Policy
          Owner) have any right to change an election as to  type
          of  coverage after the coverage becomes effective.  Any
          Insurer  charges  or  tax liability  resulting  from  a
          conversion shall be borne by the Participant  or  other
          Policy Owner.

4.   AMOUNT OF COVERAGE
     
     The  Coverage Amount for a Participant shall be  the  amount
     specified in the Participant's Agreement.

5.   PAYMENT OF PREMIUMS; PAYMENT OF CERTAIN TAXES
     
     5.01 Participant Premium Payments.  A Participant shall  pay
          the Participant Premium for each Policy Year which is a
          Premium  Payment Year for the Participant.  The  amount
          shall  be  paid by the Participant to the  Employer  by
          payroll  (or  retirement income)  deductions  of  equal
          installments during the Policy Year, or in  such  other
          manner   as   may  be  agreed  to  between   the   Plan
          Administrator and the Participant.  The Employer  shall
          pay  the Participant Premium amount to the Insurer, and
          can  do  so  as collected from the Participant  or  can
          advance  payments to the Insurer for a Policy  Year  at
          any  time  during the Policy Year or up to thirty  (30)
          days  in  advance of the Policy Year.  If a Participant
          terminates  employment  with  the  Employer,  and   the
          Employer  has  made  such  an advance  payment  of  the
          Participant  Premium to the Insurer, the  Employer  may
          withhold   any  uncollected  portion  of  the  advanced
          Participant  Premium  from any amount  payable  to  the
          Participant by the Employer to the extent permitted  by
          law.   Notwithstanding  the other  provisions  of  this
          paragraph,  no  Participant Premium shall  be  required
          with  respect to Survivorship Coverage after the  death
          of the Participant, and no Participant Premium shall be
          required   after   termination  of  the   Participant's
          Agreement pursuant to Section 8.01.
     
     5.02 Employer Premium Payments.  The Employer shall pay  the
          Employer  Premium  for  a Participant's  Policy  within
          thirty  (30) days of the beginning of each Policy  Year
          which  is  a Premium Payment Year. However, no Employer
          Premium  shall be required: (1) after the Participant's
          Agreement terminates pursuant to Section 8.01; or,  (2)
          for  a  Policy  Year  if  the Employer  withdrawal  and
          release  of  Assignment under Section 8.03  would  have
          occurred  at the end of the prior Policy year  but  for
          the  requirement in Section 8.03 that  the  Policy  not
          constitute a Modified Endowment Contract following such
          withdrawal.   Also,  if  the payment  of  the  Employer
          Premium for a Policy year would cause the Participant's
          Policy to constitute a Modified Endowment Contract  (as
          such  term is defined in Section 7702A of the  Internal
          Revenue  Code),  then the Employer Premium  amount  for
          such  Policy year shall be reduced to the largest  such
          amount  that can be paid without causing the Policy  to
          constitute a Modified Endowment Contract.  The Employer
          may,  but  shall  not be required to,  make  additional
          premium payments with respect to a Participant's Policy
          after the last Premium Payment Year.

          5.03 Additional Employer Payments.

                     a.    If,  during any year which  is  not  a
               Premium  Payment Year, participation in  the  Plan
               results  in  the  recognition of  income  for  tax
               purposes  by  the  Participant  for  the  economic
               benefit to the Participant as described in,  e.g.,
               Revenue Ruling 64-328, 1964-2 C.B.11, the Employer
               shall  pay to the Participant an amount determined
               by  the  Plan  Administrator which is designed  to
               approximate  the (1) sum of the total federal  and
               state  income  taxes and applicable payroll  taxes
               which  would be payable by the Participant at  the
               highest   marginal   rate   provided   for   under
               applicable  federal income tax laws,  and  at  the
               highest   marginal   rate   provided   for   under
               applicable state income tax laws for the state  of
               the  Participant's tax domicile, on the income  so
               recognized, plus (2) the total federal  and  state
               income  taxes and applicable payroll  taxes  which
               would be payable by the Participant on the payment
               described in clause (1).  Any payment to  be  made
               under  this subsection a. shall be made  no  later
               than  April  1 of the year following the  year  to
               which the payment relates.

                      b.     If,  with  respect  to  Survivorship
               Coverage  after  the  death  of  the  Participant,
               participation   in  the  Plan   results   in   the
               recognition  of  income for tax  purposes  by  the
               Participant's spouse or other Policy Owner for the
               economic  benefit to the Participant's  spouse  or
               other  Policy Owner as described in, e.g., Revenue
               Ruling  64-328, 1964-2 C.B.11, the Employer  shall
               pay  to  the Participant's spouse or other  Policy
               Owner   an   amount   determined   by   the   Plan
               Administrator which is designed to approximate the
               total  federal and state income taxes which  would
               be  payable by the Participant's spouse  or  other
               Policy Owner at the highest marginal rate provided
               for  under applicable federal income tax laws, and
               the  highest  marginal  rate  provided  for  under
               applicable state income tax laws for the state  of
               the  tax  domicile of the Participant's spouse  or
               other  Policy Owner, on the income so  recognized.
               Any  payment  to be made under this subsection  b.
               shall  be  made no later than April 1 of the  year
               following the year to which the payment relates.
          
          c.   If the termination of the Employer's interest in a
               Participant's Policy pursuant to Section  8.03  of
               the  Plan results in the recognition of income for
               tax  purposes  by  the Participant,  the  Employer
               shall  pay to the Participant an amount determined
               by  the  Plan  Administrator which is designed  to
               approximate  the  total federal and  state  income
               taxes which would be payable by the Participant at
               the  highest  marginal  rate  provided  for  under
               applicable  federal income tax laws,  and  at  the
               highest   marginal   rate   provided   for   under
               applicable state income tax laws for the state  of
               the  Participant's tax domicile,  attributable  to
               such  termination.   Such payment  shall  be  made
               immediately  following  the  termination  of   the
               Employer's interest in the Policy or, if later, at
               such  time as a determination is made that such  a
               tax is payable.
          
          d.   For purposes of this Section 5.03, a tax shall  be
               deemed   payable   or  income  shall   be   deemed
               recognized, if either (i) it is finally determined
               by  the  Internal  Revenue  Service,  or  (ii)  an
               opinion  is given by the Employer's counsel,  that
               the tax is payable.

                     e.   Any amount to be paid to a Participant,
               a  Participant's  spouse, or  other  Policy  Owner
               under this Section, and the amounts payable, shall
               be    conclusively   determined   by   the    Plan
               Administrator,  based on generally applicable  tax
               rates  and not based upon the unique tax situation
               of  each  Participant,  Participant's  spouse,  or
               other Policy Owner.

6.   ACCOUNTS
     With  respect  to each Policy covered by an  Agreement  made
     under  this  Plan,  the Employer shall maintain  bookkeeping
     entries  reflecting  the  Employer Account  and  Participant
     Account values.

7.   POLICY OWNERSHIP
     
     7.01 Ownership.  Except as otherwise provided in this  Plan,
          the  Policy Owner shall be the sole and exclusive owner
          of  a  Participant's Policy and shall  be  entitled  to
          exercise all of the rights of ownership including,  but
          not  limited to, the right to designate the beneficiary
          or  beneficiaries to receive payment of the portion  of
          the  death  benefit  under  the  Policy  equal  to  the
          Coverage  Amount, and the right to assign any  part  or
          all  of  the  Policy  Owner's interest  in  the  Policy
          (subject  to  the  Employer's  rights,  the  terms  and
          conditions of the Assignment specified in Section  7.02
          of the Plan, and the terms and conditions of this Plan)
          to  any person, entity or trust by the execution  of  a
          written instrument delivered to the Employer.
     
     7.02 Employer's  Rights.   In exchange  for  the  Employer's
          agreement to pay the amounts described in Sections 5.02
          and  5.03 of this Plan, the Policy Owner shall  execute
          an Assignment to the Employer of the rights provided to
          the  Employer under this Plan.  The Employer shall have
          the right to direct the Policy Owner in writing to take
          any  action required consistent with these rights,  and
          upon  the  receipt of such written direction  from  the
          Employer,  the  Policy Owner shall promptly  take  such
          action  as  is  necessary  to  comply  therewith.   The
          Employer  agrees that it shall not exercise any  rights
          assigned to it in the Assignment in any way that  might
          impair  or defeat the rights and interest of the Policy
          Owner  under  this Plan.  The Employer shall  have  the
          right to assign any part or all of its interest in  the
          Policy  (subject to the Policy Owner's rights  and  the
          terms  and  conditions  of this Plan)  to  any  person,
          entity   or  trust  by  the  execution  of  a   written
          instrument delivered to the Policy Owner.
     
     7.03 Possession   of  Policy.   The  Employer   shall   keep
          possession of the Policy.  The Employer agrees to  make
          the  Policy  available to the Policy Owner  or  to  the
          Insurer from time to time for the purposes of endorsing
          or  filing  any change of beneficiary on the Policy  or
          exercising any other rights as the owner of the Policy,
          but  the  Policy  shall promptly  be  returned  to  the
          Employer.
     
     7.04 Policy   Loans.    Except  as  otherwise   specifically
          provided  for  in Section 8 of this Plan,  neither  the
          Employer  nor the Policy Owner may borrow  against  the
          Policy cash values.
     
     7.05 Withdrawals   and  Surrender.   Except   as   otherwise
          specifically  provided for in Section 8 of  this  Plan,
          neither  the Employer nor the Policy Owner may withdraw
          Policy cash values or surrender all or a portion of the
          Policy.   Provided,  however, that  a  cancellation  or
          exchange  of a Replaced Policy in connection  with  the
          acquisition of a Replacement Policy shall not be deemed
          a withdrawal from or surrender of the Replaced Policy.

8.   TERMINATION OF AGREEMENT
     
     8.01 Termination Events.  Notwithstanding anything herein to
          the  contrary,  the  Participant's Agreement,  and  the
          Employer's  obligation to pay premiums with respect  to
          the  Participant's  Policy  acquired  pursuant  to  the
          Agreement, shall terminate upon the first to  occur  of
          any of the following events:
          
          a.   Termination of employment of the Participant  with
               the  Employer prior to the Participant's death for
               reasons other than Retirement or Disability.
          
          b.   Termination  of  the  Participant's  Agreement  by
               mutual  agreement  of  the  Participant  and   the
               Employer.
          
          c.   A   unilateral  election  by  the  Participant  to
               terminate  the Participant's Agreement;  provided,
               however,  that such an election may be made  by  a
               Participant only within sixty (60) days  following
               the  end of the last Premium Payment Year for  the
               Participant's Policy.
          
          d.   The   written  notice  by  the  Employer  to   the
               Participant following a resolution by the Board of
               Directors  of  BellSouth Corporation to  terminate
               this Plan and all Agreements made under the Plan.
          
          e.   As  to Single Life Coverage only, the death of the
               Participant.
          
          f.   As to Survivorship Coverage only, the death of the
               last   survivor   of  the  Participant   and   the
               Participant's spouse.
          
          g.   After  the  release  of  Assignment  pursuant   to
               Section 8.03.
     
     8.02 Disposition of Policy
          
          a.   In  the  event of a termination of a Participant's
               Agreement  under Section 8.01a or b of  the  Plan,
               the  Policy Owner shall be entitled to acquire the
               Employer's  rights under the Participant's  Policy
               by  paying to the Employer an amount equal to  the
               Employer Account; alternatively, the Policy  Owner
               can require the Employer to withdraw a portion  of
               the  cash  values  from the Participant's  Policy,
               partially  surrender  the  Policy,  or  borrow   a
               portion  of the cash values from the Participant's
               Policy,  with  the amount to be specified  by  the
               Policy  Owner,  and  the Policy  Owner's  required
               payment  to the Employer under this Section  shall
               thereby  be  reduced  to an amount  equal  to  the
               excess  of  the Employer Account over  the  amount
               withdrawn,  received  upon partial  surrender,  or
               borrowed by the Employer (for these purposes,  the
               amount withdrawn, received upon partial surrender,
               or  borrowed  shall refer to the  amount  actually
               received by the Employer after the application  of
               any charges, such as surrender charges, applicable
               to   the   withdrawal,   partial   surrender,   or
               borrowing).   The Policy Owner may  exercise  this
               right  to acquire the Employer's interest  in  the
               Policy  by so notifying the Employer within ninety
               (90)  days  after  an event of  termination  under
               Section  8.01a  or  b of this Plan  has  occurred.
               Within  thirty  (30) days after  receipt  of  such
               notice,  the  Employer  shall  make  any  required
               withdrawal, partial surrender, or policy loan  and
               the  Policy  Owner  shall  pay  the  Employer  the
               applicable  payment,  if  any.  Upon  receipt   of
               payment  from  the  Policy Owner,  or  immediately
               following  the  withdrawal, partial surrender,  or
               policy  loan  if  no  payment  is  required,   the
               Employer  shall  release the  Assignment  and  the
               Policy  Owner  shall have all rights,  title,  and
               interest in the Policy free of all provisions  and
               restrictions of the Assignment, the Agreement  and
               this Plan.
          
          b.   Notwithstanding the provisions of  Section  8.02a,
               if  the Participant is Terminated for Cause by the
               Employer,  then  the Policy Owner  shall  have  no
               right  to acquire the Employer's interest  in  the
               Policy.
          
          c.   If the Policy Owner fails to exercise his right to
               acquire  the  Employer's interest  in  the  Policy
               pursuant  to  Section 8.02a or is  precluded  from
               exercising  such right pursuant to Section  8.02b,
               the  Policy  Owner  shall transfer  title  to  the
               Policy to the Employer, free of all provisions and
               restrictions  of the Assignment, the Participant's
               Agreement and this Plan.
          
          d.   In  the  event of a termination of a Participant's
               Agreement  pursuant to the Participant's  election
               under  Section  8.01c, the Employer shall  receive
               from  the Participant's Policy an amount equal  to
               the  Employer  Account, with  such  amount  to  be
               received  through a withdrawal, partial surrender,
               policy  loan,  or  some  combination  thereof,  as
               determined    by   the   Employer.     Immediately
               thereafter,   the  Employer  shall   release   the
               Assignment  and  the Policy Owner shall  have  all
               rights,  title and interest in the Policy free  of
               all provisions and restrictions of the Assignment,
               the Participant's Agreement, and this Plan.
          
          e.   Notwithstanding the provisions of Section 2.08  to
               the  contrary, in the event of a termination of  a
               Participant's Agreement under Section 8.01d, prior
               to  the  application of Section 8.02, the Employer
               Account shall be reduced to an amount equal to the
               excess,  if any, of the cash values of the  Policy
               over  the amount of cash value necessary in  order
               for  such  Policy  to  immediately  qualify  as  a
               Permanent  Policy after withdrawal of such  excess
               amount.   The  Employer  shall  receive  from  the
               Policy  the  reduced Employer Account  value  and,
               with   such  amount  to  be  received  through   a
               withdrawal,  partial surrender,  policy  loan,  or
               some  combination  thereof, as determined  by  the
               Employer,  and shall, within thirty (30)  days  of
               the  Plan termination, release the Assignment  and
               the Policy Owner shall have all rights, title, and
               interest in the Policy free of all provisions  and
               restrictions of the Assignment, the Agreement  and
               this Plan.
     
     8.03 Release of Assignment.  At the end of each Policy  Year
          for  a  Participant's  Policy, the  Plan  Administrator
          shall determine whether a withdrawal from the Policy by
          the  Employer  of  an  amount  equal  to  the  Employer
          Account,  and a release of the Assignment, shall  occur
          with   respect  to  the  Participant's  Policy.    Such
          withdrawal and release shall be made within ninety (90)
          days  after the end of the first Policy Year as of  the
          end  of  which:  (1)  the  Participant's  Policy  would
          qualify as a Permanent Policy following such withdrawal
          by  the  Employer;  and, (2) the  Participant's  Policy
          would not constitute a Modified Endowment Contract  (as
          such  term is defined in Section 7702A of the  Internal
          Revenue  Code) following such withdrawal.  The Employer
          withdrawal  shall be made though a withdrawal,  partial
          surrender, or policy loan, or some combination thereof,
          as   determined  by  the  Employer.  Immediately  after
          receiving  the  proceeds  of  the  withdrawal,  partial
          surrender,  or policy loan, the Employer shall  release
          the  Assignment  and the Policy Owner  shall  have  all
          rights,  title and interest in the Policy free  of  all
          provisions  and  restrictions of  the  Assignment,  the
          Participant's Agreement and this Plan.
     
     8.04 Allocation  of  Death Benefit.   In  the   event  of  a
          termination under Section 8.01e or 8.01f of  the  Plan,
          the  death benefit under the Participant's Policy shall
          be divided as follows:
          
          a.   The  beneficiary or beneficiaries  of  the  Policy
               Owner shall be entitled to receive an amount equal
               to the Coverage Amount.
          
          b.   The  Employer  shall be entitled  to  receive  the
               balance of the death benefit.
     
     8.05 Employer   Undertakings.   Upon  the   death   of   the
          Participant (or, in the case of Survivorship  Coverage,
          the  death of the last survivor of the Participant  and
          the   Participant's  spouse)  while  the  Participant's
          Agreement is in force, the Employer agrees to take such
          action  as may be necessary to obtain payment from  the
          Insurer  of  the  death benefit to  the  beneficiaries,
          including,  but not limited to, providing  the  Insurer
          with  an  affidavit  as  to the  amount  to  which  the
          Employer is entitled under the Agreement and this Plan.

9.   GOVERNING LAWS AND NOTICES
     
     9.01 Governing  Law.   This Plan shall be  governed  by  and
          construed in accordance with the laws of the  State  of
          Georgia.
     
     9.02 Notices  All notices hereunder shall be in writing  and
          sent  by  first class mail with postage  prepaid.   Any
          notice  to the Employer shall be addressed to BellSouth
          Corporation  at  its office at 1155  Peachtree  Street,
          N.E.,   Atlanta,   GA  30367-6000,  ATTENTION:    Human
          Resources-Director Executive Benefits.  Any  notice  to
          the  Employee shall be addressed to the Employee at the
          address  following  such  party's  signature   on   his
          Agreement.  Any party may change the address  for  such
          party  herein set forth by giving notice of such change
          to the other parties pursuant to this Section.

10.  NOT A CONTRACT OF EMPLOYMENT

     This Plan and any Agreement executed hereunder shall not  be
     deemed  to  constitute a contract of employment  between  an
     Employee and the Employer or a Participant and the Employer,
     nor  shall any provision restrict the right of the  Employer
     to  discharge  an Employee or Participant, or  restrict  the
     right of an Employee or Participant to terminate employment.

11.  AMENDMENT,  TERMINATION,  ADMINISTRATION,  CONSTRUCTION  AND
     SUCCESSORS
     
     11.01      Amendment.   The Board of Directors of  BellSouth
          Corporation, or its delegate, shall have the  right  it
          its  sole discretion, to amend the Plan in whole or  in
          part  at  any time and from time to time.  In addition,
          the  Plan  Administrator shall have the right,  in  its
          sole discretion, to amend the Plan at any time and from
          time  to  time so long as such amendment is  not  of  a
          material  nature.   Notwithstanding the  foregoing,  no
          modification or amendment shall be effective so  as  to
          decrease  any  benefits  of a  Participant  unless  the
          Participant consents in writing to such modification or
          amendment.  Written notice of any material modification
          or   amendment   shall  be  given  promptly   to   each
          Participant.
     
     11.02      Termination.  The Board of Directors of BellSouth
          Corporation may terminate the Plan without the  consent
          of  the  Participants or Employees.  Provided, however,
          in  the  event  of  a termination of the  Plan  by  the
          Employer,  the  Participants  will  have  those  rights
          specified in Section 8.02e of the Plan.
     
     11.03      Interpretation.   As  to the  provisions  of  the
          Assignment, the Agreement and the Plan, the  provisions
          of  the  Assignment  shall  control.   As  between  the
          Agreement and the Plan, the provisions of the Agreement
          shall control.
     
     11.04     Successors.  The terms and conditions of this Plan
          shall  enure  to the benefit of and bind the  Employer,
          the   Participant,  their  successors,  assignees,  and
          representatives.  If, subsequent to the Effective  Date
          of  the  Plan, substantially all of the stock or assets
          of  the Employer are acquired by another corporation or
          entity   or  if  the  Employer  is  merged   into,   or
          consolidated with, another corporation or entity,  then
          the  obligations created hereunder shall be obligations
          of the acquirer or successor corporation or entity.

12.  PLAN ADMINISTRATION

          12.01       Individual  Administrator.   If  the   Plan
          Administrator is an individual, he shall act and record
          his   actions   in  writing.   Any  matter   concerning
          specifically  such individual's own benefit  or  rights
          hereunder shall be determined by the Board of Directors
          of BellSouth Corporation or its delegate.

          12.02       Administrative  Committee.   If  the   Plan
          Administrator is a committee, or if any of  the  duties
          or  responsibilities  of  the  Plan  Administrator  are
          vested in a committee, action of the Plan Administrator
          may  be  taken  with or without a meeting of  committee
          members; provided, action shall be taken only upon  the
          vote  or other affirmative expression of a majority  of
          the committee members qualified to vote with respect to
          such  action.   If  a  member of  the  committee  is  a
          Participant,  he shall not participate in any  decision
          which  solely affects his own benefit under  the  Plan.
          For  purposes  of  administering  the  Plan,  the  Plan
          Administrator shall choose a secretary who  shall  keep
          minutes  of the committee's proceedings and all records
          and  documents pertaining to the administration of  the
          Plan.   The  secretary may execute any  certificate  or
          other   written  direction  on  behalf  of   the   Plan
          Administrator.

          12.03      Rights and Duties of the Plan Administrator.
          The  Plan  Administrator shall administer the Plan  and
          shall  have  all  powers necessary to  accomplish  that
          purpose, including (but not limited to) the following:

                a.    to  construe, interpret and administer  the
          Plan;
                     b.    to make determinations required by the
               Plan,    and   to   maintain   records   regarding
               Participants' benefits hereunder;
                     c.    to compute and certify the amount  and
               kinds of benefits payable to Participants, and  to
               determine  the  time  and  manner  in  which  such
               benefits are to be paid;
                     d.   to authorize all disbursements pursuant
               to the Plan;
                    e.   to maintain all the necessary records of
               the administration of the Plan;
                     f.    to  make  and publish such  rules  and
               procedures for the regulation of the Plan  as  are
               not inconsistent with the terms hereof;
                     g.    to  designate to other individuals  or
               entities from time to time the performance of  any
               of its duties or responsibilities hereunder; and
                     h.   to hire agents, accountants, actuaries,
               consultants  and  legal  counsel  to   assist   in
               operating ad administering the Plan.

                The  Plan  Administrator shall have the exclusive
          right to construe and interpret the Plan, to decide all
          questions  of eligibility for benefits and to determine
          the  amount  of  benefits, and its  decisions  on  such
          matters shall be final and conclusive on all parties.

          12.04      Bond;  Compensation.  The Plan Administrator
          and  (if  applicable) its members shall serve  as  such
          without  bond  and  without compensation  for  services
          hereunder.

13.  CLAIMS PROCEDURE
     
     13.01     Named Fiduciary.  The Plan Administrator is hereby
          designated as the named fiduciary under this Plan.
     
     13.02      Claims  Procedures.   Any  controversy  or  claim
          arising out of or relating to this Plan shall be  filed
          with  the  Plan  Administrator  which  shall  make  all
          determinations concerning such claim.  Any decision  by
          the  Plan Administrator denying such claim shall be  in
          writing  and  shall  be delivered  to  all  parties  in
          interest  in  accordance with the notice provisions  of
          Section 9.02 hereof.  Such decision shall set forth the
          reasons   for  denial  in  plain  language.   Pertinent
          provisions  of  the  Plan shall  be  cited  and,  where
          appropriate, an explanation as to how the Employee  can
          perfect  the  claim will be provided.  This  notice  of
          denial  of benefits will be provided within 90 days  of
          the  Plan  Administrator's receipt  of  the  Employee's
          claim for benefits.  If the Plan Administrator fails to
          notify  the  Employee  of  its decision  regarding  the
          claim,  the claim shall be considered denied,  and  the
          Employee  shall then be permitted to proceed  with  the
          appeal as provided in this Section.
     
          An Employee who has been completely or partially denied
          a  benefit  shall be entitled to appeal this denial  of
          his/her  claim by filing a written statement of his/her
          position  with  the Plan Administrator  no  later  than
          sixty   (60)   days  after  receipt  of   the   written
          notification   of   such  claim   denial.    The   Plan
          Administrator shall schedule an opportunity for a  full
          and fair review of the issue within thirty (30) days of
          receipt  of  the appeal.  The decision on review  shall
          set  forth specific reasons for the decision, and shall
          cite   specific   references  to  the  pertinent   Plan
          provisions on which the decision is based.
     
          Following  the  review  of any  additional  information
          submitted  by the Employee, either through the  hearing
          process  or  otherwise,  the Plan  Administrator  shall
          render a decision on the review of the denied claim  in
          the following manner:
          
          a.   The  Plan  Administrator shall make  its  decision
               regarding the merits of the denied claim within 60
               days  following receipt of the request for  review
               (or  within 120 days after such receipt, in a case
               where  there  are special circumstances  requiring
               extension  of  time  for  reviewing  the  appealed
               claim).  The Plan Administrator shall deliver  the
               decision  to  the  claimant  in  writing.   If  an
               extension of time for reviewing the appealed claim
               is  required  because  of  special  circumstances,
               written notice of the extension shall be furnished
               to  the Employee prior to the commencement of  the
               extension.   If  the decision  on  review  is  not
               furnished  within the prescribed time,  the  claim
               shall be deemed denied on review.

               b.   The decision on review shall set forth
               specific reasons for the decision, and shall cite
               specific references to the pertinent Plan
               provisions on which the decision is based.


                           Exhibit "A"
           BellSouth Split-Dollar Life Insurance Plan
                            Agreement
This  Agreement is made effective as of January 1, 1998,  by  and
between    the   Employer   and   _______________________    (the
"Participant").
WHEREAS,  the Employer and the Participant executed an  agreement
(the   "Prior   Agreement")  under  the  [BellSouth   Corporation
Executive  Life  Insurance  Plan] [BellSouth  Corporation  Senior
Manager Life Insurance Plan] (the "Prior Plan"); and
WHEREAS,  the  Prior Plan has been amended and  restated  as  the
BellSouth Split-Dollar Life Insurance Plan (the "Plan"); and
WHEREAS,  in exchange for coverage under the Plan as amended  and
restated, the Participant consents and agrees to the terms of the
Plan, as amended and restated;
NOW, THEREFORE, in consideration of the promises contained herein
and  for  other good and valuable consideration, the receipt  and
sufficiency  of which are hereby acknowledged, the  Employer  and
the Participant hereby mutually covenant and agree as follows:

1.   This Agreement shall constitute an amendment and restatement
     of the Prior Agreement and, as of the effective date of this
     Agreement,  the  Prior  Plan and Prior  Agreement  shall  be
     terminated and replaced by the Plan and this Agreement.

2.   The  Policy  subject  to  this Agreement  is  Policy  number
     ______________,  issued  by Pacific Life  Insurance  Company
     (the  "Replacement  Policy"), which  replaces  the  Replaced
     Policy.   As  of  the effective date of this  Agreement,  no
     further  benefits  will be provided to  the  Participant  or
     Employer under the Replaced Policy, and such Policy will  be
     canceled.

3.   The Replaced Policy Cash Value shall be transferred directly
     to  the Replacement Policy as of the effective date of  this
     Agreement.

4.   The  Coverage Amount shall be $ __________ of [Single  Life]
     [Survivorship] Coverage.

5.   The  Premium  Payment  Years shall  be  _______  consecutive
     Policy Years.

6.   For  each Policy Year beginning after 1998, the total Policy
     premium for each year which is a Premium Payment Year  shall
     be  $__________, and the Employer Premium shall  equal  such
     total  Policy  premium  reduced by the  Participant  Premium
     payable by the Participant for such Policy Year.

7.   The  Policy  Owner for the Replacement Policy shall  be  the
     same as the Policy Owner for the Replaced Policy.

8.   The  Participant  agrees  to  pay  the  Participant  Premium
     contribution  as  specified in the  Plan,  and  consents  to
     paying  such amount to the Employer through regular  payroll
     (or retirement income) deductions.

9.   The  Participant has read and understands the provisions  of
     the  Plan,  and agrees that all of the terms and  conditions
     specified  in the Plan are hereby incorporated by  reference
     herein and form a part of this Agreement.

10.  Subject  to the terms of the Plan, this Agreement shall  not
     be  amended or modified without the written consent  of  the
     Participant and the Employer.

11.  This Agreement shall be governed by the laws of the State of
     Georgia.


Date                       For the Employer
                           
                           
                           
Date                       Signature of Participant
                           
                           
                           
                           
                           Address of Participant


                           Exhibit "B"
           BellSouth Split-Dollar Life Insurance Plan
                           Assignment


This Assignment is made by the undersigned Policy Owner effective
January 1, 1998.

Definitions:


                   
Assignee:          BellSouth Corporation
                   
Participant:       
                   
Policy Owner:      
                   
Insured(s):        
                   
                   
                   
Insurer:           Pacific Life Insurance Company
                   
Policy:            Policy #                                issued
                   by the Insurer.
                   
Replaced Policy:   Policy #                                issued
                   by the Insurer.
                   
Split-Dollar Life  That   certain   Agreement  executed   to   be
Insurance Plan     effective on
Agreement          January  1, 1998, between the Participant  and
(the               the Assignee.
"Agreement"):
                   
Coverage Amount:   That  portion  of  the death benefit  coverage
                   under      the      Policy      equal       to
                   $___________________.
                   
                   
Recitals:

1.   The  benefits provided to the Policy Owner under the  Policy
     replace those previously provided under the Replaced Policy.

2.   Under  the Agreement, the Assignee has agreed to assist  the
     Policy Owner in the payment of premiums on the Policy issued
     by the Insurer.
3.   In  consideration of such premium payments by the  Assignee,
     the  undersigned Policy Owner intends to grant the  Assignee
     certain limited interests in the Policy.
THEREFORE, for value received, it is agreed:
1.   Assignment.     The Policy Owner hereby assigns,  transfers,
     and  sets  over to the Assignee, its successors and assigns,
     the  following specific rights in the Policy and subject  to
     the following terms and conditions:
     
     a.   the  sole  right to make withdrawals or borrow  against
          the  cash  value of the Policy, as provided in Sections
          8.02a, 8.02d, 8.02e and 8.03 of the Plan;
     
     b.   the right to receive from the Insurer upon the death of
          the Insured(s) the proceeds of the Policy in excess  of
          the Coverage Amount;
     
     c.   the  sole  right to surrender all or a portion  of  the
          Policy  and  receive the surrender  value  thereof,  as
          provided  in Sections 8.02a, 8.02d, 8.02e and  8.03  of
          the Plan.

2.   Retained Rights.  Except as expressly provided in Section 1,
     the  Policy  Owner  retains  all  rights  under  the  Policy
     including but not limited to:
     
     a.   the right to designate and change the beneficiary; and
     
     b.   the  right  to  elect any optional mode  of  settlement
          permitted by the Policy or Insurer, subject only to the
          Assignee's right in Section 1.(b).

3.   Authorization.   For  purposes of  Sections  1  and  2,  the
     signature  of either the Assignee or the Policy Owner  shall
     be  sufficient.   Both  the Assignee and  the  Policy  Owner
     acknowledge that between themselves, they are bound  by  the
     limitations  of  this Assignment and that the  Insurer  will
     recognize the signature of either.

4.   Insurer.  The Insurer is hereby authorized to recognize, and
     is fully protected in recognizing the claims of the Assignee
     to  rights hereunder, without investigating the reasons  for
     such  action by the Assignee, or the validity or the  amount
     of  such  claims, nor giving notice to the Policy  Owner  of
     such  claims of rights or interest to exercise such  rights.
     Insurer reserves the right to require signatures of both the
     Assignee  and  the  Policy Owner  to  exercise  any  or  all
     ownership rights, as is their normal procedure.

5.   Death Proceeds.  The Insurer shall pay to the Assignee  that
     portion  of  the  death  benefit to which  it  is  entitled.
     Payment  by the Insurer of any or all of the death  proceeds
     to  the Assignee in reliance upon a signed authorization  by
     any  officer  of  the  Assignee as to  the  share  of  death
     proceeds due it shall be a full discharge of the Insurer for
     such share and shall be binding on all parties claiming  any
     interest in the Policy.

6.   Release  of  Assignment.  Upon payment to  the  Assignee  of
     those  amounts  due to it under the terms of the  Agreement,
     the  Assignee  shall  execute  a  written  release  of  this
     Assignment  to  the Insurer who may then  treat  the  Policy
     Owner  of  the  Policy  as the sole  Policy  Owner  for  all
     purposes.

7.   Assignment  Controls.  In the event of any conflict  between
     the  provisions  of  this Assignment and provisions  of  the
     Agreement with respect to the Policy or rights of collateral
     assignment therein, the provisions of this Assignment  shall
     prevail.

8.   Cancellation  of Replaced Policy.  The Policy  Owner  agrees
     that no further benefits will be provided under the Replaced
     Policy, and that benefits provided under the Policy  are  in
     lieu  of the benefits previously provided under the Replaced
     Policy.



IN   TESTIMONY  WHEREOF,  the  Policy  Owner  has  executed  this
Assignment to be effective January 1, 1998.
                                
                                
                                Signature of Policy Owner

                                
                                
                                
                                
                                Date





                          Plan Document



This  section  includes a general information  summary  (first  3
pages) and the plan document for the BellSouth Supplemental  Life
Insurance  Plan.   The plan document and the general  information
summary  together are intended to serve as both the full text  of
the  BellSouth  Supplemental Life Insurance Plan  as  well  as  a
summary plan description of such plan.


             General Information About The BellSouth
                Supplemental Life Insurance Plan



NAME OF PLAN

     BellSouth Supplemental Life Insurance Plan

NAME AND ADDRESS OF EMPLOYER

     Various  BellSouth  companies  participate  in  this   Plan.
     BellSouth Corporation's address is:

          1155 Peachtree Street, N.E.
          Atlanta, Georgia  30309

EMPLOYER IDENTIFICATION NUMBER

     58-1533433

PLAN NUMBER

     589

TYPE OF PLAN

     This  Plan  is  a welfare benefit plan in which participants
     are given the opportunity to receive life insurance coverage
     purchased  with  a  combination  of  employer  and  employee
     contributions.

TYPE OF ADMINISTRATION

     Benefits  are provided through insurance contracts purchased
     under  the  terms of the Plan.  The Plan is administered  by
     BellSouth Corporation.

CLAIMS PROCEDURE

     Claims for insurance benefits under the Plan are handled  by
     and should be directed to the Plan Administrator.

PLAN YEAR

     The  Plan  Year is the period beginning each January  1  and
     ending each December 31 during which the Plan is in effect.

END OF YEAR FOR FISCAL YEAR PURPOSES

     December 31.

NAME, BUSINESS ADDRESS AND TELEPHONE NUMBER OF
  PLAN ADMINISTRATOR

     BellSouth Corporation
     1155 Peachtree Street, N.E.
     Atlanta, Georgia 30309-3610
     Attn.:  Director Executive Benefits
     (404) 249-2228

SERVICE OF LEGAL PROCESS

     Service  of  legal  process  may  be  made  upon  the   Plan
     Administrator.

EFFECTIVE DATE

     The Effective Date of the Plan is January 1, 1998.

PARTICIPANT'S RIGHTS UNDER ERISA

     Participants in the Plan are entitled to certain rights  and
     protections  under the Employee Retirement  Income  Security
     Act  of  1974  ("ERISA").   ERISA provides  that  each  Plan
     participant may:

          (1)   Examine, without charge, all Plan documents,  and
          copies of all documents files by the Plan with the U.S.
          Department  of  Labor, such as detailed annual  reports
          and Plan descriptions, if applicable.

          (2)  Obtain copies of all Plan documents and other Plan
          information   upon   written  request   to   the   Plan
          Administrator.  The Administrator may make a reasonable
          charge for copies;

          (3)   Receive a summary of the Plan's annual  financial
          report.  The Plan Administrator is required by  law  to
          furnish  each  participant with a copy of this  summary
          annual report;

     You  should  also  be  aware  of the  following  protections
     afforded by ERISA:

          (1)    The   people  who  operate  the   Plan,   called
          "fiduciaries," must act prudently and in  the  interest
          of you and other Plan participants and beneficiaries.

          (2)   No  one  may interfere with the exercise  of  any
          rights which you have under the Plan or ERISA.

          (3)  If your claim for a benefit is denied in whole  or
          in  part, you must receive a written explanation of the
          reason for denial.

          (4)   You have the right to have the Plan Administrator
          review and reconsider your claim.

     Under  ERISA,  there are steps you can take to  enforce  the
     above rights.  If you request materials from the Plan and do
     not receive them within 30 days, you may choose to file suit
     in  a  federal  court.   If the court  finds  that  you  are
     entitled to receive those materials, it may require the Plan
     Administrator to provide the materials and pay you  a  daily
     penalty  until you receive them.  However, if the  documents
     were  not sent because of reasons beyond the control of  the
     Plan Administrator, he will not be penalized.  If you have a
     claim  for benefits which is denied or ignored, in whole  or
     in  part, you may choose to file suit in a state or  federal
     court.  If it should happen that Plan fiduciaries misuse the
     Plan's  money,  or  if  you  are discriminated  against  for
     asserting your rights, you may seek assistance from  the  U.
     S.  Department of Labor, or you may file suit in  a  federal
     court.  The court will decide who should pay court costs and
     legal  fees.  If you lose, the court may order  you  to  pay
     these  costs and fees, if, for example, it finds your  claim
     frivolous.

     If you have any questions about this statement or about your
     rights  under  ERISA, you should contact  the  nearest  Area
     Office   of   the   U.S.   Labor   -   Management   Services
     Administration Department of Labor.


BellSouth Supplemental Life Insurance Plan


1.   PURPOSE

     The  purpose  of  the BellSouth Supplemental Life  Insurance
     Plan  (the  "Plan")  is to provide an insurance  arrangement
     under  which BellSouth Corporation and its subsidiaries  and
     affiliates  can  assist  key  employees  in  acquiring   and
     financing life insurance coverage.

2.   DEFINITIONS

     For  purposes  of this Plan, the following  terms  have  the
     meanings set forth below:
     
     2.01 "Coverage  Amount"  means  the  Policy  death   benefit
          payable under the Participant's Policy.
     
     2.02 "Coverage   Level"  means  the  Single  Life   Coverage
          insurance  death benefit the Employee is  eligible  for
          under the Plan, determined based on the Employee's  job
          classification,  in  accordance with  the  schedule  of
          Coverage  Levels maintained by the Plan  Administrator.
          Provided,  however,  that to determine  the  amount  of
          insurance  death  benefit  for  which  an  Employee  is
          eligible,  the applicable amount from the  schedule  of
          Coverage Levels shall be reduced by one hundred percent
          (100%)  of  the  amount  of any  Single  Life  Coverage
          insurance death benefit and by fifty percent  (50%)  of
          the amount of any Survivorship Coverage insurance death
          benefit  provided to the Employee under  the  BellSouth
          Split-Dollar   Life  Insurance  Plan,   the   BellSouth
          Corporation  Executive  Life  Insurance  Plan,  or  the
          BellSouth  Corporation  Senior Manager  Life  Insurance
          Plan.
     
     2.03 "Disability"  means that the Participant  is  receiving
          disability benefits under any long-term disability plan
          sponsored by the Employer or an affiliated entity.
     
     2.04 "Effective Date" means the effective date of the  Plan,
          which is January 1, 1998.
     
     2.05 "Employee" means an employee or former employee of  the
          Employer who is eligible to participate in the Plan.
     
     2.06 "Employer"   means   BellSouth  Corporation   and   any
          subsidiary or affiliate of BellSouth Corporation  which
          is  authorized by the Plan Administrator to participate
          in this Plan.
     
     2.07 "Employer   Premium"   means,   with   respect   to   a
          Participant's Policy, the Total Policy Premium  payable
          for  the  year, less the portion of the premium  to  be
          paid by the Participant pursuant to Section 5.01 of the
          Plan.
     
     2.08 "Enrollment  Age" means the Participant's  age  at  the
          time  of enrollment in the Plan as to the Participant's
          initial  Coverage Amount under the Plan, and  it  means
          the Participant's age at a subsequent enrollment for an
          increased Coverage Amount as to the increased  Coverage
          Amount.
     
     2.09 "Insurance  Cost" means, with respect to a Participant,
          the  annual cost for the Participant's Coverage  Amount
          determined  pursuant  to  the Insurance  Cost  schedule
          maintained  by  the Plan Administrator.  The  Insurance
          Cost  for a Participant shall be determined at the time
          of  the Participant's enrollment in the Plan, based  on
          the  Participant's Coverage Amount and Enrollment  Age,
          and  shall not change thereafter.  A smoker rate  shall
          be  used  to  determine  the  Insurance  Cost  for  any
          Participant  who is deemed a smoker by the  Insurer;  a
          nonsmoker   rate   shall  be   used   for   all   other
          Participants.  A change in the Insurance Cost  schedule
          will be effective only as to Plan enrollments occurring
          after  the  effective date of the change; it shall  not
          affect  the  Insurance  Cost  for  a  Participant  with
          respect  to  any  Coverage Amount  in  effect  for  the
          Participant prior to the effective date of the change.
          If  a  Participant's coverage is in effect for a period
          of less than twelve (12) months during any Policy Year,
          the Participant's Insurance Cost for that year shall be
          determined by multiplying the annual cost as determined
          from  the  Insurance Cost schedule by a  fraction,  the
          numerator  of which is the number of full  months  that
          the  coverage is in effect and the denominator of which
          is twelve (12).
     
     2.10 "Insurer"   means,  with  respect  to  a  Participant's
          Policy,  the  insurance company issuing  the  insurance
          policy on the Participant's life (or on the joint lives
          of the Participant and the Participant's spouse, in the
          case   of  a  Survivorship  Policy)  pursuant  to   the
          provisions of the Plan.
     
     2.11 "Participant" means an Employee who is participating in
          the Plan.
     
     2.12 "Participant  Premium"  means,  with  respect  to  each
          Policy Year (or portion thereof) for a Participant, the
          Participant's Insurance Cost.
     
     2.13 "Permanent Policy" means a Participant's Policy  having
          cash  values  which are projected to be  sufficient  to
          continue  to  provide death benefit coverage  at  least
          equal  to  the Participant's Coverage Amount until  the
          policy  maturity  date specified in  the  Participant's
          Policy  (determined without regard to any Policy  rider
          which  extends the maturity date beyond the  originally
          scheduled policy maturity date), and which is projected
          to  have  a cash accumulation value equal to  at  least
          ninety-five percent (95%) of the Policy Coverage Amount
          at  the maturity date specified in such Policy, with no
          further premium payments.  The determination of whether
          a Policy is at a given time a Permanent Policy shall be
          made   by  the  Plan  Administrator,  based  on  Policy
          projections  provided  by  the  Insurer  or  its  agent
          utilizing the Policy's then current mortality rates and
          Policy  expenses,  and  the following  Policy  interest
          crediting  rates.   For the Policy Year  in  which  the
          determination  is made and for all prior Policy  years,
          if  any,  the Policy projection shall be based  on  the
          actual  interest  crediting rates  in  effect  for  the
          Policy  (or,  if  such  rate  is  not  known  when  the
          determination  is made, the actual rate in  effect  for
          the  preceding Policy Year).  For each of the ten  (10)
          succeeding Policy Years, the projections shall  reflect
          that rate decreased ratably such that the rate for  the
          tenth  Policy Year following the Policy Year  in  which
          the  determination is made shall be five percent  (5%).
          For  all successive Policy Years, the projection  shall
          reflect  a  five percent (5%) Policy interest crediting
          rate.   Notwithstanding the foregoing, if the  interest
          crediting rate in effect for the Policy Year  in  which
          the  determination  is made is less than  five  percent
          (5%), the projections shall reflect such lower rate for
          all Policy Years thereafter.
     
     2.14 "Plan"  means the BellSouth Supplemental Life Insurance
          Plan, embodied herein.
     
     2.15 "Plan  Administrator" means the Chief Executive Officer
          of   BellSouth   Corporation  and  any  individual   or
          committee  he  designates to act  on  his  behalf  with
          respect   to   any   or  all  of  his  responsibilities
          hereunder;   provided,  the  Board  of   Directors   of
          BellSouth Corporation may designate any other person or
          committee  to  serve  in lieu of  the  Chief  Executive
          Officer as the Plan Administrator with respect  to  any
          or   all   of   the   administrative   responsibilities
          hereunder.
     
     2.16 "Policy" means the life insurance coverage acquired  on
          the  life of the Participant (or on the joint lives  of
          the  Participant and the Participant's spouse,  in  the
          case  of  a Survivorship Policy) by the Participant  or
          other Policy Owner issued pursuant to the terms of this
          Plan.   The  Plan  Administrator  shall  determine  the
          specific policies which may be acquired under the Plan,
          and shall maintain a list of approved policies.
     
     2.17 "Policy Owner" means the Participant or that person  or
          entity  to  whom  the  Participant  has  assigned   his
          interest in the Policy.
     
     2.18 "Policy  Year" means the twelve month period (and  each
          successive twelve month period) beginning on the  issue
          date of the Policy.
     
     2.19 "Premium  Payment  Years"  means,  with  respect  to  a
          Participant's Policy, the number of consecutive  Policy
          Years,  beginning  with  the  first  Policy  Year,  and
          continuing  for  the longer of: (1)  all  Policy  Years
          ending  at the end of the Policy Year during which  the
          Participant  attains age sixty-two  (62)  (or,  if  the
          Participant  dies  before such time,  the  end  of  the
          Policy  Year  during which the Participant  would  have
          attained  such  age);  or (2) five  (5)  Policy  Years.
          Notwithstanding the foregoing, if prior to the  end  of
          such period the Policy qualifies as a Permanent Policy,
          the  Premium  Payment Years shall end at  such  earlier
          time.
     
     2.20 "Retirement"  means a termination of the  Participant's
          employment with the Employer under circumstances  where
          the  Participant  is  immediately eligible  to  receive
          pension   benefits  under  the  Supplemental  Executive
          Retirement  Plan (SERP) maintained by the  Employer  or
          one of its subsidiaries.
     
     2.21 "Single Life Coverage" means life insurance coverage on
          the life of the Participant.
     
     2.22 "Survivorship  Coverage" means life insurance  coverage
          on  the  lives of the Participant and the Participant's
          spouse,  with  the life insurance death benefit  to  be
          payable  at  the  death  of the last  survivor  of  the
          Participant and the Participant's spouse.
     
     2.23 "Total  Policy Premium" means the level annual  premium
          amount  for  the  Participant's  Single  Life  Coverage
          Policy  that  is  projected to  result  in  the  Policy
          qualifying as a Permanent Policy if the annual  premium
          amount  is  paid  each year for all  scheduled  Premium
          Payment  Years, assuming the Participant qualifies  for
          the  Insurer's guaranteed issue nonsmoker rates, or  if
          the  Participant  is  deemed by the  Insurer  to  be  a
          smoker,  the  Insurer's guaranteed issue smoker  rates.
          The  determination as to the amount of the Total Policy
          Premium shall be based on Single Life Coverage even  if
          the  Participant elects Survivorship Coverage.  If more
          than  one  type  of  Single  Life  Coverage  Policy  is
          available under the Plan, the Plan Administrator  shall
          determine the Single Life Coverage Policy to be used to
          determine  the Total Policy Premium.  The Total  Policy
          Premium for a Participant shall be determined when  the
          Participant  enrolls for coverage under the  Plan,  and
          shall  not be changed thereafter; it shall be based  on
          the  Participant's Coverage Level,  or,  if  less,  the
          actual Coverage Amount elected by the Participant.

3.   ELIGIBILITY
     
     3.01 General.   Each Employee who is designated by the  Plan
          Administrator as a member of the Employer's  "executive
          compensation group" or as a "senior manager"  shall  be
          eligible to participate in the Plan, provided that  the
          Employee (and any other appropriate party, such as  the
          Employee's  spouse  or a Policy Owner  other  than  the
          Employee,  as  determined  by the  Plan  Administrator)
          relinquishes any rights to or interests in any policies
          providing interim coverage during the rehabilitation of
          Confederation   Life  Insurance   Company   under   the
          BellSouth Corporation Executive Life Insurance Plan  or
          the BellSouth Corporation Senior Manager Life Insurance
          Plan  and  completes  such  other  forms  as  the  Plan
          Administrator may require.  Each such Employee  on  the
          Effective Date shall be eligible to participate in  the
          Plan   as   of  the  Effective  Date.   Each   Employee
          subsequently  satisfying such eligibility  requirements
          shall  be eligible to participate in the Plan effective
          as  of  the  first day of the calendar  quarter  (i.e.,
          January  1,  April 1, July 1, and October 1)  following
          the date on which such standards are satisfied.
     
     3.02 Type  of  Coverage.  If an Employee is married  at  the
          time the Employee enrolls in the Plan, the Employee can
          elect to participate in either Single Life Coverage  or
          Survivorship Coverage.  An Employee who is unmarried at
          the  time  the  Employee enrolls in the Plan  shall  be
          eligible  for Single Life Coverage only.  The  election
          of   one  type  of  coverage  shall  not  preclude  the
          Participant from electing the other type of coverage as
          to any increased Coverage Level the Participant becomes
          eligible for pursuant to Section 4.02 of the Plan.
     
     3.03 Conversion  of  Coverage.   Subject  to  any  proof  of
          insurability required by the Insurer, a Participant (or
          other  Policy  Owner) can elect to convert Survivorship
          Coverage to Single Life Coverage, and with respect to a
          married  Participant, the Participant (or other  Policy
          Owner)  can  elect to convert Single Life  Coverage  to
          Survivorship  Coverage.  Provided,  however,  that  the
          number of Premium Payment Years for a Participant shall
          not  be  redetermined in connection with  a  conversion
          from   one  type  of  coverage  to  another.   Upon   a
          conversion,  the  cash values of  the  replaced  Policy
          shall  be  transferred to the new Policy in  accordance
          with  the Insurer's practices.  Any Insurer charges  or
          tax  liability  resulting from a  conversion  shall  be
          borne by the Participant or other Policy Owner.

4.   AMOUNT OF COVERAGE
     
     4.01 General.  An Employee who is eligible to participate in
          the  Plan  under  Section 3.01 of  the  Plan  shall  be
          eligible  for  the full Coverage Level as specified  in
          the  Plan  under Section 2.02.  However,  within  sixty
          (60)  days  of  becoming  eligible  to  participate,  a
          Participant can elect a Coverage Amount which  is  less
          than  the applicable Coverage Level; provided, however,
          that  the  Coverage  Amount elected  must  be  an  even
          multiple  of  $100,000.   If  a  Participant  elects  a
          Coverage  Amount  less than the Participant's  Coverage
          Level (or fails to elect any Coverage), the Participant
          cannot  later  increase the Coverage Amount  except  in
          connection with a promotion under Section 4.02  of  the
          Plan.
     
     4.02 Promotions.  Employees promoted to a job classification
          or  position  eligible for an increased Coverage  Level
          shall  be  eligible  for the increased  Coverage  Level
          effective  as of the first day of the calendar  quarter
          (i.e.,  January  1,  April 1, July 1,  and  October  1)
          following  the  promotion.   The  additional   Coverage
          Amount  available to the Participant under this Section
          shall  be equal to the applicable Coverage Level  after
          the  promotion reduced by any Coverage Amounts  already
          in effect for a Participant.  In order to be effective,
          any  election  for an increase in the  Coverage  Amount
          must  be made within the time period prescribed by  the
          Plan Administrator in enrollment materials provided  to
          the Employee.
     
     4.03 Survivorship   Coverage.   If  a   Participant   elects
          Survivorship   Coverage,  the  amount  of  Survivorship
          Coverage  will  be determined by the Plan Administrator
          based  on the Participant's age and smoker or nonsmoker
          status,  the  age and insurability of the Participant's
          spouse,  and  based on the Participant's  Total  Policy
          Premium.   The  Coverage Amount shall  be  the  highest
          amount such that the Policy will qualify as a Permanent
          Policy  if  the Total Policy Premium is paid  for  each
          year that is a scheduled Premium Payment Year.

5.   PAYMENT OF PREMIUMS
     
     5.01 Participant Premium Payments.  A Participant shall  pay
          the Participant Premium for each Policy Year which is a
          Premium  Payment Year for the Participant.  The  amount
          shall  be  paid by the Participant to the  Employer  by
          payroll  (or  retirement income)  deductions  of  equal
          installments during the Policy Year, or in  such  other
          manner  as may be determined by the Plan Administrator.
          The  Employer shall pay the Participant Premium  amount
          to  the  Insurer, and can do so as collected  from  the
          Participant or can advance payments to the Insurer  for
          a  Policy Year at any time during the Policy Year or up
          to  thirty (30) days in advance of the Policy Year.  If
          a  Participant terminates employment with the Employer,
          and  the  Employer has made such an advance payment  of
          the  Participant Premium to the Insurer,  the  Employer
          may  withhold  any uncollected portion of the  advanced
          Participant  Premium  from any amount  payable  to  the
          Participant by the Employer to the extent permitted  by
          law.   Notwithstanding  the other  provisions  of  this
          paragraph,  no  Participant Premium shall  be  required
          with  respect to Survivorship Coverage after the  death
          of the Participant.
     
     5.02 Employer Premium Payments.  The Employer shall pay  the
          Employer  Premium  for  a Participant's  Policy  within
          thirty  (30) days of the beginning of each Policy  Year
          which is a Premium Payment Year.
     
     5.03 Additional Employer Premium Payments.  For each of  the
          last  three (3) scheduled Premium Payment Years  for  a
          Participant,  the  Plan Administrator  shall  determine
          whether  there  will be any increased Employer  premium
          payment  with respect to a Participant's  Policy.   The
          Plan  Administrator shall first determine  whether  the
          Participant's Policy is then projected to qualify as  a
          Permanent  Policy if the Total Policy Premium  is  paid
          each  year for the remaining scheduled Premium  Payment
          Years.   If  the Policy is projected to  qualify  as  a
          Permanent Policy, no increased Employer Premium payment
          shall  be  required for such Premium Payment Year.   If
          the  projections  indicate that  the  Policy  will  not
          qualify  as a Permanent Policy, then the amount payable
          by  the  Employer under Section 5.02 shall be increased
          by an amount which will result in the Policy qualifying
          as  a Permanent Policy if such increased amount is paid
          for  each remaining Premium Payment Year, but any  such
          increase  in Employer Premium shall be limited  by  the
          maximum  premium  amounts permissible for  such  Policy
          under Internal Revenue Code Sections 7702 and 7702A (or
          comparable  successor sections) without forfeiting  any
          of  the  favorable tax attributes associated with  life
          insurance  policies.  The determination as  to  whether
          any   increased  amount  is  payable  shall   be   made
          separately  for  each  of the last  three  (3)  Premium
          Payment  Years.  However, the Employer Premium  payable
          under  Section 5.02 shall not be reduced to  an  amount
          that  is  less  than the amount which would  have  been
          payable  by  the  Employer for a Premium  Payment  Year
          without regard to this Section 5.03.  Regardless of the
          type  of  coverage actually provided to a  Participant,
          and notwithstanding any changes in the type of coverage
          provided  to  the Participant under Section  3.03,  the
          increased  Employer Premium payable under this  Section
          5.03  shall be the amount that would be payable if  the
          Participant  had  elected  Single  Life  Coverage   and
          maintained such coverage for all Policy Years; also, if
          more  than  one type of Single Life Coverage Policy  is
          available  under  the  Plan, the Single  Life  Coverage
          Policy  used  to determine Total Policy  Premium  under
          Section  2.23  shall be used to make the  determination
          under  this Section 5.03.  In the event tax law  limits
          preclude  the Employer from qualifying a  Policy  as  a
          Permanent  Policy  by  the end of  the  last  scheduled
          Premium Payment Year, then the Employer's obligation to
          pay  premiums  under Section 5.02 and  5.03  (and  make
          additional Employer payments under Section 5.04)  shall
          be  extended until projections indicate that the Policy
          qualifies as a Permanent Policy.
     
     5.04 Additional Employer Payments.
     
               a.    If  the payment of an Employer Premium under
               Section  5.02  (or  any  increased  amount   under
               Section 5.03) results in the recognition of income
               for  tax purposes by the Participant in any  year,
               the  Employer  shall  pay to  the  Participant  an
               amount determined by the Plan Administrator  which
               is  designed  to approximate (1) the  sum  of  the
               total   federal   and  state  income   taxes   and
               applicable payroll taxes which would be payable by
               the  Participant  at  the  highest  marginal  rate
               provided  for under applicable federal income  tax
               laws,  and  at the highest marginal rate  provided
               for under applicable state income tax laws for the
               state  of the Participant's tax domicile,  on  the
               income  so recognized, plus (2) the total  federal
               and  state  income  taxes and  applicable  payroll
               taxes which would be payable by the Participant on
               the payment described in clause (1).
     
               b.    If the payment of any Employer Premium under
               Section  5.02  (or  any  increased  amount   under
               Section  5.03) on Survivorship Coverage after  the
               death  of  the Employee results in the recognition
               of  income  for  tax purposes by the Participant's
               spouse  or other Policy Owner, the Employer  shall
               pay  to  the Participant's spouse or other  Policy
               Owner   an   amount   determined   by   the   Plan
               Administrator which is designed to approximate the
               total  federal and state income taxes which  would
               be  payable by the Participant's spouse  or  other
               Policy Owner at the highest marginal rate provided
               for  under applicable federal income tax laws, and
               at  the  highest marginal rate provided for  under
               applicable state income tax laws for the state  of
               the  tax  domicile of the Participant's spouse  or
               other  Policy Owner, attributable to such  premium
               payment.
     
               c.    For  purposes of this Section  5.04,  a  tax
               shall  be deemed payable or income shall be deemed
               recognized  if either (i) it is finally determined
               by  the  Internal  Revenue  Service,  or  (ii)  an
               opinion  is given by the Employer's counsel,  that
               the tax is payable.
     
               d.    Any  payment  made to  a  Participant  or  a
               Participant's spouse under this Section  shall  be
               made  no  later than April 1 of the year following
               the year to which the payment relates.
     
               e.    Any  amount  to be paid to a Participant,  a
               Participant's spouse, or other Policy Owner  under
               this  Section, and the amounts payable,  shall  be
               conclusively  determined by the Plan Administrator
               based  on generally applicable tax rates  and  not
               based  upon  the  unique  tax  situation  of  each
               Participant, Participant's spouse, or other Policy
               Owner.
     
     5.05 Termination    of   Obligation   to    Pay    Premiums.
          Notwithstanding  anything herein to the  contrary,  the
          Employer's  obligation to pay premiums  (including  any
          increased  amounts under Section 5.03) with respect  to
          the  Participant's  Policy, shall  terminate  upon  the
          first to occur of any of the following events:
          
          a.   Termination of employment of the Participant  with
               the  Employer prior to the Participant's death for
               reasons other than Retirement or Disability.
          
          b.   The   written  notice  by  the  Employer  to   the
               Participant following a resolution by the Board of
               Directors  of  BellSouth Corporation to  terminate
               this Plan.
          
          c.   As  to Single Life Coverage only, the death of the
               Participant.
          
          d.   As to Survivorship Coverage only, the death of the
               last   survivor   of  the  Participant   and   the
               Participant's spouse.
          
          e.   The surrender or cancellation of the Participant's
               Policy,   except  that  a  Policy  will   not   be
               considered   surrendered  or   canceled   if   the
               surrender  or  cancellation is in connection  with
               the  replacement of the Policy with another Policy
               pursuant to the provisions of the Plan.
          
          f.   The  withdrawal  of  any Policy  cash  values,  or
               borrowing against the Policy cash values,  by  the
               Participant or other Policy Owner.
          
          g.   The  reduction of the Participant's  Policy  death
               benefit  to a level that is less than the  initial
               Policy  Coverage Amount, except that a  conversion
               from Survivorship Coverage to Single Life Coverage
               shall  not  be  considered a reduction  in  Policy
               death benefit for the purpose of this Section.
          
          h.   The  determination by the Plan Administrator  that
               the Policy will qualify as a Permanent Policy with
               no further Employer Premium payments.

6.   POLICY OWNERSHIP
     
     6.01 Ownership.   The  Policy Owner shall be  the  sole  and
          exclusive owner of a Participant's Policy and shall  be
          entitled to exercise all of the rights of ownership.
     
     6.02 Possession  of  Policy.  The Policy  Owner  shall  keep
          possession of the Policy.

7.   GOVERNING LAWS & NOTICES
     
     7.01 Governing  Law.   This Plan shall be  governed  by  and
          construed in accordance with the laws of the  State  of
          Georgia.
     
     7.02 Notices.  All notices hereunder shall be in writing and
          sent  by  first class mail with postage  prepaid.   Any
          notice  to the Employer shall be addressed to BellSouth
          Corporation  at  its office at 1155  Peachtree  Street,
          N.E.,   Atlanta,   GA  30367-6000,  ATTENTION:    Human
          Resources - Director Executive Benefits.  Any notice to
          the  Employee shall be addressed to the Employee at the
          address  for the Employee maintained in the  Employer's
          records.   Any  party may change the address  for  such
          party  herein set forth by giving notice of such change
          to the other parties pursuant to this Section.

8.   NOT A CONTRACT OF EMPLOYMENT

     This  Plan  shall not be deemed to constitute a contract  of
     employment  between  an  Employee  and  the  Employer  or  a
     Participant  and  the  Employer,  nor  shall  any  provision
     restrict  the right of the Employer to discharge an Employee
     or  Participant,  or restrict the right of  an  Employee  or
     Participant to terminate employment.

9.   AMENDMENT,  TERMINATION,  ADMINISTRATION,  CONSTRUCTION  AND
     SUCCESSORS
     
     9.01 Amendment.    The  Board  of  Directors  of   BellSouth
          Corporation, or its delegate, shall have the  right  in
          its  sole discretion, to amend the Plan in whole or  in
          part  at  any time and from time to time.  In addition,
          the  Plan  Administrator shall have the right,  in  its
          sole discretion, to amend the Plan at any time and from
          time  to  time so long as such amendment is  not  of  a
          material  nature.   Notwithstanding the  foregoing,  no
          modification or amendment shall be effective so  as  to
          decrease  any  benefits  of a  Participant  unless  the
          Participant consents in writing to such modification or
          amendment.  Written notice of any material modification
          or   amendment   shall  be  given  promptly   to   each
          Participant.
     
     9.02 Termination.   The  Board  of  Directors  of  BellSouth
          Corporation may terminate the Plan without the  consent
          of the Participants or Employees.
     
     9.03 Successors.   The  terms and conditions  of  this  Plan
          shall  enure  to the benefit of and bind the  Employer,
          the   Participant,  their  successors,  assignees,  and
          representatives.  If, subsequent to the Effective  Date
          of  the  Plan, substantially all of the stock or assets
          of  the Employer are acquired by another corporation or
          entity   or  if  the  Employer  is  merged   into,   or
          consolidated with, another corporation or entity,  then
          the  obligations created hereunder shall be obligations
          of the acquirer or successor corporation or entity.

10.  PLAN ADMINISTRATION

          10.01       Individual  Administrator.   If  the   Plan
          Administrator is an individual, he shall act and record
          his   actions   in  writing.   Any  matter   concerning
          specifically  such individual's own benefit  or  rights
          hereunder shall be determined by the Board of Directors
          of BellSouth Corporation or its delegate.

          10.02       Administrative  Committee.   If  the   Plan
          Administrator is a committee, or if any of  the  duties
          or  responsibilities  of  the  Plan  Administrator  are
          vested in a committee, action of the Plan Administrator
          may  be  taken  with or without a meeting of  committee
          members; provided, action shall be taken only upon  the
          vote  or other affirmative expression of a majority  of
          the committee members qualified to vote with respect to
          such  action.   If  a  member of  the  committee  is  a
          Participant,  he  or she shall not participate  in  any
          decision  which solely affects his or her  own  benefit
          under  the  Plan.   For purposes of  administering  the
          Plan,  the  Plan Administrator shall choose a secretary
          who  shall  keep minutes of the committee's proceedings
          and   all  records  and  documents  pertaining  to  the
          administration of the Plan.  The secretary may  execute
          any certificate or other written direction on behalf of
          the Plan Administrator.

          10.03      Rights and Duties of the Plan Administrator.
          The  Plan  Administrator shall administer the Plan  and
          shall  have  all  powers necessary to  accomplish  that
          purpose, including (but not limited to) the following:

                a.    to  construe, interpret and administer  the
          Plan;
                     b.    to make determinations required by the
               Plan,    and   to   maintain   records   regarding
               Participants' benefits hereunder;
                     c.    to compute and certify the amount  and
               kinds of benefits payable to Participants, and  to
               determine  the  time  and  manner  in  which  such
               benefits are to be paid;
                     d.   to authorize all disbursements pursuant
               to the Plan;
                    e.   to maintain all the necessary records of
               the administration of the Plan;
                     f.    to  make  and publish such  rules  and
               procedures for the regulation of the Plan  as  are
               not inconsistent with the terms hereof;
                     g.    to  designate to other individuals  or
               entities from time to time the performance of  any
               of its duties or responsibilities hereunder; and
                     h.   to hire agents, accountants, actuaries,
               consultants  and  legal  counsel  to   assist   in
               operating and administering the Plan.

                The  Plan  Administrator shall have the exclusive
          right to construe and interpret the Plan, to decide all
          questions  of eligibility for benefits and to determine
          the  amount  of  benefits, and its  decisions  on  such
          matters shall be final and conclusive on all parties.

          10.04      Bond;  Compensation.  The Plan Administrator
          and  (if  applicable) its members shall serve  as  such
          without  bond  and  without compensation  for  services
          hereunder.

11.  CLAIMS PROCEDURE
     
     11.01     Named Fiduciary.  The Plan Administrator is hereby
          designated as the named fiduciary under this Plan.
     
     11.02      Claims  Procedures.   Any  controversy  or  claim
          arising out of or relating to this Plan shall be  filed
          with  the  Plan  Administrator  which  shall  make  all
          determinations concerning such claim.  Any decision  by
          the  Plan Administrator denying such claim shall be  in
          writing  and  shall  be delivered  to  all  parties  in
          interest  in  accordance with the notice provisions  of
          Section 7.02 hereof.  Such decision shall set forth the
          reasons   for  denial  in  plain  language.   Pertinent
          provisions  of  the  Plan shall  be  cited  and,  where
          appropriate, an explanation as to how the Employee  can
          perfect  the  claim will be provided.  This  notice  of
          denial  of benefits will be provided within 90 days  of
          the  Plan  Administrator's receipt  of  the  Employee's
          claim for benefits.  If the Plan Administrator fails to
          notify  the  Employee  of  its decision  regarding  the
          claim,  the claim shall be considered denied,  and  the
          Employee  shall then be permitted to proceed  with  the
          appeal as provided in this Section.
     
          An Employee who has been completely or partially denied
          a  benefit  shall be entitled to appeal this denial  of
          his/her  claim by filing a written statement of his/her
          position  with  the Plan Administrator  no  later  than
          sixty   (60)   days  after  receipt  of   the   written
          notification   of   such  claim   denial.    The   Plan
          Administrator shall schedule an opportunity for a  full
          and fair review of the issue within thirty (30) days of
          receipt  of  the appeal.  The decision on review  shall
          set  forth specific reasons for the decision, and shall
          cite   specific   references  to  the  pertinent   Plan
          provisions on which the decision is based.
     
          Following  the  review  of any  additional  information
          submitted  by the Employee, either through the  hearing
          process  or  otherwise,  the Plan  Administrator  shall
          render a decision on the review of the denied claim  in
          the following manner:
          
          a.   The  Plan  Administrator shall make  its  decision
               regarding  the merits of the denied  claim  within
               sixty  (60) days following receipt of the  request
               for review (or within 120 days after such receipt,
               in  a  case  where there are special circumstances
               requiring  extension  of time  for  reviewing  the
               appealed  claim).   The Plan  Administrator  shall
               deliver  the decision to the claimant in  writing.
               If an extension of time for reviewing the appealed
               claim    is    required   because    of    special
               circumstances,  written notice  of  the  extension
               shall  be furnished to the Employee prior  to  the
               commencement of the extension.  If the decision on
               review  is  not  furnished within  the  prescribed
               time, the claim shall be deemed denied on review.
          
          b.   The  decision  on review shall set forth  specific
               reasons  for the decision, and shall cite specific
               references  to  the pertinent Plan  provisions  on
               which the decision is based.


                                                  EXHIBIT 11
                    BellSouth Corporation
              Computation of Earnings Per Share

                 For the Three Month    For the Six Month
                    Period Ended           Period Ended
                      June 30,               June 30,
                   1998       1997       1998        1997
Basic Earnings Per Common Share:
                                                  
Net Income      $   818    $   654    $ 1,710     $ 1,347
                                                  
Weighted                                          
average shares                                    
Outstanding         989        992        990         992
                                                  
Earnings Per                                      
Common Share    $   .83    $   .66    $  1.73     $  1.36
                                                  
                                                  EXHIBIT 11
                    BellSouth Corporation
        Computation of Earnings Per Share (continued)
                              
                 For the Three Month    For the Six Month
                    Period Ended           Period Ended
                      June 30,               June 30,
                   1998       1997       1998        1997
Diluted Earnings Per Common Share:
                                                  
Net Income      $   818    $   654    $ 1,710     $ 1,347
                                                  
Weighted                                          
average shares                                    
Outstanding         989        992        990         992
                                                  
Incremental                                       
shares from                                       
Assumed                                           
exercise of                                       
stock options                                     
and payment of                                    
performance                                       
share awards          6          2          6           2
                                                  
Total Shares        995        994        996         994
                                                  
Earnings Per                                      
Common Share    $   .82    $   .66    $  1.72     $  1.36
                                                  
                                                  
                              
                              


                                                  EXHIBIT 12
                    BellSouth Corporation
          Computation Of Earnings To Fixed Charges
                    (Dollars In Millions)





                                             
                                              For the Six
                                              Months Ended
                                                June 30,
                                                  1998
1. Earnings                                  
                                             
   (a) Income from continuing operations      $   3,189
before deductions for taxes and interest
                                             
   (b) Portion of rental expense                     41
representative of interest factor
                                             
   (c) Equity in losses from less-than-50%           32
owned investments (accounted for under the
equity method of accounting)
                                             
   (d) Excess of earnings over distributions 
of less-than-50%-owned investments           
(accounted for under the equity mehtod of    
accounting)                                         (31)
                                             
     TOTAL                                    $   3,231
                                             
2. Fixed Charges                             
                                             
   (a) Interest                               $     408
                                             
   (b) Portion of rental expense             
representative of interest factor                    41
                                             
     TOTAL                                    $     449
                                             
   Ratio (1 divided by 2)                          7.20




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>           DEC-31-1998
<PERIOD-END>                JUN-30-1998
<CASH>                        2,222
<SECURITIES>                     94
<RECEIVABLES>                 4,430
<ALLOWANCES>                    263
<INVENTORY>                     423
<CURRENT-ASSETS>              7,389
<PP&E>                       56,182
<DEPRECIATION>               32,705
<TOTAL-ASSETS>               37,521
<CURRENT-LIABILITIES>         8,092
<BONDS>                       8,535
             0
                       0
<COMMON>                      1,010
<OTHER-SE>                   14,833
<TOTAL-LIABILITY-AND-EQUITY> 37,521
<SALES>                         224
<TOTAL-REVENUES>             11,090
<CGS>                           353
<TOTAL-COSTS>                 5,527
<OTHER-EXPENSES>              2,675
<LOSS-PROVISION>                153
<INTEREST-EXPENSE>              393
<INCOME-PRETAX>               2,796
<INCOME-TAX>                  1,086
<INCOME-CONTINUING>           1,710
<DISCONTINUED>                    0
<EXTRAORDINARY>                   0
<CHANGES>                         0
<NET-INCOME>                  1,710
<EPS-PRIMARY>                  1.73
<EPS-DILUTED>                  1.72





</TABLE>


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