BELLSOUTH CORP
8-K, 1998-04-27
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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               SECURITIES AND EXCHANGE COMMISSION

                   Washington, D. C.  20549

                           FORM 8-K
                        CURRENT REPORT


             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934
                   
                   
        Date of Report (Date of earliest event reported): 
                       April 27, 1998
                           
                           
                    BELLSOUTH CORPORATION
     (Exact name of registrant as specified in its charter)


     Georgia                 1-8607         58-1533433
 (State or other          (Commission      (IRS Employer
 jurisdiction of          File Number)    Identification
  incorporation)                                 No.)


    1155 Peachtree Street, N. E., Atlanta, Georgia     30309-3610 
     (Address of principal executive offices)          (Zip Code)
  
  
       Registrant's telephone number, including area code
                        (404) 249-2000
                            
Item 5.  Other Events

Press Release on Chairman's Comments

BellSouth   Corporation  issued  a  press  release  today
containing statements  concerning  BellSouth's future
financial  prospects.  See Exhibit 99 for a complete copy
of the related press release.

Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.

99   Press Release - Chairman's Comments at Annual Meeting





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

BELLSOUTH CORPORATION


By:  /s/ W.Patrick Shannon
      W. Patrick Shannon
      Vice President and Controller
      April 27, 1998




                                                 Exhibit 99

ATLANTA -- BellSouth Corporation (NYSE: BLS) is
strengthening its leadership position in 1998 as the
South's premier communications provider while focusing on
new business opportunities, said BellSouth Chairman and
Chief Executive Officer Duane Ackerman in remarks prepared
for the company's annual meeting today.

With BellSouth coming off a year in which it posted the
best earnings-per-share growth in the industry at 12.3
percent, Ackerman said in view of the company's current
business projections, he anticipates 1998 earnings growth
will be in the mid-teens.

"Nineteen ninety-eight will be another great year for your
company," he told shareholders. "While we can't predict
the future with perfect clarity, we are optimistic about
your company."

Citing several areas offering BellSouth growth
opportunities in 1998, Ackerman outlined both BellSouth's
international and domestic business perspectives. Last year, 
BellSouth added four countries, Brazil, Peru, Ecuador and Nicaragua, 
to its portfolio and more than doubled the total number of
customers served in international markets, he said. The
company's international cellular revenues were up almost
80 percent in 1997, jumping to $1.3 billion. BellSouth
now has 2.1 million wireless customers outside the United
States.

"We added 2.8 million new customers last year," Ackerman
noted. "And most significantly, more than 60 percent of
these new customers came from outside our traditional
wireline telephone business."

In addition, BellSouth with its Brazilian partners last
year won two wireless licenses - including one for Sao
Paulo, the third largest city in the world where there
are only 12 phones per 100 people and the population is
18 million. Ackerman said BellSouth's new wireless
service in Sao Paulo is expected to be turned on within a
matter of days, and already 1.6 million prospective
customers are on a waiting list.

"Many leading analysts acknowledge that BellSouth's clear
direction and careful selection of our portfolio of
international investments adds tremendous value to our
stock price," he said. "And there is still enormous
potential. When you include our new licenses in Brazil,
we've penetrated only 2 percent of our international
potential customer base."

Describing BellSouth's growth opportunities in the U.S.,
Ackerman said the company is targeting to gain 30 percent
of the cable TV markets in the South where the company
has acquired wireless cable licenses. Last year,
BellSouth launched fully digital wireless cable TV
service in New Orleans.  This year the company will begin
offering customers similar services in Atlanta, Orlando,
Jacksonville and Daytona.

As part of its strategy to strengthen its leadership
position as the premier telecommunications company in the
South, BellSouth plans to grow its Internet service that is 
now considered one of the fastest growing Internet service 
providers with 220,000 customers.  Ackerman also said he expects
BellSouth will be permitted to offer long distance in at
least one of the company's nine states late this year or
early next year, and said he was confident the company
will collar 20 percent of the $8-billion regional long
distance market within five years of entry.

BellSouth recognizes opportunities to grow profitably the
company's domestic wireless properties, a key business
strategy, according to Ackerman. Last year the company
added 550,000 domestic wireless customers, a 15 percent
increase, ending the year with a total of
4.2 million wireless customers and an 8-percent increase
in cellular net income.

"BellSouth now has the potential to service nearly 51
million wireless customers in our Southern region," he
said. "Less than 20 people out of 100 have mobile phones,
so even in our most competitive markets, the opportunity
to grow continues to be a big one."

Ackerman also cited challenges in the year ahead
including entry into long distance, negotiating a new
contract with the Communications Workers of America, and
meeting new wireline competition in local markets.

BellSouth is a $21 billion communications services
company.  It provides telecommunications, wireless
communications, directory advertising and publishing,
video, Internet and information services to nearly 30
million customers in 20 countries worldwide.

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

        NOTE: The forward-looking statements in the
        above news release 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 resolution of Year 2000
        software revisions. Any developments
        significantly deviating from these assumptions
        could cause actual results to differ materially
        from the above forward-looking statements.
        
        



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