BELLSOUTH CORP
8-K, 1998-11-23
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D. C. 20549

                            FORM 8-K

                         CURRENT REPORT




             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                 
                 
                 
                 
               Date of Report:  November 23, 1998




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


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


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

BellSouth Corporation (BellSouth) has announced that it
plans to repurchase up to $3 billion worth of shares of its
common stock in 1999.  In addition, BellSouth's Board of
Directors (The Board) increased the quarterly dividend by
2 cents from $0.36 to $0.38 per pre-split common share. The
dividend is payable February 1, 1999 to shareholders of
record on January 7, 1999.  The Board also approved a two-for-
one stock split of shares of BellSouth Common Stock. The
additional shares will be issued on December 24, 1998 to
shareholders of record on December 3, 1998.


Item 7.  Financial Statements and Exhibits

(c) Exhibits

Exhibit
  No.
  99  Press Release: BellSouth Announces $3-Billion Share
      Repurchase; Board also approves 5.6% quarterly
      dividend increase and two-for-one stock split
      
      
      
                            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)
                              November 23, 1998
                              


Exhibit 99

BellSouth Announces $3-Billion Share Repurchase; Board also
approves 5.6% quarterly dividend increase and two-for-one
stock split

      ATLANTA - As a result of the company's strong
performance and robust cash position, BellSouth Corporation
(NYSE:BLS) announced it plans to repurchase up to $3 billion
worth of its common shares in 1999. BellSouth's board of
directors also increased the company's quarterly dividend by
2 cents to $0.38 per pre-split common share. In addition, the
board approved a two-for-one stock split, the second in
three years.

      "The three actions we have taken reflect the
confidence we have in BellSouth's future growth," said Duane
Ackerman, BellSouth Chairman and Chief Executive Officer.
"With our continuing strong performance, we are positioning
BellSouth as a leading growth company in the competitive
marketplace, and we're committed to delivering excellent
shareholder returns."

      "At the same time, we recognize the significant price
appreciation of BellSouth stock this year," he continued.
"Over the past two years, BellSouth stock has returned over
100 percent to investors. Only about two percent of the
stocks on the New York Stock Exchange now have higher prices
than BellSouth's. By splitting the shares, we're making our
stock more affordable and attractive to a greater number of
investors."

      The dividend is payable Feb. 1, 1999 to shareholders
of record on Jan. 7, 1999. The additional shares will be
issued on Dec. 24, 1998 to shareholders of record on Dec. 3,
1998.

      This quarter's dividend is the 60th consecutive
dividend declared by BellSouth since its formation in 1984.
Before the split, the company has more than 978 million
shares outstanding in about one million shareholder
accounts.

      BellSouth is a $22 billion communications services
company. It provides telecommunications, wireless
communications, cable and digital TV, directory advertising
and publishing, and Internet and data services to nearly
33 million customers in 19 countries worldwide.

                          ###

      SAFE HARBOR STATEMENT: Statements contained in this
press release about BellSouth's plans and future performance
are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and assume,
among other things, favorable market conditions, sufficient
cash flow from operating and financing activities and
absence of legal or regulatory constraints to repurchases.
Any developments significantly deviating from these
assumptions could cause actual results to differ
materially from those indicated or implied in the
aforementioned forward-looking statements.




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