BELLSOUTH CORP
8-K, 1999-01-25
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D. C. 20549
                                  
                                  
                                  
                              FORM 8-K
                           CURRENT REPORT
                                  
                                  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
                                  
                                  
               Date of Report (Date of earliest event reported):
                           January 25, 1999                                  
                                  
                        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.)


Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia    30309-3610
       (Address of principal executive offices)               (Zip Code)


         Registrant's telephone number, including area code
                            (404) 249-2000

Item 5.  Other Events

Fourth Quarter 1998 Earnings

On January 25, 1999, BellSouth announced earnings for the fourth quarter
of  1998.   See  Exhibit 99 for a complete copy of the related  press
release.


1999 Earnings Growth

BellSouth believes that normalized earnings growth will be 
from 12 percent to 14 percent for 1999. In addition, an
anticipated change in accounting for software is expected to add
approximately 7 percent to earnings growth during 1999.  This
range of EPS growth (19 percent to 21 percent) excludes the
impact of currency devaluations in Brazil.  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) domestic continued economic growth and demand 
for BellSouth's services; (2) monetary, regulatory and political 
stability where BellSouth conducts its international operations;
(3) the reasonable accuracy of BellSouth's expectations of the 
impact on its international operations of weakening currencies 
in Latin America as compared to the U.S. dollar; (4) the 
reasonable accuracy of BellSouth's expectations of costs and 
recoveries with respect to access reform, universal service and 
interconnection; (5) 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 (6) 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.



Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.

  99           Press Release - Fourth Quarter 1998 Earnings



                              SIGNATURE




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




BELLSOUTH CORPORATION


By:  /s/ W. Patrick Shannon
      W. Patrick Shannon
      Vice President and Controller
      January 25, 1999



                                   

BellSouth EPS Grows 16.7% in Fourth Quarter
Data and digital services revenues surge to $1.9 billion in
                            1998;
         EPS up 16.3% for year before special items
                              
ATLANTA  -  BellSouth Corporation (NYSE: BLS) reported a
16.7 percent increase in diluted earnings per share (EPS)
for the fourth quarter of 1998, excluding one-time gains.
For the full year, EPS improved 16.3 percent, excluding
special items, and BellSouth stock provided a total return
to investors of 80.9 percent.

Fourth quarter EPS was a record 42 cents in 1998, excluding
gains totaling 9 cents from the previously reported sale of
cellular operations in New Zealand ($110 million after tax,
or 6 cents per share) and income from a loan settlement ($62
million, 3 cents).  Normalized EPS in the fourth quarter of
1997 was 36 cents.  (All per share amounts reflect
BellSouth's 2-for-1 stock split in December 1998.)

"The investments we're making and the way we're executing
our growth strategies continue to pay off," said Duane
Ackerman, chairman and chief executive officer.  "In 1998,
we invested a record $7 billion in our businesses, and we
continue to generate powerful revenue growth from sources
such as data, wireless, Internet, enhanced calling features
and digital television."

BellSouth's data and digital services revenues increased to
$528 million in the fourth quarter of 1998, a 33 percent
increase compared to $398 million in the same three months a
year earlier.  For business and industrial customers,
BellSouth provides high-speed connection services, network
management solutions and Internet applications.  In the
consumer market, the company's BellSouth.net(SM) Internet
service is one of the fastest growing in the country.  For
1998 as a whole, data and digital services revenues surged
41 percent to $1.9 billion.

Unit volume growth was strong.  Access line equivalents,
which include data and digital services products as well as
traditional switched lines, grew at an annual rate of 14.7
percent.

BellSouth installed 128,000 access lines for residential
customers during the final three months of 1998, including a
fourth quarter record 95,000 additional lines.  Nearly one
out of every six BellSouth residential customers has an
additional line that is used for Internet access, fax
machines, work-at-home needs and an extra voice line.

BellSouth's performance continued to benefit from growth in
convenience features such as Caller ID Deluxe, Call Return
and MemoryCall(r) service voice messaging.  Including monthly
subscriptions and Per Use activations, revenues from these
and other convenience products were $423 million in the
fourth quarter of 1998.  This was up 20 percent from the
same three months of 1997.  Caller ID Deluxe grew 32 percent
and now is used by 5.9 million customers.  Call Waiting
Deluxe grew 156 percent, to more than 2.3 million in
service.  MemoryCall mailboxes exceeded 2.5 million for the
first time, growing 14 percent.

BellSouth added 752,000 U.S. wireless customers in 1998
(based on the company's ownership percentages), including
255,000 during a successful holiday selling season in the
fourth quarter.  Customer growth for the year was 18.6
percent, adjusted for the fourth quarter restructuring of
BellSouth's cellular partnerships in Los Angeles and
Houston.  Domestic cellular and PCS revenue of $707 million
in the fourth quarter of 1998 grew 7.0 percent compared to
$661 million in the same quarter of 1997.

International wireless customers also made a significant
contribution to BellSouth's growth.  Based on the company's
ownership percentages, BellSouth's international wireless
customer base grew by 1.6 million, or 88.5 percent, compared
to the fourth quarter of 1997, adjusted for the New Zealand
sale.  International wireless revenues climbed 71 percent in
the fourth quarter on a proportionate basis, to $661 million
in 1998 from $386 million in 1997.  Worldwide, BellSouth now
serves more than 8.2 million wireless customers.

BellSouth's fourth quarter revenues were a record $6.2
billion in 1998, compared to $5.6 billion a year earlier.
Net income was $831 million before one-time gains, which
totaled $172 million.  This was an increase of 16.2 percent
compared to the fourth quarter of 1997, when net income was
$715 million before special items totaling $14 million.

For the year, BellSouth posted record revenues of $23.1
billion in 1998, an increase of 12.5 percent compared to
1997.  Excluding special items in both years, EPS  in 1998
was $1.64, compared to $1.41 in 1997.  Including the special
items, reported EPS was $1.78 in 1998, compared to $1.64 in
the previous year.  Net income excluding special items was
$3.3 billion in 1998, compared to $2.8 billion in 1997.
Reported net income in 1998 was $3.5 billion versus $3.3
billion in 1997.

BellSouth is a $23 billion communications services company.
It provides telecommunications, wireless communications,
cable and digital TV, directory advertising and publishing,
and Internet and data services to nearly 34 million
customers in 19 countries worldwide.


NOTE:  For more information about BellSouth Corporation,
visit the BellSouth Web page at http://www.bellsouth.com/


    PRELIMINARY
    January 25, 1999
                         BELLSOUTH CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
                (In Millions, Except Per Share Amounts)
                              (Unaudited)
                                   
                                 For the Three      For the Twelve
                                 Months Ended        Months Ended
                                 December 31,        December 31,
                                1998      1997      1998      1997
    Operating Revenues:                                     
    Network and related                                     
     services:
      Local service           $ 2,412   $ 2,184   $ 9,399   $ 8,499
      Interstate access           972       912     3,821     3,673
      Intrastate access           202       209       811       810
      Toll                        181       185       713       734
    Wireless communications     1,269     1,046     4,792     3,555
    Directory advertising                                   
     and publishing               703       707     1,989     1,934
    Other services                429       357     1,598     1,356
    Total Operating Revenues    6,168     5,600    23,123    20,561
                                                            
    Operating Expenses:                                     
     Cost of services and                                    
      products                  1,825     1,730     7,080     6,254
     Depreciation and                                        
      amortization              1,129     1,025     4,357     3,964
     Selling, general and                                    
      administrative            1,661     1,392     5,782     4,967
    Total Operating Expenses    4,615     4,147    17,219    15,185
                                                            
    Operating Income            1,553     1,453     5,904     5,376
                                                            
    Interest Expense              226       196       837       761
    Gain on Sale of                                         
     Operations                   180        --       335       787
    Other Income                                            
     (Expense), net               130       (27)      349        19
                                                            
    Income Before Income                                    
     Taxes and Extraordinary                                
     Loss                       1,637     1,230     5,751     5,421
    Provision for Income                                    
     Taxes                        634       492     2,224     2,151
                                                            
    Income Before                                           
     Extraordinary Loss         1,003       738     3,527     3,270
    Extraordinary Loss on                                   
     Early Extinguishment of                                
     Debt, net of tax              --        (9)       --        (9)
                                                            
    Net Income                $ 1,003   $   729   $ 3,527   $ 3,261
                                                            
                                                            
PRELIMINARY
January 25, 1999


                         BELLSOUTH CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
                (In Millions, Except Per Share Amounts)
                              (Unaudited)
                                   
                                 For the Three      For the Twelve
                                 Months Ended        Months Ended
                                 December 31,        December 31,
                                1998      1997      1998      1997


    Weighted-Average Common                                 
     Shares Outstanding:
      Basic                     1,954     1,983     1,970     1,984
      Diluted                   1,972     1,991     1,984     1,989
    Dividends Declared Per                                  
     Common Share             $   .19   $   .18   $   .73   $   .72
                                                            
    Earnings Per Share:                                     
     Basic                    $   .51   $   .37   $  1.79   $  1.64(a)
     Diluted                  $   .51   $   .37   $  1.78   $  1.64
                                                            

(a) Basic earnings per share before extraordinary loss on early
extinguishment of debt was $.37 and $1.65 for the three and twelve
months ended December 31, 1997.  Diluted earnings per share was not
affected by the extraordinary loss.

PRELIMINARY
January 25, 1999
                                   
                         BELLSOUTH CORPORATION
                           EARNINGS SUMMARY
                              (Unaudited)

                                      For the Three    For the Twelve
                                      Months Ended       Months Ended
                                      December 31,      December 31,
                                      1998    1997     1998      1997
Net Income                                                         
 Reported Net Income                 $1,003   $  729  $3,527    $3,261
 Gain on Sale of New Zealand(a)       (110)       --    (110)       --
 Gain from Additional Proceeds on                               
  Sale of ITT World Directories(b)       --       --     (96)       --
 Income from Prime Loan                                        
  Settlement(c)                        (62)      --     (62)       --
 Gain on Sale of Optus                                          
  Communications(d)                      --       --      --      (352)
 Gain on Sale of ITT                                            
  World Directories(d)                   --       --      --      (128)
 Gain on Sale of Bellcore(d)             --      (23)     --       (23)
 South Carolina Regulatory                                      
  Settlement(e)                          --       --      --        47
 Extraordinary Loss on Early                                    
  Extinguishment of Debt(f)              --        9      --         9
 Adjusted Net Income                 $  831   $  715  $3,259    $2,814
                                                                   
Diluted Earnings Per Share                                         
 Reported Earnings Per Share        $  .51   $  .37  $ 1.78    $ 1.64
 Gain on Sale of New Zealand(a)       (.06)      --    (.06)       --
 Gain from Additional Proceeds on                               
  Sale of ITT World Directories(b)      --       --    (.05)       --
 Income from Prime Loan                                        
  Settlement(c)                       (.03)      --    (.03)       --
 Gain on Sale of Optus                                          
  Communications(d)                     --       --      --      (.18)
 Gain on Sale of ITT World                                     
  Directories(d)                        --       --      --      (.06)
 Gain on Sale of Bellcore(d)            --     (.01)     --      (.01)
 South Carolina Regulatory                                      
  Settlement(e)                         --       --      --       .02
 Adjusted Earnings Per Share        $  .42   $  .36  $ 1.64    $ 1.41

 (a)  Represents the after-tax gain on the sale of New Zealand.  The
      pretax gain on the sale was $180.
 (b)  Represents the after-tax gain associated with additional proceeds
      received in first quarter 1998 on the July 1997 sale of ITT World
      Directories.  The pretax gain related to the proceeds was $155.
 (c)  Represents contingent interest and prepayment penalties
      associated with the repayment of the Prime Loan.  These proceeds
      increased pretax income by $102.
 (d)  Represents the after-tax gains on the sales of Optus
      Communications, ITT World Directories and Bellcore, respectively. The
      pretax gains on the sales were $578, $209 and $38, respectively.
 (e)  Represents the after-tax effect of a regulatory settlement in
      South Carolina which occurred in second quarter 1997.
 (f)  Represents losses incurred in connection with the early
      redemption of certain debt issues in fourth quarter 1997.


PRELIMINARY
January 25, 1999
                         BELLSOUTH CORPORATION
                      CONSOLIDATED BALANCE SHEETS
                (In Millions, Except Per Share Amounts)
                                    December 31,   December 31,
                                        1998           1997
                                     (Unaudited)   
    ASSETS                                          
    Current Assets:                                 
     Cash and cash equivalents       $   3,003      $  2,570
     Temporary cash investments            184            17
     Accounts receivable, net of                    
      allowance for uncollectibles                  
      of $251 and $246                   4,629         4,750
     Material and supplies                 431           393
     Other current assets                  459           387
       Total Current Assets              8,706         8,117
    Investments and Advances             2,861         2,675
    Property, Plant and Equipment:                  
     Property, plant and equipment      57,974        53,828
     Accumulated depreciation           34,034        30,967
     Property, plant and                            
       equipment, net                   23,940        22,861
    Deferred Charges and Other                      
     Assets                              1,028           702
    Intangible Assets, net               2,875         1,946
    Total Assets                      $ 39,410      $ 36,301
                                                   
    LIABILITIES AND SHAREHOLDERS' EQUITY           
    Current Liabilities:                            
     Debt maturing within one year   $   3,466      $  3,706
     Accounts payable                    2,179         1,825
     Other current liabilities           3,477         3,252
       Total Current Liabilities         9,122         8,783
    Long-Term Debt                       8,743         7,348
    Deferred Credits and Other                      
     Liabilities:
     Accumulated deferred income                    
      taxes                              2,512         2,023
     Unamortized investment tax                     
      credits                              167           213
     Other liabilities and                          
      deferred credits                   2,756         2,769
       Total Deferred Credits and                  
        Other Liabilities                5,435         5,005
    Shareholders' Equity:                           
     Common stock, $1 par value          2,020         1,010
     Paid-in capital                     6,766         7,714
     Retained earnings                   9,479         7,382
     Accumulated other                              
      comprehensive income                 (64)           36
     Shares held in trust and                       
      treasury                          (1,752)         (575)
     Guarantee of ESOP debt               (339)         (402)
       Total Shareholders' Equity       16,110        15,165
    Total Liabilities and                          
     Shareholders' Equity             $ 39,410      $ 36,301


PRELIMINARY
January 25, 1999
                                   
                    BELLSOUTH FINANCIAL HIGHLIGHTS
                             SELECTED DATA
                              (Unaudited)
                                   

                                     Three Months   Three Months
                                         Ended          Ended
                                     December 31,   December 31,
                                         1998           1997
                                                    
                                                    
    Earnings per share:                             
     Basic                              $  .51 (a)    $   .37 (b)
     Diluted                            $  .51 (a)    $   .37 (b)
                                                    
    Return on average common                        
     equity (annualized)                 25.1% (c)      19.3% (c)
                                                    
    Return on average total                         
     capital(annualized)                 16.3% (c)      13.9% (c)
                                                    
    Weighted-average common shares                  
     outstanding (millions)
      Basic                              1,954          1,983
      Diluted                            1,972          1,991
                                                    
    Dividends per share                $   .19        $   .18
                                                    
    Property additions (millions)      $ 1,383        $ 1,473



                                        At December 31,
                                        1998       1997
                                                
    Common shares outstanding           1,950      1,984
     (millions)                                 
                                                
    Debt ratio                          43.0%      42.1%
                                                
    Total employees                    88,450     81,000
                                                


 (a)  Includes an after-tax gain of $110 ($.06 per share) from the sale
      of New Zealand and additional income of $62 ($.03 per share) from the
      settlement of the Prime Loan.
 (b)  Includes an after-tax gain of $23 ($.01 per share) from the sale
      of Bellcore and an extraordinary loss on early extinguishment of debt
      of $9.
 (c)  After adjusting net income for the impact of the items discussed
      in notes (a) and (b), Return on average common equity was 20.8% and
      19.0% for 1998 and 1997, respectively, and Return on average total
      capital was 13.9% and 13.7% for 1998 and 1997, respectively.


PRELIMINARY
January 25, 1999

                    BELLSOUTH FINANCIAL HIGHLIGHTS
                             SELECTED DATA
                              (Unaudited)
                                   

                                     Twelve Months  Twelve Months
                                         Ended          Ended
                                     December 31,    December 31,
                                         1998            1997
                                                    
                                                    
    Earnings per share:                             
     Basic                              $ 1.79 (a)     $  1.64 (c)
     Diluted                            $ 1.78 (a)     $  1.64 (c)
                                                    
    Return on average common                        
     equity                              22.3% (b)       22.8% (d)
                                                    
    Return on average total                         
     capital                             15.1% (b)       15.8% (d)
                                                    
    Weighted-average common shares                  
     outstanding (millions)
      Basic                              1,970           1,984
      Diluted                            1,984           1,989
                                                    
    Dividends per share                 $  .73         $   .72
                                                    
    Property additions (millions)       $5,003         $ 4,737



 (a)  Includes, on an after-tax basis, $110 ($.06 per share), $62 ($.03
      per share) and $96 ($.05 per share) related to the gain on sale of New
      Zealand, additional income from settlement of the Prime Loan and
      additional proceeds from the sale of ITT World Directories,
      respectively.
 (b)  After adjusting net income for the impact of the items discussed
      in note (a),  Return on average common equity was 20.6% and Return on
      average total capital was 14.1%.
 (c)  Includes after-tax gains of $352 ($.18 per share), $128 ($.06 per
      share) and $23 ($.01 per share) from the sales of Optus
      Communications, ITT World Directories and Bellcore, respectively. Also
      includes an extraordinary loss on early extinguishment of debt of $9
      and an after-tax charge of $47 ($.02 per share) related to a
      regulatory settlement in South Carolina.
 (d)  After adjusting net income for the impact of the items discussed
      in note (c), Return on average common equity was 19.7% and Return on
      average total capital was 14.0%.

PRELIMINARY
January 25, 1999
                                   
                  BELLSOUTH TELECOMMUNICATIONS, INC.
                   CONSOLIDATED STATEMENTS OF INCOME
                             (In Millions)
                              (Unaudited)
                                   
                                    For the             For the
                                  Three Months       Twelve Months
                                     Ended               Ended
                                  December 31,        December 31,
                                 1998      1997      1998      1997
    Operating Revenues:                                          
     Local service              $ 2,412   $ 2,184   $ 9,399   $ 8,499
     Interstate access              972       912     3,821     3,673
     Intrastate access              202       209       811       810
     Toll                           181       185       713       734
     Other                          504       424     1,878     1,630
    Total Operating Revenues      4,271     3,914    16,622    15,346
                                                             
    Operating Expenses:                                      
     Cost of services and                                     
      products                    1,338     1,303     5,510     5,119
     Depreciation and                                         
      amortization                  854       850     3,363     3,332
     Selling, general and                                     
      administrative                754       692     2,940     2,707
    Total Operating Expenses      2,946     2,845    11,813    11,158
                                                             
    Operating Income              1,325     1,069     4,809     4,188
                                                             
    Interest Expense                142       133       551       534
    Other Income, net                 1        37         3        41
                                                             
    Income Before Income                                     
     Taxes and Extraordinary                                 
     Loss                         1,184       973     4,261     3,695
    Provision for Income                                     
     Taxes                          427       350     1,551     1,372
    Income Before                                            
     Extraordinary Loss             757       623     2,710     2,323
    Extraordinary Loss on                                    
     Early Extinguishment of                                 
     Debt, net of tax                --        (9)       --        (9)
                                                             
    Net Income                  $   757   $   614   $ 2,710   $ 2,314
                                   
                                   
                                   
  (a)  The results of BellSouth Telecommunications have been adjusted
       for the effect of certain intercompany billings which are not
       considered for management purposes.


PRELIMINARY
January 25, 1999
                                   
           BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS
                             SELECTED DATA
                              (Unaudited)

                                       Three Months   Three Months
                                           Ended          Ended
                                       December 31,   December 31,
                                            1998          1997
                                                      
       Property additions (millions)       $  945         $  890
                                                      
       Access minutes of use               26,613         24,921
        (millions)
                                                      
       IntraLATA toll messages                183            208
        (millions)

                                              At December 31,
                                            1998           1997
                                                      
       Debt ratio                          47.8%           48.3%
                                                      
       Telephone employees                60,561          57,619
                                                      
       Network access lines in                        
        service (thousands):                          
         Switched Access Lines            24,025          23,201
         Access Line Equivalents(a)                   
           Selected Digital Data                      
            Services:
             Basic Rate ISDN(b)              178             143
             Primary Rate ISDN               526             288
             DS0                             697             644
             DS1                           4,343           3,400
             DS3                           7,418           4,743
       Total Equivalent Access Lines      37,187          32,419



 (a)  Access line equivalent conversion factors are based on the
    estimated capacity of one switched access line.  The conversion
    factors used are as follows:
    
            Basic Rate ISDN (b)     2.5/1              
            Primary Rate ISDN        24/1              
            DS0                       1/1              
            DS1                      24/1              
            DS3                     672/1              
     
 (b)  Basic Rate ISDN lines are included in BellSouth
    Telecommunications' switched access line count as equaling one line.
    The amounts shown are the estimated incremental equivalent access
    lines resulting from these lines.





PRELIMINARY
January 25, 1999
     
           BELLSOUTH TELECOMMUNICATIONS FINANCIAL HIGHLIGHTS
                             SELECTED DATA
                              (Unaudited)



                                       Twelve Months  Twelve Months
                                           Ended          Ended
                                       December 31,   December 31,
                                            1998          1997
                                                      
       Property additions (millions)       $3,498         $3,429
                                                      
       Access minutes of use              104,373         97,106
        (millions)
                                                      
       IntraLATA toll messages                784            894
        (millions)
     
     
     
   PRELIMINARY
   January 25, 1999
   
   BELLSOUTH CORPORATION
   CELLULAR OPERATING INFORMATION (UNAUDITED) (7)
                                                                       
   
   ($ IN THOUSANDS, EXCEPT              Fourth       Fourth         
         PER CUSTOMER                  Quarter       Quarter        
         INFORMATION)      NOTES        1998         1997      % Change
 
                                                                   
       DOMESTIC OPERATIONS
       Cellular Revenues, (1),(4)       $685,441     $647,227      5.9%
         net
                                                                       
       Operating Expenses   (1)          394,926      342,507     15.3%
       Depreciation Expense (1)          120,297      106,772     12.7%
       Amortization of                                                 
        Intangibles         (1)           19,660       19,251      2.1%
        (including
        goodwill)
       Total Operating      (1)          534,883      468,530     14.2%
         Expenses
                                                                       
          Operating Income  (1)          150,558      178,697    -15.7%
 
       Other Expenses       (1)           74,129       76,429     -3.0%
        (includes
        interest
        and taxes)
                                                                       
          Net Income        (1)          $76,429     $102,268    -25.3%
                                                                       
       Operating Cash     (1),(6)       $290,515     $304,720     -4.7%
        Flow
       Cash Operating     (1),(6)         42.38%       47.08%    -10.0%
        Margin
                                                                       
       DOMESTIC CELLULAR DATA
       Population  Served: (11),(13)                                    
          Control Basis     (2)       35,751,000   35,382,000      1.0%
          Equity Basis      (3)       38,383,000   37,957,000      1.1%
                                                                       
       Customers Served:                                               
          Control Basis   (2),(8),     4,575,000    3,927,000     16.5%
                            (13)
          Equity Basis    (3),(8),     4,585,000    3,956,000     15.9%
                            (13)
                                                                       
       Average Monthly      (5)              $44          $50    -12.0%
        Service Revenue                                      
        per Customer
                                                                       
       Penetration Rate     (3)            11.9%        10.4%     14.4%
                                                                       
       Property, Plant      (1)       $4,055,000   $3,615,000     12.2%
        and Equipment
   

PRELIMINARY
January 25, 1999
   
BELLSOUTH CORPORATION
CELLULAR OPERATING INFORMATION (UNAUDITED) (7)
                                                                  
                                                                   
   ($ IN THOUSANDS,                    Fourth       Fourth         
   EXCEPT PER CUSTOMER                Quarter       Quarter        
        INFORMATION)       NOTES        1998         1997      % Change
                                                                   
       DOMESTIC PCS DATA
       Population Served:   (11)                                       
          Control Basis     (2)       25,096,000   25,096,000       N/A
          Equity Basis      (3)       20,432,000   20,432,000       N/A
                                                                   
       Customers Served:                                               
          Control Basis     (2)          326,000      141,000    131.2%
          Equity Basis      (3)          211,000       88,000    139.8%
                                                                       
                                                                       
       SELECTED INTERNATIONAL OPERATING DATA (9),(10)
       Cellular Revenues    (1)         $661,195     $386,242     71.2%

       Population Served:
          Control Basis     (2)       84,400,000   65,300,000     29.2%
          Equity Basis    (3),(12)   108,313,000   86,538,000     25.2%
                                                                       
       Cellular Customers Served:                                      
          Control Basis     (2)        2,666,000    1,669,000     59.7%
          Equity Basis    (3),(12)     3,439,000    1,824,000     88.5%
                                                                       
       Penetration Rate   (3),(10)         3.50%        2.68%     30.6%
   
       SELECTED LATIN AMERICA INFORMATION (10)                     
       Cellular Revenues    (1)        $ 488,264     $260,210     87.6%
       Net Earnings from    (1)         (28,478)      (3,059)       N/A
        Operations
       Operating Cash     (1),(6)        145,657       62,482    133.1%
        Flow
       Cash Operating     (1),(6)         29.83%       24.01%     24.2%
        Margin
                                                                       
       Population Served:
          Control Basis     (2)       84,400,000   65,300,000     29.2%
          Equity Basis    (3),(12)    83,870,000   62,386,000     34.4%
                                                                       
       Customers Served:                                               
          Control Basis     (2)        2,666,000    1,669,000     59.7%
          Equity Basis    (3),(12)     2,334,000    1,074,000    117.3%
                                                                       
       Average Monthly      (5)              $69          $82    -15.9%
        Service Revenue
        per Customer
       Penetration Rate   (3),(10)         3.16%        2.45%     29.0%


PRELIMINARY
January 25, 1999
   
BELLSOUTH CORPORATION
CELLULAR OPERATING INFORMATION (UNAUDITED) (7)
                                                                       
                                                                       
   ($ IN THOUSANDS,                                              
   EXCEPT PER CUSTOMER              Year-to-Date  Year-to-Date     
        INFORMATION)       NOTES       1998          1997     % Change
                                                                 
                                                                   
       DOMESTIC OPERATIONS
       Cellular Revenues,  (1),(4)     $2,632,932   $2,520,101      4.5%
        net
                                                                       
       Operating Expenses   (1)         1,445,289    1,363,373      6.0%
       Depreciation Expense (1)           452,358      387,142     16.8%
       Amortization of      (1)            79,109       74,370      6.4%
        Intangibles
        (including
         goodwill)
       Total Operating      (1)         1,976,756    1,824,885      8.3%
        Expenses
                                                                       
          Operating         (1)           656,176      695,216     -5.6%
           Income
                                                                       
       Other Expenses       (1)           287,206      301,583     -4.8%
        (includes
        interest
        and taxes)
                                                                       
          Net Income        (1)          $368,970     $393,633     -6.3%
                                                                       
       Operating Cash     (1),(6)      $1,187,643   $1,156,728      2.7%
       Flow
       Cash Operating     (1),(6)          45.11%       45.90%     -1.7%
        Margin
                                                
       DOMESTIC CELLULAR DATA
       Average Monthly      (5)              $45          $51    -11.8%
        Service Revenue
         per Customer
   
       SELECTED INTERNATIONAL OPERATING DATA (9),(10)
       Cellular Revenues    (1)       $2,118,799   $1,268,242     67.1%
                                                               
       SELECTED LATIN AMERICA INFORMATION  (10)
       Cellular Revenues    (1)       $1,515,445     $794,221     90.8%
       Net Earnings from    (1)         (10,112)       31,085       N/A
        Operations
       Operating Cash     (1),(6)        468,448      223,321    109.8%
        Flow
       Cash Operating     (1),(6)         30.91%       28.12%      9.9%
        Margin
                                                                       
       Average Monthly      (5)              $70          $82    -14.6%
        Service Revenue
         per Customer
                                                                       


PRELIMINARY
January 25, 1999
   
BellSouth Corporation
Schedule of International Customers and POPS by Country (000's)
                                                               
                                         Fourth Quarter 1998
                             ------------------------------------------
                                   Customers               POPS
                             --------------------  --------------------
                                                                  
  Country        Company       Equity   Control    Equity     Control
 --------       ---------    --------- --------   --------    --------
Argentina    CRM                   575       884      8,515     13,100
Chile        BellSouth             192       192      7,400      7,400
             Chile
Ecuador      BellSouth             103       115     10,906     12,200
             Ecuador
Nicaragua    BellSouth              15        17      2,581      2,900
             Nicaragua
Panama       BSC Panama             22         -      1,135          -
Peru         Tele 2000             140       238      4,133      7,000
             Interior                -         -     10,037     17,000
Uruguay      Abiatar                24        52        966      2,100
Venezuela    Telcel                913     1,168     17,742     22,700
Brazil       Region 10-             58         -     12,451          -
              Northeast
             Region 1-             292         -      8,004          -
              Sao Paulo
                                ------    ------    -------     ------
Subtotal Latin America           2,334     2,666     83,870     84,400
                                ------    ------    -------     ------
                                                                      
Denmark      DMT                   333         -      2,465          -
Germany      E-Plus                404         -     18,545          -
Israel       Cellcom               364         -      2,085          -
India        SkyCell                 4         -      1,348          -
                                ------    ------    -------     ------
Subtotal other                   1,105         -     24,443          -
                                ------    ------    -------     ------
Total International              3,439     2,666    108,313     84,400
                                ======    ======    =======     ======





PRELIMINARY
January 25, 1999

BellSouth Corporation
Schedule of International Customers and POPS by Country (000's)
                                                               
                                         Fourth Quarter 1997
                             ------------------------------------------
                                   Customers               POPS
                             --------------------  --------------------
                                                                  
  Country        Company       Equity   Control    Equity     Control
 --------       ---------     --------- --------   --------    --------
Argentina    CRM                  409        629      8,515     13,100
Chile        BellSouth            140        140      7,200      7,200
             Chile
Ecuador      BellSouth              34        55      7,157     11,700
             Ecuador
Nicaragua    BellSouth               6         7      2,401      2,700
             Nicaragua
Panama       BSC Panama              7         -      1,093          -
Peru         Tele 2000              60       102      4,133      7,000
             Interior                -         -          -          -
Uruguay      Abiatar                18        39        782      1,700
Venezuela    Telcel                400       697     12,552     21,900
Brazil       Region 10-              -         -     11,178          -
             Northeast
             Region 1-               -         -      7,375          -
             Sao Paulo
                                ------    ------     ------     ------
Subtotal Latin America           1,074     1,669     62,386     65,300
                                ------    ------     ------     ------
                                                                      
Denmark      DMT                   255         -      2,418          -
Germany      E-Plus                203         -     18,388          -
Israel       Cellcom               287         -      1,998          -
India        SkyCell                 5         -      1,348          -
                                ------    ------     ------     ------
Subtotal other                     750         -     24,152          -
                                ------    ------     ------     ------
Total International              1,824     1,669     86,538     65,300
                                ======    ======     ======     ======



PRELIMINARY                                                       
January 25, 1999                                                  
                                                                  
NOTES
 (1)  The presentation of selected income statement and balance sheet
      information is based on BellSouth's ownership percentage for all
      domestic and international cellular subsidiaries and affiliates,
      whether or not consolidated for financial statement presentation
      purposes.  Gains/losses from the sale of properties and other unusual
      items are not included in net income.  Financial information for
      Domestic Operations does not include PCS.  Finally, the results of
      Domestic Operations have been adjusted for the effect of certain
      intercompany billings which are not considered for management
      purposes.
 (2)  Includes 100% of population/customers served in markets where
      BellSouth has operating control and/or BellSouth ownership exceeds
      50%; excludes population/customers served for markets where BellSouth
      does not have operating control and ownership is less than 50%.
 (3)  Includes  population/customers served based  on  BellSouth's
      ownership percentage in all markets served.
 (4)  Included in revenues is equipment revenue net of cost.
 (5)  Includes local service revenue, which consists of charges for
      cellular air-time service, long distance, and access billed by a
      carrier for services in its market.  Excluded are roaming charges,
      toll charges, taxes on service revenues, equipment sales, installation
      and repair revenues.
 (6)  Operating  cash  flow  represents  operating  income  before
      depreciation and amortization.
 (7)  The income statement and balance sheet information are for the
      periods ended November 30, 1998 and 1997.  The domestic customer
      numbers  presented are as of December 31, 1998 and 1997  and
      international customer numbers are as of November 30, 1998 and 1997.
 (8)  As information, domestic cellular customers served on a control
      basis for the periods ended November 30, 1998 and 1997 were 4,456,000
      and 3,849,000, respectively.  On an equity basis, domestic cellular
      customers served for the same periods were 4,480,000 and 3,868,000,
      respectively.
 (9)  BellSouth sold its investment in Optus during the third quarter
      1997 and its investment in New Zealand during the fourth quarter 1998.
      Previously reported data for 1997 and 1998 has been restated to
      exclude these investments.
 (10) For fourth quarter 1998, no financial or customer information
      related to the acquired license in Peru Interior is included as
      operations have not commenced, and the penetration rate calculation
      excludes this population amount.  The fourth quarter 1997 penetration
      rate calculation excludes population served in Brazil, as operations
      had not yet commenced.
 (11) Coverage areas for certain BellSouth Domestic Cellular and PCS
      licenses overlap each other. If these categories were combined for
      reporting purposes, fourth quarter 1998 total population served would
      be reduced by 506,000 (control basis) and 693,000 (equity basis) for
      the overlap.
 (12) Includes 247,000 net customer additions resulting from increased
      ownership percentages in several existing Latin American markets.
      Excluding these customer additions, equity basis customers served for
      International and Latin America increased by 75% over fourth quarter
      1997.  Excluding these ownership changes, equity basis population
      served increased by 16% and 22% for International and Latin America,
      respectively, over fourth quarter 1997.
 (13) During fourth quarter 1998, BellSouth reorganized its Los Angeles
      and Houston Cellular investments. Previously reported subscriber and
      population data for 1997 has been restated to reflect the new
      ownership percentages.



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