BELLSOUTH TELECOMMUNICATIONS INC, S-3, 1996-02-02

BELLSOUTH TELECOMMUNICATIONS INC
S-3, 1996-02-02
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY , 1996
EFFECTIVE AS OF FEBRUARY , 1996
REGISTRATION NO. 33-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
BELLSOUTH TELECOMMUNICATIONS, INC.

A GEORGIA CORPORATION I.R.S. EMPLOYER NO. 58-0436120
675 West Peachtree Street, N.E., Atlanta, Georgia 30375
Telephone Number (404) 529-8611

Agent for Service
BLAIR S. PARROTT, JR. BELLSOUTH CORPORATION 1155 PEACHTREE STREET, N.E. 15G03
ATLANTA, GEORGIA 30309-3610
---------------
Please send copies of all communications to:
ERIC B. RUDOLPH KEITH L. KEARNEY
675 WEST PEACHTREE STREET, N.E. DAVIS POLK & WARDWELL
SUITE 4300 450 LEXINGTON AVENUE
ATLANTA, GEORGIA 30375 NEW YORK, NEW YORK 10017

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] 33-[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] 33-[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (2) (1)(2) FEE
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<S> <C> <C> <C> <C>
Debt Securities........ $1,101,308,000 100% $1,101,308,000 $379,761
</TABLE>
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(1) If any Debt Securities are issued at an original issue discount, the
amount to be registered shall be deemed to be such higher principal amount
as may be sold for such public offering price thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a), and exclusive of accrued interest, if any.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8, MAY DETERMINE.

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO $98,692,000 OF DEBT
SECURITIES REGISTERED AND REMAINING UNISSUED UNDER REGISTRATION STATEMENT NO.
33-63661 PREVIOUSLY FILED BY REGISTRANT, IN RESPECT OF WHICH $34,032 HAS BEEN
PAID TO THE COMMISSION AS FILING FEE.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS-SUBJECT TO COMPLETION

PROSPECTUS

$1,200,000,000

BELLSOUTH TELECOMMUNICATIONS, INC.

DEBT SECURITIES

BellSouth Telecommunications, Inc. (the "Company") may offer, in one or more
issues, up to $1,200,000,000 of its debt securities (the "Securities") on terms
to be determined at the time the Securities are offered for sale. When a
particular issue of the Securities is offered, a prospectus supplement
("Prospectus Supplement"), together with this prospectus, will be delivered
setting forth the terms of the Securities, including, where applicable, the
specific designation, aggregate principal amount, denominations, maturity, rate
of any interest (or manner of calculation thereof) and time of payment thereof,
any redemption provisions, the initial public offering price, the names of the
underwriters, dealers or agents, any compensation to such underwriters, dealers
or agents and any other specific terms in connection with the offering and sale
of the Securities.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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THE DATE OF THIS PROSPECTUS IS FEBRUARY , 1996.
<PAGE>

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.

----------------

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("SEC"). Such reports and other information filed by the Company
can be inspected and copied at the public reference facilities of the SEC,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as
well as at the following SEC Regional Offices: 13th Floor, 7 World Trade
Center, New York, NY 10048 and Suite 1400, Northwestern Atrium Center, 500
West Madison Street, Chicago, IL 60661-2511. Such material can also be
inspected at the New York Stock Exchange. Copies can be obtained from the SEC
by mail at prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549.

The Company is not required to deliver annual reports to its security
holders pursuant to the Exchange Act or any stock exchange requirement. Copies
of its annual, quarterly and periodic reports to the SEC on Forms 10-K, 10-Q
and 8-K (containing financial information audited by independent accountants
in the case of its annual report on Form 10-K) are required to be furnished to
the trustee under the indenture or indentures pursuant to which the Securities
will be issued.

The Company has registered the Securities with the SEC pursuant to
Registration Statement Nos. 33-63661 and 33- on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statements") under the
Securities Act of 1933, as amended ("Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statements,
certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information, reference is made to the
Registration Statements.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents have been filed by the Company with the SEC and are
hereby incorporated herein by reference:

Annual Report on Form 10-K for the year ended December 31, 1994.

Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30,
and September 30, 1995.

Current Reports on Form 8-K for May 18, June 30, October 1, and November
2, 1995.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.

COPIES OF THE ABOVE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS) MAY BE
OBTAINED UPON REQUEST WITHOUT CHARGE FROM AN OFFICE OF THE VICE PRESIDENT AND
COMPTROLLER OF THE COMPANY, 675 WEST PEACHTREE STREET, N.E., ATLANTA, GEORGIA
30375 (TELEPHONE NUMBER (404) 529-6263).

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<PAGE>

THE COMPANY

The Company is an operating telephone company, wholly owned by BellSouth
Corporation, which provides predominantly tariffed telecommunications services
to 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. It is the surviving corporation from
the merger, effective at midnight on December 31, 1991, of South Central Bell
Telephone Company ("South Central Bell") and BellSouth Services Incorporated,
a jointly-owned service subsidiary of South Central Bell and Southern Bell
Telephone and Telegraph Company ("Southern Bell"), with and into Southern
Bell. At the same time Southern Bell's name was changed to "BellSouth
Telecommunications, Inc."

The Company is a Georgia corporation and has its principal executive offices
at 675 West Peachtree Street, N.E., Atlanta, Georgia 30375 (telephone number
(404) 529-8611).

USE OF PROCEEDS

The Company intends to apply the net proceeds from the sale of the
Securities primarily toward refinancing debt and also for general corporate
purposes. The Company intends to offer Securities from time to time for
refinancing purposes when and as prevailing interest rates and other market
conditions are advantageous.

DESCRIPTION OF SECURITIES

The following description sets forth certain general terms and provisions of
the Securities to which any Prospectus Supplement may relate. The particular
terms and provisions of the Securities offered by a Prospectus Supplement, and
the extent to which such general terms and provisions described below may
apply thereto, will be described in the Prospectus Supplement.

GENERAL INDENTURE PROVISIONS

The Securities are to be issued in one or more series (a "Series") under an
indenture or indentures (the "Indenture") entered or to be entered into
between the Company and one or more trustees (the "Trustee"). The following
summaries of certain provisions of the Securities and the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the Indenture. Particular sections of the
Indenture which are relevant to the discussion are cited parenthetically.
Capitalized terms used in this Prospectus which are defined in the Indenture
shall have the same meaning herein as in the Indenture. "Principal" when used
herein includes, when appropriate, the premium, if any.

The Indenture does not limit the amount of securities, other than the
Securities, which may be issued or the amount of debt which may be incurred by
the Company. Reference is made to the Prospectus Supplement for the following
terms of the Securities being offered hereby: (i) the title of the Securities;
(ii) the date on which the principal of the Securities will mature; (iii) the
rate, if any, at which the Securities will bear interest, the date or dates
from which any such interest will accrue and on which such interest will be
payable; (iv) any redemption or sinking fund provisions; (v) if other than the
principal amount thereof, the portion of the principal amount of Securities
which will be payable upon declaration of acceleration of the maturity
thereof; and (vi) any additional provisions or other special terms not
inconsistent with the provisions of the Indenture, including any terms which
may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of the Securities.

The Securities will be issuable initially only as registered Securities
without coupons in denominations of $1,000 and any integral multiple of
$1,000. Principal and premium are to be payable at the office or agency of the
Company designated by the Company from time to time. Securities may be
presented for transfer or exchange at such office or agency. No service charge
will be made for any transfer or exchange.

3
<PAGE>

The Securities will not be secured. The Company will covenant in the
Indenture that if it shall subject to lien any of its property, it will secure
the outstanding Securities, and any other of its obligations which may then be
outstanding and entitled to the benefit of a similar covenant,* ratably with
the indebtedness or obligations secured by such lien, so long as such
obligations are so secured. The foregoing covenant will not apply to purchase-
money liens, or to deposits to secure public or statutory obligations or with
any governmental body for specified purposes. A subsidiary or other affiliate
of the Company may subject to lien any property whether or not acquired from
the Company. (Section 4.03)

The Company also will covenant that if in case of certain events -- namely,
(a) any consolidation or merger of the Company and any other corporation, or
(b) any sale or conveyance of the property of the Company as an entirety or
substantially as an entirety to any other corporation, or (c) the acquisition
by the Company of the property of any other corporation as an entirety or
substantially as an entirety -- any of the property owned by the Company
immediately prior to such event would thereupon become subject to any lien,
the Company prior to such event will secure the outstanding Securities and any
other of its obligations which may then be outstanding and entitled to the
benefit of a similar covenant;* ratably by a direct lien on all such property
of the Company, prior to any lien to which such property would become subject
by reason of such event. In case the Securities have been secured pursuant to
the provisions described in this paragraph by a direct lien on substantially
all of the telephone plant and on all securities of affiliates owned by the
Company, the covenants described in this paragraph and the preceding paragraph
will no longer be of any effect. As used in the covenants referred to in this
paragraph and the following paragraph, the word "securities" will be defined
to mean stocks and all indebtedness except indebtedness (other than that
arising from borrowing) incurred in the ordinary course of business. (Section
4.04)

The Indenture will provide that the Company may be discharged from all
obligations under outstanding Securities of any Series upon the irrevocable
deposit with the Trustee as trust funds solely for the benefit of the holders
of such Securities money and/or U.S. Government Obligations (as defined in the
Indenture) sufficient to pay and discharge the principal of (and premium, if
any) and interest on such Securities. In such event, except in the case of
Securities becoming due and payable within one year, the Company shall deliver
to the Trustee a ruling from the Internal Revenue Service or an Opinion of
Counsel (as defined in the Indenture) to the effect that the holders of such
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of the payment and discharge and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such payment and discharge had not
occurred. On substantially the same terms and conditions, the Company may be
relieved from the obligation to comply with certain covenants in the
Indenture, including those described in the preceding two paragraphs. (Section
11.01)

The Indenture will contain provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time outstanding, to modify the
Indenture or any supplemental indenture or the rights of the holders of the
Securities; provided that no such modification shall (i) extend the fixed
maturity of any Securities, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder
of each Security so affected, or (ii) reduce the aforesaid percentage of
Securities, the consent of the holders of which is required for any such
modification, without the consent of the holders of all Securities then
outstanding. The Indenture will also contain provisions permitting the Company
and the Trustee, without the consent of the holders of Securities, to modify
the Indenture or any supplemental indenture or the rights of the holders of
the Securities for certain limited purposes. (Section 9.02)

Under the Indenture an Event of Default with respect to Securities of any
Series means, with respect to Securities of such Series: default for 90 days
in payment of interest; default in payment of principal or premium; default
for 90 days after notice by the Trustee or the holders of at least 25% in
aggregate principal amount of Securities of such Series then outstanding in
performance of any other covenants in the Indenture; or certain events in
bankruptcy, insolvency or reorganization. (Section 6.01)
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* Each outstanding issue of long and intermediate term debt of the Company is
entitled to the benefit of a similar covenant.

4
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Subject to the duty of the Trustee during default to act with the specified
standard of care, the Trustee before taking any action under the Indenture is
entitled to reasonable security or indemnity (Sections 7.01 and 7.02). Subject
to such provisions for the indemnification of the Trustee, the holders of a
majority of the principal amount of outstanding Securities of a Series may
direct the time, method and place for certain actions by the Trustee with
respect to Securities of such Series. (Section 6.06)

Except as may be otherwise described in a Prospectus Supplement, the
covenants contained in the Indenture would not afford holders of the
Securities protection in the event of a highly-leveraged transaction involving
the Company.

GLOBAL SECURITIES

The Securities of a Series may be issued in the form of one or more fully
registered global Securities (a "Global Security") that will be deposited with
The Depository Trust Company (the "Depositary") or with a nominee for the
Depositary. In such case, one or more Global Securities will be registered in
the name of Cede & Co., as nominee for the Depositary and issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Securities of the Series to be represented by
such Global Security or Securities. Unless and until it is exchanged in whole
or in part for Securities in definitive registered form, a Global Security may
not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor. The
laws of some States require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in the Global
Security.

The Depositary has informed the Company that it is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. The Depositary holds securities
that its participants deposit with it. The Depositary also facilitates the
settlement among participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-
entry changes in participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. The Depositary is owned by a number of its
direct participants and by The New York Stock Exchange, Inc., the American
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to its system is also available to others such as securities brokers
and dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the Commission.

The specific terms of the depositary arrangement with respect to any portion
of a Series of Securities to be represented by a Global Security will be
described in the Prospectus Supplement relating to such Series. The Company
anticipates that the following provisions will apply to all depositary
arrangements.

Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Securities represented by such Global
Security to the accounts of persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Securities.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants.
Ownership of beneficial interests in such Global Security will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depositary for such Global Security (with respect to
interests of participants) or persons that hold interests through participants
(with respect to interests of persons other than participants) in accordance
with the procedures of the Depositary.

5
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So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in a Global Security
will not be entitled to have the Securities represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of such Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture. Accordingly,
each person owning a beneficial interest in a Global Security must rely on the
procedures of the Depositary for such Global Security and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a holder under the
Indenture. The Company understands that under existing industry practices, if
the Company requests any action of holders or if an owner of a beneficial
interest in a Global Security desires to give or take any action which a
holder is entitled to give or take under the Indenture, the Depositary for
such Global Security would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
holding through them.

Principal and interest payments on Securities represented by a Global
Security registered in the name of a Depositary or its nominee will be made to
such Depositary or its nominee, as the case may be, as the registered owner of
such Global Security. None of the Company, the Trustee or any paying agent for
such Securities will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in such Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

The Company expects that the Depositary for any Securities represented by a
Global Security, upon receipt of any payment of principal or interest, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in such Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in "street
names" and will be the responsibility of such participants.

If the Depositary for any Securities represented by a Global Security is at
any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue such Securities in definitive form in exchange for such Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Securities of a Series represented by one or more
Global Securities and, in such event, will issue Securities of such Series in
definitive form in exchange for all of the Global Security or Securities
representing such Securities. In such instance, a beneficial owner of a Global
Security will be entitled to physical delivery in definitive form of
Securities of such Series represented by the Global Security equal in
principal amount to such beneficial interest and to have such Securities
registered in its name. Securities so issued in definitive form will be issued
as registered Securities in authorized denominations. Any Securities issued in
definitive form in exchange for a Global Security will be registered in such
name or names as the Depositary shall instruct the Trustee. It is expected
that such instructions will be based upon directions received from the
Depositary from participants with respect to ownership of beneficial interests
in such Global Security.

PLAN OF DISTRIBUTION

The Company may sell the Securities being offered hereby in four ways: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters (the
"Underwriters") and (iv) through dealers.

The distribution of the Securities may be effected from time to time in one
or more transactions either (i) at a fixed price or prices, which may be
changed, (ii) at market prices prevailing at the time of sale, (iii) at prices
related to such prevailing market prices or (iv) at negotiated prices.

6
<PAGE>

In connection with the sale of Securities, Underwriters or agents may
receive compensation from the Company or from purchasers of Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the Underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of Securities may be deemed to be Underwriters, and any
discounts or commissions received by them from the Company and any profit on
the resale of Securities by them may be deemed to be underwriting discounts
and commissions, under the Securities Act. Any such Underwriter or agent will
be identified, and any such compensation received from the Company will be
described, in the Prospectus Supplement.

The Underwriters and other persons may be entitled, under agreements which
may be entered into with the Company, to indemnification against certain civil
liabilities, including liabilities under the Securities Act.

LEGAL OPINIONS

Mr. Roger M. Flynt, Jr., Vice President and General Counsel of the Company,
is passing upon the legality of the Securities for the Company, relying on the
opinions of other counsel as to certain matters. Mr. Flynt may be deemed to
own beneficially 92,767 shares of BellSouth Common Stock, including interests
through various BellSouth benefit plans.

On behalf of dealers, underwriters or agents, Davis Polk & Wardwell is
passing upon certain legal matters in connection with the offering of the
Securities.

INDEPENDENT ACCOUNTANTS

The financial statements of the Company included in its Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated by reference
herein, have been audited by Coopers & Lybrand L.L.P., independent
accountants, to the extent and for the periods indicated in their reports
relating to such financial statements, which are also incorporated by
reference herein, and have been so included in reliance upon the reports of
Coopers & Lybrand L.L.P. given upon their authority as experts in auditing and
accounting.

7
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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee..................... $379,761
Rating Agency Fees................................................ 300,000*
Fees and Expenses of Trustees..................................... 35,000*
Printing and Distribution of Registration Statement, Prospectus,
Underwriting Agreement, Indenture and Miscellaneous Material..... 60,000*
Accountants' Fees and Expenses.................................... 30,000*
Blue Sky Fees and Expenses........................................ 15,000*
Miscellaneous Expenses............................................ 30,239*
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Total......................................................... $850,000
========
</TABLE>
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* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As authorized by the Georgia Business Corporation Code (the "GBCC"), the
Company's Restated Articles of Incorporation limit the monetary liability of
its directors to the Company or its shareholder for any breach of their duty
of care or any other duty as a director except (i) for misappropriation of any
business opportunity of the Company, (ii) for acts or omissions not in good
faith or which constitute intentional misconduct or a knowing violation of
law, (iii) for liability for certain unlawful distributions, or (iv) for any
transaction from which the director derived an improper personal benefit.

As authorized by the GBCC, the shareholder of the Company has adopted an
amendment to the Bylaws expanding directors' and officers' indemnification
rights and has approved a form of Indemnity Agreement which the Company may
enter with its directors or officers. A person with whom the Company has
entered into such an Indemnity Agreement (an "Indemnitee") shall be
indemnified against liabilities and expenses related to such person's capacity
as an officer or director or to capacities served with other entities at the
request of the Company, except for claims excepted from the limited liability
provisions described above. An Indemnitee is also entitled to the benefits of
any directors' and officers' liability insurance policy maintained for the
Company and in the event of a "change in control" (as defined in the Indemnity
Agreement), of BellSouth Corporation, as the parent corporation of the
Company, obligations under the Indemnity Agreement will be secured with a
letter of credit in favor of the Indemnitee in an amount of not less than
$1,000,000. The Company has entered into Indemnity Agreements with each of its
directors.

The GBCC generally empowers a corporation, without shareholder approval, to
indemnify directors against liabilities in proceedings to which they are named
by reason of serving as a director of the corporation, if such person acted in
a manner believed in good faith to be in or not opposed to the best interests
of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. Without shareholder
approval, indemnification is not permitted of a director adjudged liable to
the corporation in a proceeding by or in the right of the corporation or a
proceeding in which the director is adjudged liable based on a personal
benefit improperly received, absent judicial determination that, in view of
the circumstances, such person is fairly and reasonably entitled to
indemnification of reasonable expenses incurred.

The GBCC permits indemnification and advancement of expenses to officers who
are not directors, to the extent consistent with public policy. The GBCC
provides for mandatory indemnification of directors and officers who are
successful in defending against any proceeding to which they are named because
of their serving in such capacity.

II-1
<PAGE>

The Company's Bylaws also provide that the Company shall indemnify any
person made or threatened to be made a party to any action (including any
action by or in the right of the Company) by reason of service as a director
or officer of the Company (or of another entity at the Company's request),
against liabilities and expenses if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company (and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful), to the maximum extent permitted by the
GBCC.

The general limitations in the GBCC as to indemnification may be superseded
to the extent of the limited liability provisions (with respect to directors)
in the Company's Restated Articles of Incorporation and the Indemnity
Agreements, as authorized by the shareholders and as described above.

The directors and officers of the Company are covered by liability insurance
policies pursuant to which (a) they are insured against loss arising from
certain claims made against them, jointly or severally, during the policy
period for any actual or alleged breach of duty, neglect, error, misstatement,
misleading statements, omission or other wrongful act and (b) the Company is
entitled to have paid by the insurers, or to have the insurers reimburse the
Company for amounts paid by it, in respect of such claims if the Company is
required to indemnify officers and directors for such claims.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

Any agents, dealers or underwriters, who execute any of the agreements filed
as Exhibit 1 to this registration statement, will agree to indemnify the
Company's directors and their officers who signed the registration statement
against certain liabilities which might arise under the Securities Act from
information furnished to the Company by or on behalf of any such indemnifying
party.

ITEM 16. EXHIBITS.

<TABLE>
<C> <S>
1* -- Form of Underwriting Agreement. (Exhibit 1-b to No. 33-29545).
4* -- Form of Indenture to be used by the Company to issue debt in
series. (Exhibit 4 to No. 33-63661).
4-a* -- BellSouth Telecommunications, Inc. Standard Indenture Provisions
(1995-A Edition). (Exhibit 4-a to No. 33-63661).
4-b* -- Form of Supplemental Indenture to be used by the Company to issue
debt in series. (Exhibit 4-b to No. 33-63661).
5 -- Opinion and consent of Mr. Roger M. Flynt, Jr., Vice President and
General Counsel of the Company, as to the legality of the Securities
to be issued.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23 -- Consent of Coopers & Lybrand L.L.P., independent accountants.
23-a -- Consent of Mr. Roger M. Flynt, Jr. is contained in Exhibit 5.
24 -- Powers of Attorney.
25-a -- Statement of Eligibility of Trustee for Compass Bank.
25-b -- Statement of Eligibility of Trustee for SunTrust Bank, Atlanta.
25-c -- Statement of Eligibility of Trustee for First American National
Bank.
99 -- BellSouth Telecommunications, Inc. Consolidated Statements of
Income.
</TABLE>
- --------
* Previously filed with the Securities and Exchange Commission and
incorporated by reference herein.

II-2
<PAGE>

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement (notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement); and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 or otherwise
(other than the insurance policies referred to therein), the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and

II-3
<PAGE>

contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA AND STATE OF GEORGIA, ON THE 1ST DAY OF
FEBRUARY, 1996.

BellSouth Telecommunications, Inc.

/s/ Patrick H. Casey
By___________________________________
Patrick H. Casey
(Vice President and Comptroller)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

Principal Executive Officer:
Jere A. Drummond* President and Chief Executive Officer

Principal Financial
Officer and Principal
Accounting Officer:
Patrick H. Casey* Vice President and Comptroller

Directors:
Irving W. Bailey II*
Robert H. Boh*
Edward E. Crutchfield* /s/ Patrick H. Casey
Frank R. Day* *By__________________________________
Jere A. Drummond* Patrick H. Casey
Lloyd C. Elam* (Individually and as
John W. Harris* attorney-in-fact)
Mark C. Hollis*
Harry M. Lightsey, Jr.* February 1, 1996
Thomas H. Meeker*
Joe M. Rodgers*
- --------
* By power of attorney.

II-5
<PAGE>

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
5 -- Opinion and consent of Mr. Roger M. Flynt, Jr., Vice
President and General Counsel of the Company, as to the
legality of the Securities to be issued.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23 -- Consent of Coopers & Lybrand L.L.P., independent accountants.
24 -- Powers of Attorney.
25-a -- Statement of Eligibility of Trustee for Compass Bank.
25-b -- Statement of Eligibility of Trustee for SunTrust Bank,
Atlanta.
25-c -- Statement of Eligibility of Trustee for First American
National Bank.
99 -- BellSouth Telecommunications, Inc. Consolidated Statements of
Income.

<PAGE>

EXHIBIT 5

February 1, 1996

BellSouth Telecommunications, Inc.
675 West Peachtree Street, N.E.
Atlanta, Georgia 30375

Attention: Jere A. Drummond, President and Chief Executive Officer

Dear Sirs:

I am referring to the Registration Statement to which this opinion is filed
as an exhibit which BellSouth Telecommunications, Inc. (the "Company")
proposes to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to debt
securities (the "Debt Securities"), to be issued under one or more indentures
(the "Indentures") in substantially the forms filed therewith.

I have examined originals, or copies of originals of such agreements,
documents, certificates and other statements of government officials and
corporate officers and representatives and have reviewed and discussed other
papers and matters of fact and law as I have deemed relevant and necessary as
a basis for the following opinions. I have assumed the authenticity of all
documents submitted as originals and the conformity with the original
documents of any copies of such documents submitted for examination.

In rendering this opinion, as to certain matters, I have relied upon the
opinions of counsel whom I consider competent.

In this regard, I am of the opinion that:

1. The Company is a validly incorporated and existing corporation under the
laws of the State of Georgia.

2. The execution and delivery of the Indentures and issuance of the Debt
Securities have been duly authorized by appropriate corporate action.

3. The Indentures, when duly executed and delivered, will be valid and
binding agreements of the Company in accordance with their respective terms,
and the Debt Securities, when duly executed, registered and authenticated in
accordance with the terms of the Indentures and paid for and delivered in
accordance with the provisions of the Underwriting Agreements to be dated on
or about the date of the pricing between the Company and the representatives
of the several underwriters named therein, will be legal, valid and binding
obligations of the Company in accordance with their terms.

4. No consent, approval, authorization or other order of any regulatory
authority (other than the Securities and Exchange Commission and approvals
which may be required, if any, under Blue Sky or securities laws of various
states with respect to the sale of the Debt Securities) is legally required
for the execution and delivery of the Indentures or the issuance and sale of
the Debt Securities as contemplated in the aforesaid Registration Statement.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration
Statement referred to above and any related registration statements filed
pursuant to Rule 462(b) under the Securities Act. I also consent to the making
of the statement with respect to me in the related prospectus under the
heading "Legal Opinions."

Very truly yours,

/s/ Roger M. Flynt, Jr.
_____________________________________
Roger M. Flynt, Jr.
Vice President and General Counsel

<PAGE>

EXHIBIT 12

BELLSOUTH TELECOMMUNICATIONS, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
1. Earnings
(a) Income from continuing operations
before deductions for taxes and
interest........................... $2,808 $3,606 $2,034 $3,014 $2,722
(b) Portion of rental expense
representative of interest factor... 62 80 80 87 75
------ ------ ------ ------ ------
Total.................................. $2,870 $3,686 $2,114 $3,101 $2,797
====== ====== ====== ====== ======
2. Fixed charges
(a) Interest............................ $ 594 $ 569 $ 586 $ 598 $ 650
(b) Portion of rental expense
representative of interest factor... 62 80 80 87 75
------ ------ ------ ------ ------
Total.................................. $ 656 $ 649 $ 666 $ 685 $ 725
====== ====== ====== ====== ======
Ratio (1 divided by 2)..................... 4.38 5.68 3.17 4.53 3.86
====== ====== ====== ====== ======
</TABLE>

<PAGE>

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
of BellSouth Telecommunications, Inc. on Form S-3 of our report dated February
3, 1995, on our audit of the consolidated financial statements of BellSouth
Telecommunications, Inc. and Subsidiaries included in the Annual Report on
Form 10-K of BellSouth Telecommunications, Inc. and Subsidiaries for the year
ended December 31, 1994. We also consent to the reference to our Firm under
the caption "Independent Accountants."

/s/ Coopers & Lybrand L.L.P.
- -------------------------------------

Coopers & Lybrand L.L.P.

Atlanta, Georgia
February 1, 1996

<PAGE>

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended (the "Securities Act"), a registration statement or
statement(s) with respect to the Company's Debt Securities in total principal
amounts not in excess of $1,101,308,000, to be sold with or without
competitive bidding as the Company may determine; and

WHEREAS, the undersigned is an Officer and a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, and in each of his
offices and capacities in the Company, to execute and file such registration
statement or statements, including prospectuses and any registration
statements filed pursuant to Rule 462(b) under the Securities Act, and
thereafter to prepare, execute and/or file any amended registration statement
or statements and amended prospectus or prospectuses, or amendments or
supplements to any of the foregoing, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises
as fully to all intents and purposes as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of January, 1996.

/s/ Jere A. Drummond
_____________________________________
JERE A. DRUMMOND
PRESIDENT AND CHIEF EXECUTIVE
OFFICER; DIRECTOR
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is an Officer of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, and as an officer
of the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of January, 1996.

/s/ Patrick H. Casey
_____________________________________
PATRICK H. CASEY
VICE PRESIDENT AND COMPTROLLER

2
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of January, 1996.

/s/ Irving W. Bailey II
_____________________________________
IRVING W. BAILEY II

3
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day
of January, 1996.

/s/ Robert H. Boh
_____________________________________
ROBERT H. BOH

4
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day
of January, 1996.

/s/ Edward E. Crutchfield
_____________________________________
EDWARD E. CRUTCHFIELD

5
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day
of January, 1996.

/s/ Frank R. Day
_____________________________________
FRANK R. DAY

6
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day
of January, 1996.

/s/ Lloyd C. Elam
_____________________________________
LLOYD C. ELAM

7
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of January, 1996.

/s/ John W. Harris
_____________________________________
JOHN W. HARRIS

8
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day
of January, 1996.

/s/ Mark C. Hollis
_____________________________________
MARK C. HOLLIS

9
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of January, 1996.

/s/ Harry M. Lightsey, Jr.
_____________________________________
HARRY M. LIGHTSEY, JR.

10
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of January, 1996.

/s/ Thomas H. Meeker
_____________________________________
THOMAS H. MEEKER

11
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or
file any amended registration statement or statements and amended prospectus
or prospectuses, or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall do, or cause to be done,
by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day
of January, 1996.

/s/ Joe M. Rodgers
_____________________________________
JOE M. RODGERS

<PAGE>

EXHIBIT 25-a
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

----------------

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [_]

COMPASS BANK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

ALABAMA BANKING CORPORATION 63-0476286
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION IF NOT A U.S. NATIONAL
BANK)

15 SOUTH 20TH STREET
BIRMINGHAM, ALABAMA 35233
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

JERRY W. POWELL, GENERAL COUNSEL
COMPASS BANK
15 SOUTH 20TH STREET
BIRMINGHAM, ALABAMA 35233
(205) 933-3645
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

----------------

BELLSOUTH TELECOMMUNICATIONS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

GEORGIA 58-0436120
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

675 WEST PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30375
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

----------------

DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)

================================================================================
<PAGE>

GENERAL

ITEM 1. GENERAL INFORMATION.

(a) Name and address of each examining or supervising authority to which it
is subject.

Alabama State Banking Department
101 South Union Street
Montgomery, Alabama

Federal Deposit Insurance Corporation
Washington, DC

Board of Governors of the Federal Reserve System
Washington, DC

Federal Reserve Bank of Atlanta, Georgia
104 Marietta St., N.W.
Atlanta, Georgia

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

None.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

Not Applicable.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

Not applicable.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

Not applicable.

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Not applicable.

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

Not applicable.

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Not applicable.

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

Not applicable.

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

Not applicable.

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

Not applicable.

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

Not applicable.
<PAGE>

ITEM 13. DEFAULTS BY THE OBLIGOR.

(a) Whether there is or has been a default with respect to the securities
under this indenture.

There is not and has not been any such default.

(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series.

There has not been any such default.

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

Not applicable.

ITEM 15. FOREIGN TRUSTEE.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

The additional exhibits listed below are filed herewith: exhibits, if any,
identified in parentheses are on file with the Commission and are incorporated
herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939 and Rule 24 of the Commission's Rules of Practice.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
1 --Restated Certificate of Incorporation. (Exhibit 1 to Form T-1,
Registration No. 33-60351).
2 --Certificate from the Alabama Superintendent of Banks for the Trustee
to conduct business. (Exhibit 2 to Form T-1, Registration
No. 22-21323).
3 --Approval of the Alabama Superintendent of Banks for the Trustee to
exercise trust powers. (Exhibit 3 to Form T-1, Registration
No. 22-21323).
4 --Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No.
22-21323).
5 --Not applicable.
6 --Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 --Latest report of condition of the Trustee published pursuant to law
or the requirements of its supervising or examining authority as of
the close of business on December 31, 1995.
8 --Not applicable.
9 --Not applicable.
</TABLE>
<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, Compass Bank, an Alabama banking corporation, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Birmingham and the State of
Alabama, on the 1st day of February, 1996.

Compass Bank

/s/ Roger LaCharite
By __________________________________
ROGER LACHARITE
VICE PRESIDENT AND TRUST OFFICER
<PAGE>

EXHIBIT 6
<PAGE>

EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issue of Debt Securities by
BellSouth Telecommunications, Inc., we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

Compass Bank

/s/ Roger LaCharite
By __________________________________
ROGER LACHARITE
VICE PRESIDENT AND TRUST OFFICER

Dated: February 1, 1996
<PAGE>

EXHIBIT 7
<PAGE>

COMPASS BANK ST-BK: 01-0305
P.O. BOX 10566 FFIEC: 032
BIRMINGHAM, AL 35296-5233 CERT: 19048
CALL DATE: 12/31/95

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1995

ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED, REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY
OF THE QUARTER.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
ASSETS
RCON
----
<S> <C> <C>
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)... 0081 342,052
b. Interest-bearing balances(2)............................ 0071 0
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column
A)...................................................... 1754 420,908
b. Available-for-sale securities (from Schedule RC-B,
column D)............................................... 1773 1,157,415
3. Federal funds sold and securities purchased under agree-
ments to resell:
a. Federal funds sold...................................... 0276 217,075
b. Securities purchased under agreements to resell......... 0277 32,946
4. Loans and lease financing receivables:
<CAPTION>
RCON
----
<S> <C> <C>
a. Loans and leases, net of unearned income
(from Schedule RC-C).................... 2122 3,859,005
b. LESS: Allowance for loan and lease
losses.................................. 3123 74,759
c. LESS: Allocated transfer risk reserve... 3128 0
<CAPTION>
RCON
----
<S> <C> <C>
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).................... 2125 3,784,246
5. Trading assets (from Schedule RC-D)........................ 3545 105,189
6. Premises and fixed assets (including capitalized leases)... 2145 113,836
7. Other real estate owned (from Schedule RC-M)............... 2150 5,948
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................. 2130 0
9. Customers' liability to this bank on acceptances outstand-
ing........................................................ 2155 872
10. Intangible assets (from Schedule RC-M)..................... 2143 2,154
11. Other assets (from Schedule RC-F).......................... 2160 81,126
12. Total assets (sum of items 1 through 11)................... 2170 6,263,767
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>

SCHEDULE RC--(CONTINUED)
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
LIABILITIES
RCON
-----
<S> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E)......................................................... 2200 4,025,100
<CAPTION>
RCON
----
<S> <C> <C>
(1) Noninterest-bearing(1).......................... 6631 775,335
(2) Interest-bearing................................ 6636 3,249,765
<CAPTION>
<S> <C> <C>
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs........................................................................
(1) Noninterest-bearing.....................................................
(2) Interest-bearing........................................................
<CAPTION>
RCON
----
<S> <C> <C>
14. Federal funds purchased and securities sold under agree-
ments to repurchase:
a. Federal funds purchased..................................................... 0278 891,626
b. Securities sold under agreements to repurchase.............................. 0279 373,600
15. a. Demand notes issued to the U.S. Treasury.................................... 2840 19,112
b. Trading liabilities (from Schedule RC-D).................................... 3548 27,901
16. Other borrowed money:
a. With original maturity of one year or less.................................. 2332 9,356
b. With original maturity of more than one year................................ 2333 456,000
17. Mortgage indebtedness and obligations under capitalized
leases......................................................................... 2910 0
18. Bank's liability on acceptances executed and outstanding....................... 2920 872
19. Subordinated notes and debentures.............................................. 3200 0
20. Other liabilities (from Schedule RC-G)......................................... 2930 41,733
21. Total liabilities (sum of items 13 through 20)................................. 2948 5,845,300
22. Limited-life preferred stock and related surplus............................... 3282 0
<CAPTION>
EQUITY CAPITAL
RCON
----
<S> <C> <C>
23. Perpetual preferred stock and related surplus.................................. 3838 0
24. Common stock................................................................... 3230 1,011
25. Surplus (exclude all surplus related to preferred stock)....................... 3839 41,468
26. a. Undivided profits and capital reserves...................................... 3632 368,881
b. Net unrealized holding gains (losses) on available-for-
sale securities............................................................. 8434 7,107
27. Cumulative foriegn currency translation adjustments............................
28. Total equity capital (sum of items 23 through 27).............................. 3210 418,467
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28).......................................... 3300 6,263,767
</TABLE>
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>

SCHEDULE RC -- (CONTINUED)

<TABLE>
<CAPTION>
RCON NUMBER
---- ------
<S> <C> <C>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement be-
low that best describes the most comprehensive level of auditing
work performed for the bank by independent external auditors as of
any date during 1994.............................................. 6724 N/A
</TABLE>
- --------

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately).

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority).

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority).

5 = Review of the bank's financial statements by external auditors.

6 = Compilation of the bank's financial statements by external auditors.

7 = Other audit procedures (excluding tax preparation work).

8 = No external audit work.

<PAGE>

EXHIBIT 25-b
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

----------------

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [_]

SUNTRUST BANK, ATLANTA
FORMERLY KNOWN AS TRUST COMPANY BANK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

GEORGIA BANKING CORPORATION 58-0466330
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IDENTIFICATION NO.)
IF NOT A U.S. NATIONAL BANK)

25 PARK PLACE, N.E.
ATLANTA, GEORGIA 30303
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

ELIZABETH E. WALSH
SUNTRUST BANK, ATLANTA
58 EDGEWOOD AVENUE, 4TH FLOOR
ATLANTA, GEORGIA 30303
(404) 588-8089
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

----------------

BELLSOUTH TELECOMMUNICATIONS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

GEORGIA 58-0436120
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

675 WEST PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30375
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

----------------

DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)

================================================================================
<PAGE>

GENERAL

ITEM 1. GENERAL INFORMATION.

(a) Name and address of each examining or supervising authority to which it
is subject.

Department of Banking and Finance,
State of Georgia,
Atlanta, Georgia

Federal Reserve Bank of Atlanta
104 Marietta St., N.W.
Atlanta, Georgia

Federal Deposit Insurance Corporation
Washington, DC

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR AND UNDERWRITERS.

None.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

Not Applicable.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

Not applicable.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

Not applicable.

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Not applicable.

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

Not applicable.

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Not applicable.

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

Not applicable.

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

Not applicable.

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

Not applicable.

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

Not applicable.
<PAGE>

ITEM 13. DEFAULTS BY THE OBLIGOR.

(a) Whether there is or has been a default with respect to the securities
under this indenture.

There is not and has not been any such default.

There has not been any such default.

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

Not applicable.

ITEM 15. FOREIGN TRUSTEE.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
1 --A copy of the Articles of Amendment and Restated Articles of
Incorporation as now in effect.
2 --A copy of the certificate of authority of the Trustee to commence
business. (Included in Exhibit 1 to Form T-1, Registration
No. 22-21018).
3 --A copy of the authorization of the Trustee to exercise trust powers.
(Included in Exhibit 1 to Form T-1, Registration No. 22-21018).
4 --Bylaws of the Trustee.
5 --Not applicable.
6 --Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 --Latest report of condition of the Trustee published pursuant to law
or the requirements of its supervising or examining authority as of
the close of business on September 30, 1995.
8 --Not applicable.
9 --Not applicable.
</TABLE>
<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, SunTrust Bank, Atlanta, a Georgia banking corporation, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Atlanta and the State of Georgia, on the 1st day of February, 1996.

SunTrust Bank, Atlanta

/s/ Elizabeth E. Walsh
By __________________________________
ELIZABETH E. WALSH
VICE PRESIDENT
<PAGE>

EXHIBIT 1
<PAGE>

ARTICLES OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION OF
TRUST COMPANY BANK

Pursuant to the Financial Institutions Code of Georgia, Trust Company Bank,
a Georgia banking corporation (the "Corporation" or the "Bank"), submits
Articles of Amendment and Restated Articles of Incorporation and shows as
follows:

The Bank was chartered by a special act of the General Assembly of Georgia
approved on September 21, 1891 with banking and trust powers.

The Bank is located in Atlanta, Fulton County, Georgia.

By a written consent and waiver of notice dated May 18, 1995, the sole
shareholder of the 4,320,000 shares of Common Stock then outstanding and
entitled to vote did authorize, approve and adopt these Articles of Amendment
and Restated Articles of Incorporation of the Bank, as submitted by a
Resolution of the Board of Directors, and as set forth in Paragraph 4 below.
The Bank has only one class of stock authorized, issued and outstanding.

The Articles of Incorporation of the Bank shall be amended by deleting the
phrase "Trust Company Bank" in Article 1, and replacing it with the phrase
"SunTrust Bank, Atlanta", and by restating in their entirety the Articles of
Incorporation, as heretofore amended, and substituting therefor in all
respects, the Restated Articles of Incorporation as follows:

RESTATED ARTICLES OF INCORPORATION

The name of the Bank is SunTrust Bank, Atlanta.

The Bank is organized pursuant to the provisions of the Financial
Institutions Code of Georgia.

The Bank shall have perpetual duration.

The principal place of business of the Bank is located in Atlanta, Fulton
County, Georgia and the banking offices of the Bank are located in the Georgia
counties of Fulton, DeKalb and Cherokee. The Bank may establish branches or
agencies at other places in Georgia or elsewhere. The address of the
registered office of the Bank is One Park Place, N.E., Atlanta, Fulton County,
Georgia 30302.

The purposes for which the Bank is organized are to act as a bank and as a
trust company and to enjoy and be subject to the powers and restrictions of a
bank and a trust company under the laws of the State of Georgia, and to
conduct any other businesses, to exercise any powers, and to engage in any
other activities not specifically prohibited to corporations organized to act
as a bank and as a trust company under the laws of the State of Georgia.
<PAGE>

The aggregate number of shares which the Bank has authority to issue is
4,752,000, all of which are common shares of one class only, each such share
having a par value of $5.00.

No stockholder shall have any preemptive right to subscribe for or to
purchase any shares or other securities issued by the Bank.

The number of directors shall be not less than eleven nor more than twenty-
five, which number shall be fixed as provided by law.

9(a). No director of the Bank shall be personally liable to the shareholders
of the Bank for monetary damages for breach of his duty of care or other duty
as a director; provided that this provision shall eliminate or limit the
liability of a director only to the maximum extent permitted from time to time
by the Financial Institutions Code of Georgia or any successor law or laws.

9(b). Any repeal or modification of Article 9(a) by the shareholders of the
Bank shall not adversely affect any right or protection of a director of the
Bank existing at the time of such repeal or modification.

Said Restated Articles of Incorporation supersede the original Articles of
Incorporation as heretofore amended.

IN WITNESS WHEREOF, Trust Company Bank has caused these Articles of
Amendment and Restated Articles of Incorporation to be executed and its
corporate seal to be affixed and has caused the foregoing to be attested, all
by its duly authorized officers on this 7th day of August, 1995.

Trust Company Bank

/s/ Edward P. Gould
By __________________________________
Edward P. Gould

Title: Chairman of the Board

/s/ Robert R. Long
By __________________________________
Robert R. Long

Title: President

(SEAL)

/s/ Harold Bitler
Attest ___________________________________
Harold Bitler

Title: Corporate Secretary
<PAGE>

DEPARTMENT OF BANKING AND FINANCE
2990 BRANDYWINE ROAD, SUITE 200
ATLANTA, GEORGIA 30341-5565

September 25, 1995

Ms. Abby C. Edwards
Legal Assistant
SunTrust Banks, Inc.
Post Office Box 4418
Center 643
Atlanta, Georgia 30302

Re: Articles of Amendment and Restated Articles of Incorporation of Trust
Company Bank, Atlanta, Fulton County, Georgia

Dear Ms. Edwards:

We enclose a duplicate of our official certificate of approval of your
Articles of Amendment filed with this Department on August 8, 1995.

Our original official certificate of approval has been forwarded, this date,
to the Secretary of State of Georgia, along with a copy of the bank's Articles
of Amendment, proof of publication, and the check for filing fee. At your
request, October 6, 1995 has been requested as the effective date of the
issuance of the certificate of amendment by the Secretary of State.

If we may be of further assistance, please let us know.

Very truly yours,

T. R. Mitchiner
Administrative Assistant
404-986-1652

TRM

Enclosure
<PAGE>

EXHIBIT 4
<PAGE>

SUNTRUST BANK, ATLANTA

BYLAWS
(AS AMENDED, OCTOBER 10, 1995)

ARTICLE I

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders for the
--------------
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date and at such time as the Board of
Directors may by resolution provide or if the Board of Directors fails to
provide, then such meeting shall be held at the registered office of the Bank
at 11:00 a.m. local time on the second Tuesday in April of each year, or, if
such date is a legal holiday, on the next succeeding business day.

ARTICLE II

DIRECTORS

SECTION 1. BOARD OF DIRECTORS. The Board of Directors shall administer the
------------------
business and affairs of the Bank and may exercise all of the powers of the
Bank subject to any restrictions imposed by law.

SECTION 2. COMPOSITION OF THE BOARD. The Board of Directors of the Bank
------------------------
shall consist of not less than eleven (11) nor more than twenty-five (25)
natural persons, such number within those limits to be determined by
resolution of the shareholders from time to time. At each annual meeting of
shareholders, the shareholders shall elect Directors to hold office until the
next succeeding annual meeting. Each Director shall hold office for the term
for which elected and until his successor shall have been elected and
qualified, or until his earlier retirement, resignation, removal from office,
or death.

SECTION 3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. All vacancies on the
-----------------------------------------
Board of Directors may be filled by the Board of Directors then holding
office.

SECTION 4. RETIREMENT. Each Director shall retire as a Director on the date
----------
of the annual meeting of shareholders following the earliest of (a) the
relinquishment of the most senior position that he has held with his principal
employment or (b) the Director's retirement from his principal employment or
(c) his 70th birthday, except that (1) any Director who is also an employee of
the Bank or of an affiliate of the Bank shall retire as a director upon his
termination or retirement as an employee of the Bank or of an affiliate, and
such Director shall thereafter be ineligible to serve as a Director and (2)
any Director who was a Director on October 13, 1992 and who does not retire as
a Director at an earlier date under (1) above shall retire as a Director at
the annual meeting of shareholders immediately following such Director's 70th
birthday.

SECTION 5. REMOVAL. Any Director, or all Directors, may be removed from
-------
office by the shareholders at any time without cause by a majority vote of the
outstanding shareholders. In addition, any Director may be removed by the
Board of Directors as provided by law.

ARTICLE III

ACTION OF THE BOARD OF DIRECTORS; COMMITTEES

SECTION 1. PLACE, TIME, NOTICE AND CALL OF DIRECTORS' MEETINGS. The annual
---------------------------------------------------
meeting of the Board of Directors for the purpose of electing officers and
transacting such other business as may be brought before the meeting shall be
held each year immediately following the annual meeting of the shareholders.
Regular meetings
<PAGE>

of the Board of Directors shall be held on the second Tuesday of January,
April, July and October of each year. Regular meetings of the Board of
Directors may be held without notice. Special meetings of the Board of
Directors and meetings of committees of the Board shall be held upon notice of
the time and place of such meetings as shall be given to each Director orally,
either by telephone or in person, or in writing, either by personal delivery
or by mail, telegram, cablegram or other means of data communications at least
one day before the meeting. Notice of a meeting of the Board of Directors or
any committee of the Board need not be given to any Director who signs a
waiver of notice either before or after the meeting.

Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors or any committee of the Board need
be specified in the notice or waiver of notice of such meeting unless required
by these Bylaws.

A majority of the Directors or any committee of the Board present, whether
or not a quorum exists, may adjourn any meeting of the Board of Directors or
committee of the Board to another time and place.

Meetings of the Board of Directors or committees of the Board may be called
by the Chairman of the Board, the President or by any two Directors. A meeting
of any committee of the Board may also be called by the chairman of the
committee.

SECTION 2. QUORUM; VOTE REQUIREMENT; FEES. A majority of the number of
------------------------------
Directors elected and serving shall constitute a quorum for the transaction of
business; if a quorum is present, a vote of a majority of the Directors
present at such time shall be the act of the Board of Directors, unless a
greater vote is required by law, or by these Bylaws; provided, however, in no
case shall the vote of less than one-third of the total number of Directors
constitute an act of the Board. Each Director who is not also an employee of
the Bank or of an affiliate shall receive fees as determined from time to time
by the Board of Directors.

SECTION 3. ACTION BY DIRECTORS WITHOUT A MEETING; PARTICIPATION IN MEETING
---------------------------------------------------------------
BY TELEPHONE. Except as limited by law, any action to be taken at a meeting of
- ------------
the Board, or by any committee of the Board, may be taken without a meeting if
written consent, setting forth the action so taken, shall be signed by all the
members of the Board or such committee and shall be filed with the minutes of
the proceedings of the Board or such committee.

Members of the Board or any committee of the Board may participate in a
meeting of the Board or such committee by means of conference telephone or
similar communications equipment by which means all persons participating in
the meeting can hear each other, and participation in a meeting of the Board
or such committee by such means shall constitute personal presence at such
meeting.

SECTION 4. EXECUTIVE COMMITTEE.
-------------------

(a) ESTABLISHMENT. There is hereby established an Executive Committee
-------------
which shall consist of not less than eight (8) Directors. The Board of
Directors shall at the Board of Directors' meeting immediately following the
Bank's annual shareholders' meeting, and may at such other time as the Board
of Directors determine, elect the Directors who shall be members of the
Executive Committee, including the Chief Executive Officer who shall be a
member of the Executive Committee ex officio. The Executive Committee shall
have and may exercise all the authority of the Board of Directors as permitted
by law. The Board of Directors shall elect the Chairman of the Executive
Committee who shall preside at all meetings of the Executive Committee and
shall perform such other duties as may be designated by the Executive
Committee. The Board of Directors shall also elect one member of the Executive
Committee as Vice Chairman of the Executive Committee who shall preside at
Executive Committee meetings in the absence of the Chairman of the Executive
Committee.

(b) ALTERNATE MEMBERS. The Board of Directors may designate one or more
-----------------
Directors as alternate members of the Executive Committee, who may act in the
place and stead of any absent member or members at any meeting of the
Executive Committee.

<PAGE>

(d) QUORUM. The Executive Committee shall act by a majority of its
------
members.

SECTION 5. TRUST COMMITTEE.
---------------

(a) ESTABLISHMENT. There is hereby established a Trust Committee which
-------------
shall consist of not less than six (6) Directors. The Board of Directors shall
at the Board of Directors' meeting immediately following the Bank's annual
shareholders' meeting, and may at such other time as the Board of Directors
determine, elect the Directors who shall be members of the Trust Committee,
including the Chief Executive Officer who shall be a member of the Trust
Committee ex officio. The Board of Directors shall elect the Chairman of the
Trust Committee who shall preside at all meetings of the Trust Committee and
shall perform such other duties as may be designated by the Trust Committee.
The Board of Directors shall also elect one member of the Trust Committee as
Vice Chairman of the Trust Committee who shall preside at Trust Committee
meetings in the absence of the Chairman of the Trust Committee. The Trust
Committee shall fix the policy with respect to, generally supervise and
approve, all sales, investments, exchanges and other transactions where the
Bank is acting in a fiduciary capacity, but the Trust Committee may delegate
the performance of all such duties to officers and employees of the Bank or to
committees composed of them or may employ a subsidiary or affiliate of the
Bank for such duties, all in such way and to such extent as the Trust
Committee deems to be for the best management of the funds which the Bank
holds in a fiduciary capacity. No member of the Trust Committee shall act upon
any transaction in which he has an interest except where the interest consists
merely of a minor holding of securities in a corporation in which the Director
is not otherwise interested in any way. The Trust Committee shall have and may
exercise all the authority of the Board of Directors with respect to the
establishment, amendment and termination of common and commingled trust funds
maintained by the Bank for the collective investment of funds held by the Bank
and its affiliates in a fiduciary capacity.

(b) ALTERNATE MEMBERS. The Board of Directors may designate one or more
-----------------
Directors as alternate members of the Trust Committee, who may act in the
place and stead of any absent member or members at any meeting of the Trust
Committee.

(d) QUORUM. The Trust Committee shall act by a majority of its members.
------

SECTION 6. AUDIT COMMITTEE.
---------------

(a) ESTABLISHMENT. There is hereby established an Audit Committee which
-------------
shall consist of not less than five (5) Directors. No Director who is an
employee of the Bank or of any affiliate shall be eligible to be a member of
the Audit Committee. The Board of Directors shall at the Board of Directors'
meeting immediately following the Bank's annual shareholders' meeting, and may
at such other time as the Board of Directors determine, elect the members of
the Audit Committee. The Board of Directors shall elect the Chairman of the
Audit Committee who shall preside at all meetings of the Audit Committee and
shall perform such other duties as may be designated by the Audit Committee.

(b) VACANCIES. The Board of Directors may fill any vacancy or vacancies
---------
occurring in the Audit Committee.

SECTION 7. OTHER COMMITTEES. The Board of Directors may designate from among
----------------
its members one or more other committees, each consisting of three (3) or more
Directors, and each of which to the extent provided in the resolution
establishing such committee shall have and may exercise all authority of the
Board of Directors to the extent permitted by law.
<PAGE>

ARTICLE IV

OFFICERS

SECTION 1. EXECUTIVE STRUCTURE. The Board of Directors shall elect one or
-------------------
more officers with such titles and designations, including a Chief Executive
Officer and a Corporate Secretary, as the Board of Directors may deem
necessary. The Chief Executive Officer may appoint any number of additional
officers of the level of Vice President and below with such titles and
designations as he may deem necessary. All officers shall serve a term of
office which runs until the meeting of the Board of Directors following the
next annual meeting of shareholders and shall hold office until a successor is
elected or appointed, unless removed as provided in these Bylaws or by law.

SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall, by
-----------------------
virtue of such designation by the Board of Directors, be the most senior
officer of the Bank, and all other officers and agents of the Bank shall be
subject to his direction. He shall be accountable to the Board of Directors
for the fulfillment of his duties and responsibilities and, in the performance
and exercise of all his duties, responsibilities and powers, he shall be
subject to the supervision and direction of, and any limitations imposed by,
the Board of Directors. The Chief Executive Officer shall be responsible for
interpretation and required implementation of the policies of the Bank as
determined and specified from time to time by the Board of Directors and he
shall be responsible for the general management and direction of the business
and affairs of the Bank. For the purpose of fulfilling his duties and
responsibilities, the Chief Executive Officer shall have, subject to these
Bylaws and the Board of Directors, plenary authorities and powers, including
general executive powers, the authority to delegate and assign duties,
responsibilities and authorities, and, in the name of the Bank and on its
behalf, to negotiate and make any agreements, waivers or commitments which do
not require the express approval of the Board of Directors.

SECTION 3. CORPORATE SECRETARY. Due notice of all meetings of the
-------------------
shareholders and Board of Directors shall be given by the Corporate Secretary
or the person or persons calling such meeting. The Corporate Secretary shall
report the proceedings of all meetings in a book of minutes and shall perform
all the duties pertaining to his office including authentication of corporate
documents and shall have custody of the Seal of the Bank. Any Assistant
Secretary may perform all duties of the Corporate Secretary.

SECTION 4. OTHER DUTIES AND AUTHORITY. Each officer, employee and agent of
--------------------------
the Bank shall have such other duties and authority as may be conferred upon
him by the Board of Directors or delegated to him by the Chief Executive
Officer.

SECTION 5. REMOVAL OF OFFICERS. Any officer may be removed by the Board of
-------------------
Directors or the Chief Executive Officer with or without cause whenever it is
judged that the best interests of the Bank will be served thereby. In
addition, an officer of the Bank shall cease to be an officer upon ceasing to
be an employee of the Bank or of an affiliate.

ARTICLE V

SEAL

The Corporate Seal shall be in such form as the Board of Directors may from
time to time direct and adopt by resolution of the Board. Any officer shall
have authority to affix the Corporate Seal to any document requiring such
seal, and to attest the same.

ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. INDEMNIFIED PARTIES; RELIANCE. Every person (and the heirs and
-----------------------------
personal representatives of such person) who is or was a director, officer or
employee of the Bank, or of any other entity in which he served
<PAGE>

as such at the request of the Bank, may be indemnified by the Bank in
accordance with the provisions of this Article VI against any and all
liability and reasonable expense (including, with out limitation, counsel fees
and disbursements, and amounts of judgments, fines or penalties against, or
amounts paid in settlement by, a director, officer or employee) that may be
incurred by him in connection with or resulting from any claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative, or in
connection with any appeal relating thereto, in which he may become involved,
as a party or otherwise, or with which he may be threatened, by reason of his
being or having been a director, officer or employee of the Bank or such other
entity or by reason of any action taken or omitted by him in his capacity as
such director, officer or employee, whether or not he continues to be such at
the time such liability or expense shall have been incurred. Each person who
shall act as a director, officer or employee of the Bank or of any other
entity referred to in this Section shall be deemed to be doing so in reliance
upon the right of indemnification provided for in this Article VI.

SECTION 2. INDEMNIFICATION AS OF RIGHT. Every person (and the heirs and
---------------------------
personal representatives of such person) referred to in Section 1 of this
Article VI who has been wholly successful on the merits with respect to any
claim, action, suit or proceeding of the character described in Section 1,
shall be entitled to indemnification as of right.

SECTION 3. INDEMNIFICATION BASED ON REVIEW. Except as provided in Section 2
-------------------------------
of this Article VI, any indemnification under this Article VI shall be made:

(A) In the case of a claim, action, suit or proceeding other than by or in
the right of the Bank to procure a judgment in its favor, only if the Board
of Directors or the Executive Committee of such Board, acting by a quorum
consisting of directors who are not parties to such claim, action, suit or
proceeding, shall find, or independent legal counsel (who may be the
regular counsel of the Bank) shall render an opinion, or the shareholders
by the affirmative vote of a majority of the shares entitled to vote
thereon shall determine, that the director, officer or employee acted in
good faith in what he reasonably believed to be the best interests of the
Bank or such other entity, as the case may be, and, in addition, in any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful; and

(B) In the case of a claim, action, suit or proceeding by or in the right
of the Bank to procure a judgment in its favor, only if the Board of
Directors or the Executive Committee of such Board, acting by a quorum
consisting of directors who are not parties to such claim, action, suit or
proceeding, shall find, or independent legal counsel (who may be the
regular legal counsel of the Bank) shall render an opinion, or the
shareholders by the affirmative vote of the majority of the shares entitled
to vote thereon shall determine, that the director, officer or employee
acted in good faith in what he reasonably believed to be the best interests
of the Bank or such other entity, as the case may be; provided, however,
that no indemnification under this Subsection (B) shall be made with regard
to (1) any claim, issue or matter as to which such director, officer or
employee shall have been adjudged to be liable to the Bank unless and only
to the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of all
the circumstances of the case, such director, officer or employee is fairly
and reasonably entitled to indemnity for such expenses which the court
shall deem proper, or (2) amounts paid, or expenses incurred, in connection
with the settlement of any such claim, action, suit or proceeding, without
the approval of a court of competent jurisdiction.

For the purpose of Subsection (A) only, the termination of any claim,
action, suit or proceeding, civil, criminal, administrative, or investigative,
by judgment, settlement (either with or without court approval) or conviction,
upon a plea of guilty or of nolo contendere or its equivalent, shall not
create a presumption that a director, officer or employee did not meet the
standards of conduct set forth in such Subsection.

SECTION 4. ADVANCES. Expenses incurred with respect to any claim, action,
--------
suit or proceeding of the character described in this Article VI may be
advanced by the Bank prior to the final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such amount unless it
shall be ultimately determined that he is entitled to indemnification under
this Article VI.

<PAGE>

SECTION 5. INDEMNIFICATION NOT EXCLUSIVE. The rights of indemnification
-----------------------------
provided in this Article VI shall be in addition to any rights to which any
such director, officer, employee or other person may otherwise be entitled by
contract or as a matter of law.

ARTICLE VII

AMENDMENT OF BYLAWS

The Board of Directors shall have the power to alter, amend or repeal the
Bylaws or adopt new Bylaws, but any Bylaws adopted by the Board of Directors
may be altered, amended or repealed and new Bylaws adopted by the
shareholders.
<PAGE>

EXHIBIT 6
<PAGE>

EXHIBIT 6

CONSENT OF TRUSTEE

SunTrust Bank, Atlanta

/s/ Elizabeth E. Walsh
By __________________________________
ELIZABETH E. WALSH
VICE PRESIDENT

Dated: February 1, 1996
<PAGE>

EXHIBIT 7
<PAGE>

TRUST COMPANY BANK ST-BK: 130330
303 PEACHTREE ST., STE 500 CTR 632 FFIEC: 031
ATLANTA, GA 30308 CERT: 00867
CALL DATE: 9/30/95

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1995

ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED, REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY
OF THE QUARTER.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
ASSETS
RCFD
-----
<S> <C> <C>
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)....................... 0081 603,163
b. Interest-bearing balances(2)................................................ 0071 4,137
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A)................................................................... 1754 0
b. Available-for-sale securities (from Schedule RC-B,
column D)................................................................... 1773 2,331,516
3. Federal funds sold and securities purchased under agree-
ments to resell in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold.......................................................... 0276 738,275
b. Securities purchased under agreements to resell............................. 0277 75,000
4. Loans and lease financing receivables:
<CAPTION>
RCFD
----
<S> <C> <C>
a. Loans and leases, net of unearned income
(from Schedule RC-C)............................. 2122 6,839,393
b. LESS: Allowance for loan and lease losses........ 3123 133,621
c. LESS: Allocated transfer risk reserve............ 3128 0
<S> <C> <C>
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)........................................ 2125 6,705,772
5. Trading assets (from Schedule RC-D)............................................ 3545 10,163
6. Premises and fixed assets (including capitalized leases)....................... 2145 84,031
7. Other real estate owned (from Schedule RC-M)................................... 2150 7,022
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)................................................. 2130 13,983
9. Customers' liability to this bank on acceptances
outstanding.................................................................... 2155 182,863
10. Intangible assets (from Schedule RC-M)......................................... 2143 4,147
11. Other assets (from Schedule RC-F).............................................. 2160 162,962
12. Total assets (sum of items 1 through 11)....................................... 2170 10,923,034
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>

SCHEDULE RC--(CONTINUED)
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
LIABILITIES
RCON
----
<S> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I)....................................................... 2200 5,138,854
<CAPTION>
RCON
----
<S> <C> <C>
(1) Noninterest-bearing(1)........................ 6631 1,808,601
(2) Interest-bearing.............................. 6636 3,330,253
<CAPTION>
RCFN
----
<S> <C> <C>
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)........................................... 2200 1,013,072
<CAPTION>
RCFN
----
<S> <C> <C>
(1) Noninterest-bearing(1)........................ 6631 0
(2) Interest-bearing.............................. 6636 1,013,072
<CAPTION>
RCFD
----
<S> <C> <C>
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank
and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased...................................................... 0278 1,647,376
b. Securities sold under agreements to repurchase............................... 0279 484,571
RCON
----
15. a. Demand notes issued to the U.S. Treasury..................................... 2840 0
RCFD
----
b. Trading liabilities (from Schedule RC-D)..................................... 3548 75
16. Other borrowed money:
a. With original maturity of one year or less................................... 2332 205,333
b. With original maturity of more than one year................................. 2333 2,306
17. Mortgage indebtedness and obligations under capitalized
leases.......................................................................... 2910 2,227
18. Bank's liability on acceptances executed and outstanding........................ 2920 182,863
19. Subordinated notes and debentures............................................... 3200 75,000
20. Other liabilities (from Schedule RC-G).......................................... 2930 703,264
21. Total liabilities (sum of items 13 through 20).................................. 2948 9,454,941
22. Limited-life preferred stock and related surplus................................ 3282 0
<CAPTION>
EQUITY CAPITAL
RCFD
----
<S> <C> <C>
23. Perpetual preferred stock and related surplus................................... 3838 0
24. Common stock.................................................................... 3230 21,600
25. Surplus (exclude all surplus related to preferred stock)........................ 3839 478,400
26. a. Undivided profits and capital reserves....................................... 3632 437,281
b. Net unrealized holding gains (losses) on available-for-sale securities....... 8434 530,812
27. Cumulative foriegn currency translation adjustments............................. 3284 0
28. Total equity capital (sum of items 23 through 27)............................... 3210 1,468,093
29. Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21, 22, and 28).................................... 3300 10,923,034
</TABLE>
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>

SCHEDULE RC -- (CONTINUED)

<TABLE>
<CAPTION>
RCFD NUMBER
---- ------
<S> <C> <C>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement be-
low that best describes the most comprehensive level of auditing
work performed for the bank by independent external auditors as of
any date during 1994.............................................. 6724 N/A
</TABLE>
- --------

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority).

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority).

5 = Review of the bank's financial statements by external auditors.

6 = Compilation of the bank's financial statements by external auditors.

7 = Other audit procedures (excluding tax preparation work).

8 = No external audit work.

<PAGE>

EXHIBIT 25-c
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

----------------

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [_]

FIRST AMERICAN NATIONAL BANK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

NOT APPLICABLE 62-0854774
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION IF NOT A U.S. NATIONAL
BANK)

400 FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37203-0403
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

NOT APPLICABLE
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

----------------

BELLSOUTH TELECOMMUNICATIONS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

GEORGIA 58-0436120
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

675 WEST PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30375
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

----------------

DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)

================================================================================
<PAGE>

GENERAL

ITEM 1. GENERAL INFORMATION.

(a) Name and address of each examining or supervising authority to which it
is subject.

Office of the Comptroller of the Currency, Atlanta, GA.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

None.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

Not applicable.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

Not applicable.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

Not applicable.

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Not applicable.

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

Not applicable.

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Not applicable.

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

Not applicable.

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

Not applicable.

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

Not applicable.

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

Not applicable.

2
<PAGE>

ITEM 13. DEFAULTS BY THE OBLIGOR.

(a) Whether there is or has been a default with respect to the securities
under this indenture.

There is not and has not been any such default.

There has not been any such default.

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

Not applicable.

ITEM 15. FOREIGN TRUSTEE.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
1 --Articles of Association of the Trustee as now in effect. (Exhibit 1
to Form T-1, Registration No. 33-62235).
2 --Not applicable.
3 --Not applicable.
4 --Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No.
33-62235).
5 --Not applicable.
6 --Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 --Latest report of condition of the Trustee published pursuant to law
or the requirements of its supervising or examining authority as of
the close of business on September 30, 1995.
8 --Not applicable.
9 --Not applicable.
</TABLE>

3
<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, First American National Bank, a national banking association, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Nashville and the
State of Tennessee, on the 31st day of January, 1996.

First American National Bank

/s/ Caroline R. Oakes
By __________________________________
CAROLINE R. OAKES
VICE PRESIDENT

4
<PAGE>

EXHIBIT 6

5
<PAGE>

EXHIBIT 6

CONSENT OF TRUSTEE

First American National Bank

/s/ Caroline R. Oakes
By __________________________________
CAROLINE R. OAKES
VICE PRESIDENT

Dated: January 31, 1996

6
<PAGE>

EXHIBIT 7
<PAGE>

FIRST AMERICAN NATIONAL BANK ST-BK: 47-2085
FIRST AMERICAN CENTER FFIEC: 031
NASHVILLE, TN 37237 CERT: 04956
CALL DATE: 9/30/95

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1995

ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED, REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY OF THE
QUARTER.

<CAPTION>
<S> <C> <C>
RCFD
----
a. Loans and leases, net of unearned income
(from Schedule RC-C)....................... 2122 5,410,060
b. LESS: Allowance for loan and lease losses.. 3123 125,324
c. LESS: Allocated transfer risk reserve...... 3128 0

<S> <C> <C>
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c)............... 2125 5,284,736
5. Trading assets (from Schedule RC-D)....................... 3545 33,628
6. Premises and fixed assets (including capitalized leases).. 2145 109,961
7. Other real estate owned (from Schedule RC-M).............. 2150 9,030
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................ 2130 0
9. Customers' liability to this bank on acceptances outstand-
ing....................................................... 2155 26,696
10. Intangible assets (from Schedule RC-M).................... 2143 16,710
11. Other assets (from Schedule RC-F)......................... 2160 144,615
12. Total assets (sum of items 1 through 11).................. 2170 8,214,102
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>

<CAPTION>
RCON
----
<S> <C> <C>
(1) Noninterest-bearing(1)................. 6631 1,149,585
(2) Interest-bearing....................... 6636 4,841,519

<CAPTION>
RCFN
----
<S> <C> <C>
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E, part II)................. 2200 102,495

<CAPTION>
RCFN
----
<S> <C> <C>
(1) Noninterest-bearing(1)................. 6631 0
(2) Interest-bearing....................... 6636 102,495

<CAPTION>
RCFD
----
<S> <C> <C>
14. Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased................................ 0278 340,123
b. Securities sold under agreements to repurchase......... 0279 599,367
RCON
----
15. a. Demand notes issued to the U.S. Treasury............... 2840 111,718
RCFD
----
b. Trading liabilities (from Schedule RC-D)............... 3548 19,086
16. Other borrowed money:
a. With original maturity of one year or less............. 2332 31,260
b. With original maturity of more than one year........... 2333 208,500
17. Mortgage indebtedness and obligations under capitalized
leases.................................................... 2910 1,206
18. Bank's liability on acceptances executed and outstanding.. 2920 26,696
19. Subordinated notes and debentures......................... 3200 0
20. Other liabilities (from Schedule RC-G).................... 2930 162,053
21. Total liabilities (sum of items 13 through 20)............ 2948 7,593,608
22. Limited-life preferred stock and related surplus.......... 3282 0

<CAPTION>
EQUITY CAPITAL
RCFD
----
<S> <C> <C>
23. Perpetual preferred stock and related surplus............. 3838 0
24. Common stock.............................................. 3230 75,000
25. Surplus (exclude all surplus related to preferred stock).. 3839 101,476
26. a. Undivided profits and capital reserves................. 3632 444,602
b. Net unrealized holding gains (losses) on available-
for-sale securities.................................... 8434 (584)
27. Cumulative foriegn currency translation adjustments....... 3284 0
28. Total equity capital (sum of items 23 through 27)......... 3210 620,494
29. Total liabilities, limited-life preferred stock, and eq-
uity capital (sum of items 21, 22, and 28)................ 3300 8,214,102
</TABLE>
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>

SCHEDULE RC -- (CONTINUED)

<TABLE>
<CAPTION>
RCFD NUMBER
---- ------
<S> <C> <C>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement be-
low that best describes the most comprehensive level of auditing
work performed for the bank by independent external auditors as
of any date during 1994......................................... 6724 N/A
</TABLE>
- --------

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

<PAGE>

EXHIBIT 99

BELLSOUTH TELECOMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEAR
ENDED
DECEMBER 31,
1995 1994
---- ----
UNAUDITED
<S> <C> <C>
Operating Revenues:
Network and related services
Local service.............................................. $7,294 $6,863
Interstate access.......................................... 3,275 3,127
Intrastate access.......................................... 884 908
Toll....................................................... 1,009 1,190
Other...................................................... 2,078 1,952
------- ------
Total Operating Revenues.................................. 14,540 14,040
------- ------
Operating Expenses:
Cost of services and products............................... 5,268 5,235
Depreciation and amortization............................... 3,065 2,954
Selling, general and administrative......................... 2,344 2,263
Work force reduction charges................................ 1,082 --
------- ------
Total Operating Expenses.................................. 11,759 10,452
------- ------
Operating Income............................................. 2,781 3,588
Interest Expense............................................. 573 549
Other Income, net............................................ 27 18
------- ------
Income (Loss) Before Income Taxes and Extraordinary Losses... 2,235 3,057
Provision for Income Taxes................................... 818 1,105
------- ------
Income (Loss) Before Extraordinary Losses.................... 1,417 1,952
Extraordinary Loss for Discontinuance of Statement of Finan-
cial Accounting Standards No. 71, net of tax ............... (2,718) --
Extraordinary Loss on Early Extinguishment of Debt, net of
tax......................................................... (78) --
------- ------
Net Income (Loss)............................................ $(1,379) $1,952
======= ======
</TABLE>