BELLSOUTH TELECOMMUNICATIONS INC
10-Q, 1996-08-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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             SECURITIES AND EXCHANGE COMMISSION
                              
                  WASHINGTON, D. C.  20549
                              
                              
                              
                              
                          FORM 10-Q
                         (Mark One)
                              
    |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
        For the quarterly period ended June 30, 1996
                              
                             OR
                              
   [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
         For the transition period from          to
                              
                              
                Commission file number 1-1049
                              
                              
                              
                              
             BellSouth Telecommunications, Inc.
   (Exact name of registrant as specified in its charter)
                              
                              
      Georgia                                   58-0436120
(State of Incorporation)                     (I.R.S. Employer
                                             Identification Number)
                              
                              
  675 West Peachtree Street, N. E., Atlanta, Georgia  30375
  (Address of principal executive offices)       (Zip Code)
                              
         Registrant's telephone number 404 529-8611
                              
THE REGISTRANT, A WHOLLY-OWNED SUBSIDIARY OF BELLSOUTH CORPORATION,
MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED
DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).
                              
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.    Yes  X     No ___

                   Table of Contents                    
                            
                                                        
Item                                                 
                                                     Page
                                                        
                         Part I                      
 1.  Financial Statements                               3
         Consolidated Statements of Income              3
         Consolidated Balance Sheets                    4
         Consolidated Statements of Cash Flows          5
         Notes to Consolidated Financial Statements     6
         Selected Operating Data                        8
                                                        
 2.  Management's Discussion and Analysis of            
     Results of Operations                             10
          Results of Operations                        10
              Volumes of Business                      11
              Operating Revenues                       12
              Operating Expenses                       13
              Other Income Statement Items             14
          Regulatory Developments and Competition      14
              Federal Developments                     14
              State Developments                       15
          Business Developments                        16
          Other Matters                                16
              Affiliated Transactions                  16
     
                        Part II                         
 6.  Exhibits and Reports on Form 8-K                  17
               PART I -- FINANCIAL INFORMATION
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
   CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                         (Unaudited)
                        (In Millions)
                              
                               For the Three Months   For the Six Months
                                  Ended June 30,        Ended June 30,
                                 1996        1995       1996       1995
Operating Revenues:                                             
Local service                 $  2,021    $  1,793   $  3,951   $  3,562
Interstate access                  871         806      1,780      1,601
Intrastate access                  202         227        420        453
Toll                               198         266        405        547
Other                              353         503        744        993
Total Operating Revenues         3,645       3,595      7,300      7,156
                                                                
Operating Expenses:                                             
Cost of services and                                            
  products                       1,284       1,270      2,544      2,558
Depreciation and                                                
 amortization                      809         765      1,607      1,511
Selling, general and                                            
  administrative                   618         580      1,222      1,116
Total Operating Expenses         2,711       2,615      5,373      5,185
                                                                
Operating Income                   934         980      1,927      1,971
                                                                
Interest Expense                   135         150        274        290
Other Income, net                    6           7         17         12
                                                                
Income Before Income Taxes                                      
  and Extraordinary Losses         805         837      1,670      1,693
Provision for Income Taxes         295         318        621        641
                                                                
Income Before Extraordinary                                     
  Losses                           510         519      1,049      1,052
Extraordinary Loss for                                          
  Discontinuance of SFAS No.                                    
  71, net of tax                    --      (2,718)        --     (2,718)
Extraordinary Loss on Early                                     
  Extinguishment of Debt, net                                   
  of tax                            --         (16)        --        (16)
                                                                
Net Income (Loss)             $    510    $ (2,215)  $  1,049   $ (1,682)
                                                                
Retained Earnings:                                              
   At beginning of period     $    712    $  3,654   $    555   $  3,521
   Add: Net Income (Loss)          510      (2,215)     1,049     (1,682)
   Deduct: Dividends declared     (449)       (430)      (831)      (830)
   At end of period           $    773    $  1,009   $    773   $  1,009
                                                                
The accompanying notes are an integral part of these financial statements.
             BELLSOUTH TELECOMMUNICATIONS, INC.
                 CONSOLIDATED BALANCE SHEETS
                        (In Millions)
                                     
                                                 June 30,     December 31,
                                                   1996           1995
ASSETS                                         (Unaudited)                
 Current Assets:                                                          
  Cash and cash equivalents                   $       51      $   1,084
  Accounts receivable, net of allowance for                   
   uncollectibles of $82 and $94                   2,885          2,941
  Material and supplies                              339            347
  Other current assets                               205            281
                                                   3,480          4,653
                                                              
 Investments In and Advances to Affiliates           295            279
 Property, Plant and Equipment:                                
  Property, Plant and Equipment                   44,758         43,521
  Accumulated Depreciation                        25,976         24,777
                                                  18,782         18,744
                                                              
 Deferred Charges and Other Assets                   448            257
                                                              
  Total Assets                                $   23,005      $  23,933
                                                              
LIABILITIES AND SHAREHOLDER'S EQUITY                          
 Current Liabilities:                                         
  Debt maturing within one year               $    1,479      $   2,265
  Accounts payable                                 1,084          1,332
  Other current liabilities                        1,999          1,934
                                                   4,562          5,531
                                                              
 Long-Term Debt                                    6,773          6,853
 Deferred Credits and Other Liabilities:                      
  Accumulated deferred income taxes                  981          1,000
  Unamortized investment tax credits                 317            355
  Other liabilities and deferred credits           2,201          2,227
                                                   3,499          3,582
 Shareholder's Equity:                                        
  Common stock, one share, no par value            7,398          7,412
  Retained earnings                                  773            555
                                                   8,171          7,967
                                                              
  Total Liabilities and Shareholder's Equity  $   23,005      $  23,933
                                     
The accompanying notes are an integral part of these financial statements.
             BELLSOUTH TELECOMMUNICATIONS, INC.
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Unaudited)
                        (In Millions)
                                      
                                                        For the Six Months
                                                          Ended June 30,
                                                          1996       1995
Cash Flows from Operating Activities:                              
 Net income (loss)                                     $   1,049   $(1,682)
 Adjustments to net income (loss):                                 
  Extraordinary loss for discontinuance of SFAS No. 71        --     4,449
  Extraordinary loss on early extinguishment of debt          --        26
  Depreciation and amortization                            1,607     1,511
  Provision for losses on bad debts                           62        68
  Deferred income taxes and unamortized investment tax             
   credits                                                   (44)   (1,746)
  Net change in accounts receivable and other current              
   assets                                                     20       (18)
  Net change in accounts payable and other current                 
   liabilities                                              (301)     (473)
  Net change in deferred charges and other assets           (189)       58
  Net change in deferred credits and other liabilities        82        53
  Other reconciling items, net                               (51)       (5)
    Net cash provided by operating activities              2,235     2,241
                                                                   
Cash Flows from Investing Activities:                              
 Capital expenditures                                     (1,649)   (1,460)
 Other investing activities, net                              37       (14)
    Net cash used for investing activities                (1,612)   (1,474)
                                                                   
Cash Flows from Financing Activities:                              
 Proceeds from short-term borrowings                       7,987     6,474
 Repayment of short-term borrowings                       (8,323)   (6,703)
 Proceeds from long-term debt                                 --       600
 Repayment of long-term debt                                (485)     (300)
 Advances from parent and affiliates                         246       295
 Repayment of advances from parent and affiliates           (261)     (302)
 Dividends paid to parent                                   (805)     (822)
 Other financing activities, net                             (15)       (2)
    Net cash used for financing activities                (1,656)     (760)
                                                                   
Net Increase (Decrease) in Cash and Cash Equivalents      (1,033)        7
Cash and Cash Equivalents at Beginning of Period           1,084        94
Cash and Cash Equivalents at End of Period             $      51   $   101
                                                                   
 The accompanying notes are an integral part of these financial statements.

             BELLSOUTH TELECOMMUNICATIONS, INC.
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (In Millions)
                         (Unaudited)

Note A --  Preparation of Interim Financial Statements

   The consolidated financial statements of BellSouth
Telecommunications, Inc.  (BellSouth Telecommunications) have been
prepared in accordance with the rules and regulations of the
Securities and Exchange Commission (SEC).  Certain amounts have
been reclassified from previous presentations. These consolidated
financial statements include estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities and the amounts of revenues and
expenses.  Actual results could differ from those estimates.  In
the opinion of BellSouth Telecommunications, these statements
include all adjustments necessary for a fair presentation of the
results of all interim periods reported herein.  All adjustments
are of a normal recurring nature unless otherwise disclosed.
Certain information and footnote disclosures prepared in accordance
with generally accepted accounting principles have been either
condensed or omitted pursuant to SEC rules and regulations.
However, BellSouth Telecommunications believes that the disclosures
made are adequate for a fair presentation of results of operations,
financial position and cash flows.  These consolidated financial
statements should be read in conjunction with the consolidated
financial statements and accompanying notes included in BellSouth
Telecommunications' latest annual report on Form 10-K and previous
quarterly report on Form 10-Q. BellSouth Telecommunications is a
wholly-owned subsidiary of BellSouth Corporation (BellSouth).

Note B -- Supplemental Cash Flow Information

The following supplemental information is presented in accordance
with the provisions of SFAS No. 95, "Statement of Cash Flows."

                                  For the Six Months
                                    Ended June 30,
                                    1996       1995
                                            
    Cash Paid For:                          
                                            
      Income taxes                 $ 498      $ 625
                                            
      Interest                     $ 296      $ 318

             BELLSOUTH TELECOMMUNICATIONS, INC.
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In Millions)
                         (Unaudited)


Note C -- Transactions with Affiliates

     Through 1995, BellSouth Telecommunications had a contractual
agreement with BellSouth Advertising & Publishing Corporation
(BAPCO), an affiliated company, wherein BAPCO published certain
telephone directories and in return paid publication fees to
BellSouth Telecommunications for publishing rights and other
services.  Effective January 1, 1996, BellSouth Telecommunications
and BAPCO established a new contract based on fees for services
rendered between the companies.  The new contract eliminated
publication fees received by BellSouth Telecommunications.  Such
fees were $166 and $330 for the three- and six-month periods ended
June 30, 1995, respectively.

Note D -- Extraordinary Losses

     Discontinuance of SFAS No. 71. In the second quarter 1995,
BellSouth Telecommunications discontinued application of SFAS No.
71 and recorded a non-cash extraordinary charge of $2,718 (net of a
deferred tax benefit of $1,731). The components of the charge
included a $3,002 (after tax) reduction of telephone plant
partially offset by a $194 (after tax) benefit for a change in the
method by which BellSouth Telecommunications reported its directory
publishing revenues, a $71 (after tax) benefit reflecting the
removal of regulatory assets and liabilities that were recorded as
a result of previous actions by regulators and a $19 (after tax)
benefit for the partial acceleration of unamortized investment tax
credits associated with the reductions in asset carrying values and
in asset lives.

     Early Extinguishment of Debt.  In the second quarter 1995,
BellSouth Telecommunications issued $300 of Ten Year Notes, the
proceeds from which were used to redeem and refinance an
outstanding $300 Debenture issue, due August 1, 2029. As a result
of the early extinguishment of this issue, an extraordinary loss of
$16 (net of taxes of $10) was recognized in the second quarter
1995.

             BELLSOUTH TELECOMMUNICATIONS, INC.
                   SELECTED OPERATING DATA
                         (Unaudited)
                              
                                                    Percent Change
                                                  1996 vs.  1995 vs.
                                         1996       1995      1994

Network Access Lines in Service at June 30 (Thousands)(a):
By Type:                                                    
  Residence                                14,937    3.5%      3.7%
  Business                                  6,522    8.7       7.7
  Other                                       262    2.3       1.3
       Total Access Lines                  21,721    5.0       4.8
                                                             
By State:                                                    
  Florida                                   5,750    5.4       4.8
  Georgia                                   3,701    7.1       6.2
  Tennessee                                 2,500    4.6       4.6
  North Carolina                            2,155    5.2       5.7
  Louisiana                                 2,151    3.5       3.9
  Alabama                                   1,832    4.1       3.9
  South Carolina                            1,325    4.0       4.2
  Mississippi                               1,184    3.5       4.1
  Kentucky                                  1,123    3.6       3.6
      Total Access Lines                   21,721    5.0       4.8
                              
                                                  Percent Change for
                                                   the Periods Ended
                                                  1996 vs.  1995 vs.
                                         1996       1995      1994

Access Minutes of Use (Millions)(a)(b):
  Interstate:                                                
   Three months ended March 31             16,660   10.1%       7.7%
   Three months ended June 30              16,847    8.0        8.2
   Six months ended June 30                33,507    9.0        7.9
                                                             
  Intrastate:                                                
   Three months ended March 31              5,118   13.0       13.1
   Three months ended June 30               5,235    9.3       14.7
   Six months ended June 30                10,353   11.1       13.9
                                                             
  Total Minutes of Use:                                      
   Three months ended March 31             21,778   10.8        8.9
   Three months ended June 30              22,082    8.3        9.6
   Six months ended June 30                43,860    9.5        9.3
                                                             
Toll Messages (Millions)(a):                                 
   Three months ended March 31                281  (24.1)      (4.3)
   Three months ended June 30                 257  (27.0)     (11.4)
   Six months ended June 30                   538  (25.5)      (7.9)
                              
(a)  Prior period operating data are often revised at later dates
to reflect updated information.  The above information reflects the
      latest data available for the periods indicated.
                              
 (b)   Minutes of Use are classified as either interstate or
intrastate based on the percentage interstate usage factor.  This
               factor is updated periodically.
             BELLSOUTH TELECOMMUNICATIONS, INC.
            SELECTED OPERATING DATA  (Continued)
                         (Unaudited)

                                         For the Six
                                         Months Ended
                                           June 30,
                                             1996
Ratio of Earnings to Fixed Charges (c)       6.3

(c) For the purpose of this ratio: (i) earnings have been
calculated by adding income before income taxes, gross interest
expense and such portion of rental expense representative of the
interest factor on such rentals; (ii) fixed charges are comprised
of gross interest expense and such portion of rental expense
representative of the interest factor on such rentals.

                                                            
                                              At           At
                                           June 30,   December 31,
                                             1996         1995
Debt Ratio (d)                               50.1%        51.9%

(d) This ratio is calculated by dividing the sum of debt maturing
within one year and long-term debt, net of unamortized debt
issuance costs, by the sum of shareholder's equity, debt maturing
within one year and long-term debt, net of unamortized debt
issuance costs.  The debt ratio at December 31, 1995 excludes $485
in long-term debentures called in December and redeemed in January,
1996.
             BELLSOUTH TELECOMMUNICATIONS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    RESULTS OF OPERATIONS
                    (Dollars in Millions)

Management's Discussion and Analysis of Results of Operations
 (MD&A) should be read in conjunction with MD&A in BellSouth
 Telecommunications,  Inc.'s (BellSouth Telecommunications)
            latest annual report on Form 10-K and
           previous quarterly report on Form 10-Q.

BellSouth Telecommunications is a wholly-owned subsidiary of
BellSouth Corporation (BellSouth).  BellSouth Telecommunications
serves, in the aggregate, approximately two-thirds of the
population and one-half of the territory within Alabama, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South
Carolina and Tennessee.  BellSouth Telecommunications primarily
provides local exchange service and toll communications services
within geographic areas, called Local Access and Transport Areas
(LATAs), and provides network access services to enable interLATA
communications using the long-distance facilities of interexchange
carriers. Through subsidiaries, other telecommunications services
and products are provided primarily within the nine-state BellSouth
Telecommunications region.

Approximately 90% and 86% of BellSouth Telecommunications' Total
Operating Revenues for the six-month periods ended June 30, 1996
and 1995, respectively, were from wireline services.  Charges for
local, access and toll services for the six months ended June 30,
1996 accounted for approximately 60%, 34% and 6%, respectively, of
the wireline revenues discussed above.  The remainder of BellSouth
Telecommunications' Total Operating Revenues was derived
principally from sales and maintenance of customer premises
equipment and other nonregulated services.

RESULTS OF OPERATIONS
                                            For the Six
                                            Months Ended
                                              June 30,
                                          1996      1995
Income Before Extraordinary Losses        $1,049  $ 1,052
Extraordinary Loss for Discontinuance             
  of SFAS No. 71, net of tax                 --    (2,718)
Extraordinary Loss on Early                       
  Extinguishment of Debt, net of tax         --       (16)
   Net Income (Loss)                      $1,049  $(1,682)

For the six-month period ended June 30, 1996, Income Before
Extraordinary Losses decreased by $3 (0.3%).  The decrease for the
six-month period resulted primarily from the elimination of
publication fee revenue, substantially offset by continued strong
growth in key business volumes and expense savings attributable to
employee reductions under BellSouth Telecommunications'
restructuring and work force reduction plans.

For a description of the second quarter 1995 extraordinary losses,
see Note D to the Consolidated Financial Statements.

Volumes of Business

The total number of access lines in service since June 30, 1995
increased by approximately 1,030,000 (5.0%) to 21,721,000, compared
to a 4.8% rate of increase for the same prior year period.
Business and residence access lines increased by 8.7% and 3.5%,
respectively, compared to growth rates of 7.7% and 3.7% in 1995.
The number of second residence lines, included in total residence
lines, increased by 237,000 (20.6%) to 1,387,000 and accounted for
approximately 47.2% and 23.0% of the overall increases in residence
access lines and total access lines, respectively, since June 30,
1995.  Such second residence lines are generally used for home
office purposes, access to on-line computer services and children's
phones.  The growth in all categories of access lines was primarily
attributable to continued economic improvement in the Southeast,
including increased business activity in Georgia in preparation for
the Olympics, and successful marketing programs.

Access minutes of use represent the volume of traffic carried by
interexchange carriers between LATAs, both interstate and
intrastate, using BellSouth Telecommunications' local facilities.
Total access minutes of use increased by 3,813 million (9.5%)for
the six-month period ended June 30, 1996 compared to an increase of
9.3% for the same period last year.  The increase in access minutes
of use was primarily attributable to access line growth; promotions
by the interexchange carriers; and intraLATA toll competition,
which has the effect of increasing access minutes of use while
reducing toll messages carried over BellSouth Telecommunications'
facilities.  The growth rate in total minutes of use continues to
be negatively impacted by competition and the migration of
interexchange carriers to categories of service (e.g., special
access) that have a fixed charge as opposed to a volume-driven
charge and to high capacity services.

Toll messages are comprised of Message Telecommunications Service
and Wide Area Telecommunications Service.  For the six-month period
ended June 30, 1996, toll messages decreased by 184 million (25.5%)
compared to a decrease 7.9% for the corresponding period in 1995.
The decrease in 1996 was primarily attributable to the expansion of
local area calling plans (LACPs) in Florida, Georgia and North
Carolina and also to increased competition from interexchange
carriers in the intraLATA toll market.  While the respective
impacts of such factors cannot be precisely quantified, BellSouth
Telecommunications estimates that about 70% of the decline in toll
messages was attributable to expanded LACPs and about 30% was due
to increased competition.

The expanded LACPs discussed above and future implementation of
other such plans in BellSouth Telecommunications' service region,
coupled with competition in the intraLATA toll market, will
adversely impact future toll message volumes.  Expanded LACPs and
the effects of competition result in the transfer of calls from
toll to local service and access categories, respectively, but the
corresponding revenues are not generally shifted at commensurate
rates.

Operating Revenues

Total Operating Revenues increased $144 (2.0%) for the six-month
period ended June 30, 1996 when compared to the corresponding 1995
period.  The components of Total Operating Revenues were as
follows:

                                  For the Six              
                                 Months Ended
                                   June 30,
                                1996      1995                  
                                                                     
Local Service                    $3,951    $3,562                    
Interstate Access                 1,780     1,601                    
Intrastate Access                   420       453                    
Toll                                405       547                    
Other Services                      744       993                    
                                                                     
Total Operating Revenues         $7,300    $7,156                    

Local Service revenues increased $389 (10.9%) for the six-month
period ended June 30, 1996 as compared to the same 1995 period.
The increase for the period was due primarily to 5.0% growth in
access lines in service since June 30, 1995.  Also contributing was
an increase of $71 due to higher customer demand for Touchstar and
Custom Calling services, and the effect of expanded LACPs.

Interstate Access revenues increased $179 (11.2%) for the six-month
period ended June 30, 1996 as compared to the same prior year
period.  The increase for the period was attributable primarily to
growth in minutes of use of 9.0% and net rate activity which
increased revenues by $34.

Intrastate Access revenues decreased $33 (7.3%) for the six-month
period ended June 30, 1996 when compared to the corresponding 1995
period.  The decrease was due primarily to rate reductions of $71
compared with the same 1995 period, partially offset by increases
attributable to growth in minutes of use of 11.1%.

Toll revenues decreased $142 (26.0%) for the six-month period ended
June 30, 1996 when compared to the same prior year period.  The
decrease was primarily attributable to the expansion of LACPs and
increased competition, the effect of which reduced toll messages by
25.5%.

Other Services revenues are principally comprised of revenues from
customer premises equipment (CPE) sales and maintenance services,
billing and collection services, cellular interconnect services,
publishing fees (1995 only) and other nonregulated services
(primarily inside wire services).  Other Services revenues
decreased $249 (25.1%) for the six-month period ended June 30, 1996
when compared to the corresponding 1995 period.

The decrease was primarily due to the elimination of directory
publishing fees, which were $330 in the six-month period ended June
30, 1995 (see "Other Matters -- Affiliated Transactions").  The
decrease was partially offset by incremental rate impacts related
to potential sharing under certain state regulatory plans.
Operating Expenses

Total Operating Expenses increased $188 (3.6%) for the six-month
period ended June 30, 1996 compared to the same period in 1995. The
components of Total Operating Expenses were as follows:

                                  For the Six              
                                 Months Ended
                                   June 30,
                                1996      1995                  
                                                                     
Depreciation and Amortization $ 1,607   $ 1,511             
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                     2,544     2,558
  Selling, General and                                      
   Administrative               1,222     1,116
                                3,766     3,674             
    Total Operating Expenses  $ 5,373   $ 5,185             

Depreciation and Amortization increased $96 (6.4%) for the six-
month period ended June 30, 1996 compared to the same period in
1995. The increase was due primarily to higher levels of property,
plant and equipment since June 30, 1995 and shorter depreciable
lives subsequent to the discontinuance of SFAS No. 71. The higher
levels of property, plant and equipment resulted from continued
growth in the business volumes and continued modernization of the
network.

Other Operating Expenses are comprised of Cost of Services and
Products and Selling, General and Administrative.  Cost of Services
and Products includes employee and employee-related expenses
associated with network repair and maintenance, material and
supplies expense, cost of tangible goods sold and other expenses
associated with providing services.  Selling, General and
Administrative includes expenses related to sales activities such
as salaries, commissions, benefits, travel, marketing and
advertising expenses and administrative expenses.

Other Operating Expenses increased $92 (2.5%) for the six-month
period ended June 30, 1996 when compared to the corresponding 1995
period.  The increase for the period was due principally to higher
business volumes and initiatives to effectively position the
business for increased competition, partially offset by a decrease
of approximately $92 for labor costs in the core wireline business,
including expenses for employee benefits.  The decrease in such
labor costs reflects net employee reductions in BellSouth
Telecommunications' telephone operations of approximately 6,000
since June 30, 1995 primarily attributable to previously-disclosed
restructuring and work force reduction plans, partially offset by
annual compensation increases for management and represented
employees.
Other Income Statement Items

The other income statement components were as follows:

                                  For the Six              
                                 Months Ended
                                    June 30,
                                1996      1995                   

Interest Expense                $274      $290               
Other Income, net                 17        12               
Provision for Income Taxes       621       641               
                                                             

Interest Expense decreased $16 (5.5%) for the six-month period
ended June 30, 1996 compared to the same period last year.  The
decrease was primarily attributable to lower average interest rates
on borrowings due in part to refinancings during 1995, partially
offset by higher average debt balances.

Provision for Income Taxes decreased $20 (3.1%) for the six-month
period ended June 30, 1996 over the comparable 1995 period.
BellSouth Telecommunications' effective tax rates were 37.2% and
37.9% for the six months ended June 30, 1996 and 1995,
respectively.

REGULATORY DEVELOPMENTS AND COMPETITION

Federal Developments

In February 1996, Congress passed the Telecommunications Act of
1996 (the 1996 Act).  Among its provisions, the 1996 Act preempts
state legislative and regulatory barriers to competition for local
telephone service, subject only to competitively neutral
requirements to assure quality service consistent with public
safety, convenience and consumer welfare. The 1996 Act also
includes requirements that incumbent local exchange carriers
(ILECs) unbundle network elements, capabilities and functions for
purchase by authorized competing companies.  The price of these
unbundled items is calculated based on the cost of the item and may
include a reasonable profit.  ILECs are also required to sell their
retail services to authorized competing local carriers for resale.
The 1996 Act provides that services to be resold are to be provided
to the competing companies at the ILECs' retail rates, discounted
for avoided costs.

In connection with the requirements of the 1996 Act, on August 8,
1996, the FCC released an order adopting rules governing
interconnection and open competition in the local telephone service
industry.  Among the issues specifically addressed by the FCC order
are the network elements that ILECs must make available; pricing
guidelines to be followed by states in setting rates for
interconnection, unbundled network elements and resold services;
and access charges paid by interexchange carriers providing
competing local service.  The FCC will address access charges and
universal service matters in subsequent proceedings, although an
interim access charge plan will lower access charges paid by
carriers that purchase unbundled network elements from ILECs.  The
decision also reduces rates paid by wireless carriers for
connection to the wireline networks of the ILECs.  BellSouth
Telecommunications is evaluating the impact that the order released
on August 8 will have on its operations. It will not be
possible to assess fully its implications until all likely
challenges thereto have been resolved and the state regulatory
commissions have addressed the related matters within their
jurisdictions.

State Developments

In order to comply with the requirements of the 1996 Act, all
states in BellSouth Telecommunications' local service area have
proceedings and other activities in progress to consider rules and
regulations necessary to implement open competition for local
service.  Among the issues being addressed in these proceedings is
the level of discounts required to be offered by the ILECs to
competing local carriers.

A number of competing local carriers have been approved or have
filed applications to provide local service in many of the areas in
which BellSouth Telecommunications provides service. BellSouth
Telecommunications has executed 15 interconnection or resale
agreements with competing local carriers.  BellSouth
Telecommuncations believes that a number of these agreements
address all of the 14 items required for interLATA authority
contained in the 1996 Act.  BellSouth Telecommunications continues
to negotiate with a number of other telecommunications companies
and is also involved in arbitration proceedings with certain local
exchange competitors with whom BellSouth Telecommunications was
unable to reach agreements on all points negotiated.

Price regulation plans have been approved or authorized by the
requisite legislative or regulatory bodies in all states in the
BellSouth Telecommunications local service area.

Recent significant developments with respect to discounts to be
offered to competing local carriers, price regulation and other
related issues are discussed below.

Georgia.  In second quarter 1996, the Georgia Public Service
Commission ordered a wholesale discount level of 20.3% for
residential services and 17.3% for business services, both of which
were greater than BellSouth Telecommunications' proposals and the
Commission Staff's recommendations (but less than proposed by other
carriers).  The discount levels are to remain in effect for a 12-
month period from implementation after which the Commission will
conduct a review to determine if modification is necessary.  After
reconsideration, the Commission also set out a time line starting
in the third quarter 1996 for electronic interface implementation
with competing local carriers.

On July 11, BellSouth Telecommunications appealed the Commission's
order to the Superior Court of Fulton County, Georgia.

North Carolina.  In May 1996, the North Carolina Utilities
Commission modified a price regulation plan previously submitted by
BellSouth Telecommunications.  The modified plan became effective
June 24, 1996.  Under the terms of such plan, prices for residence
basic local exchange services are capped for three years, after
which any price increases are limited subject to an inflation-based
formula.  For business basic local exchange, interconnection and
certain non-basic services, any increases in current prices are
also subject to inflation-based formulas.  Prices for toll switched
access services are capped at current prices, after giving effect
to specified rate reductions ordered in conjunction with approval
of the price regulation plan.  Such rate reductions, including the
toll switched access component and elimination of charges for touch-
tone service by the first anniversary of the plan, will total
approximately $60 over the next three years.

BUSINESS DEVELOPMENTS

In April 1996, BellSouth Telecommunications received approval from
the Florida Public Service Commission to provide competing local
service in other carriers' service areas.  BellSouth
Telecommunications intends to offer local service in the near
future to business customers in parts of the Orlando market not
previously served by BellSouth Telecommunications.

BellSouth plans to begin offering interLATA wireline service within
its nine-state local service territory as soon as possible after
completion of FCC and state regulatory proceedings and satisfaction
of requirements arising out of these proceedings, expected to be
concluded in late 1996 or early 1997; however, it is uncertain when
BellSouth will be authorized to initiate such service.

In March, BellSouth began joint marketing of cellular and wireline
services in select markets.  BellSouth expects to extend joint
marketing of such services throughout its service region by the end
of 1996.

OTHER MATTERS

Affiliated Transactions

Through 1995, BellSouth Telecommunications had a contractual
agreement with BellSouth Advertising & Publishing Corporation
(BAPCO), an affiliated company, wherein BAPCO published certain
telephone directories and in return paid publication fees to
BellSouth Telecommunications for publishing rights and other
services.  For the six months ended June 30, 1995 and the year
ended December 31, 1995, these fees, included in Other Operating
Revenue, were $330 and $721, respectively.

In response to changes in the telecommunications environment,
including passage of the 1996 Act, and to enhance competitive
flexibility, BellSouth Telecommunications and BAPCO established a
new contract, based on fees for services rendered between the
companies, effective January 1, 1996.  The new contract is expected
to generate fees of about $75 for BellSouth Telecommunications in
1996, resulting in projected BellSouth Telecommunications' 1996
revenues of about $625 less than they would have been under the old
contract.

Because BellSouth Telecommunications and BAPCO are wholly-owned
subsidiaries, BellSouth's consolidated financial results are not
affected by this change.
                PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

Exhibit
Number

4    No instrument which defines the rights of holders of long and
     intermediate term debt of BellSouth Telecommunications, Inc.
     is filed herewith pursuant to Regulation S-K, Item
     601(b)(4)(iii)(A).  Pursuant to this regulation, BellSouth
     Telecommunications, Inc. hereby agrees to furnish a copy of
     any such instrument to the SEC upon request.

12   Computation of Ratio of Earnings to Fixed Charges.

27   Financial Data Schedule.


(b)  Reports on Form 8-K:

     None.
                          SIGNATURE



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

                         BELLSOUTH TELECOMMUNICATIONS, INC.

                         By /s/  Patrick H. Casey
                         PATRICK H. CASEY
                         Vice President and Comptroller
                         (Principal Financial and
                          Accounting Officer)

August 12, 1996

                        EXHIBIT INDEX

Exhibit
Number


12   Computation of Ratio of Earnings to Fixed Charges.

27   Financial Data Schedule.




                                                  EXHIBIT 12
              BellSouth Telecommunications Inc.
          Computation Of Earnings To Fixed Charges
                    (Dollars In Millions)



                                             
                                              For the Six
                                              Months Ended
                                                June 30,
                                                  1996
1. Earnings                                  
                                             
   (a) Income from continuing operations     
before deductions for taxes and interest         $1,944
                                             
   (b) Portion of rental expense             
representative of interest factor                    30
                                             
     TOTAL                                       $1,974
                                             
2. Fixed Charges                             
                                             
   (a) Interest                                    $283
                                             
   (b) Portion of rental expense             
representative of interest factor                    30
                                             
     TOTAL                                         $313
                                             
   Ratio (1 divided by 2)                           6.3






<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                              51
<SECURITIES>                                       219
<RECEIVABLES>                                    2,967
<ALLOWANCES>                                        82
<INVENTORY>                                        339
<CURRENT-ASSETS>                                 3,480
<PP&E>                                          44,758
<DEPRECIATION>                                  25,976
<TOTAL-ASSETS>                                  23,005
<CURRENT-LIABILITIES>                            4,562
<BONDS>                                          6,773
                                0
                                          0
<COMMON>                                         7,398
<OTHER-SE>                                         773
<TOTAL-LIABILITY-AND-EQUITY>                    23,005
<SALES>                                            108
<TOTAL-REVENUES>                                 7,300
<CGS>                                              126
<TOTAL-COSTS>                                    4,151
<OTHER-EXPENSES>                                 1,222
<LOSS-PROVISION>                                    62
<INTEREST-EXPENSE>                                 274
<INCOME-PRETAX>                                  1,670
<INCOME-TAX>                                       621
<INCOME-CONTINUING>                              1,049
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,049
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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