Plan Document



This  section  includes a general information  summary  (first  3
pages) and the plan document for the BellSouth Split-Dollar  Life
Insurance  Plan.   The plan document and the general  information
summary  together are intended to serve as both the full text  of
the  BellSouth  Split-Dollar Life Insurance Plan  as  well  as  a
summary plan description of such plan.


             General Information About The BellSouth
                Split-Dollar Life Insurance Plan



NAME OF PLAN

     BellSouth Split-Dollar Life Insurance Plan

NAME AND ADDRESS OF EMPLOYER

     Various  BellSouth  companies  participate  in  this   Plan.
     BellSouth Corporation's address is:

          1155 Peachtree Street, N.E.
          Atlanta, Georgia  30309

EMPLOYER IDENTIFICATION NUMBER

     58-1533433

PLAN NUMBER

     547

TYPE OF PLAN

     This  Plan  is  a welfare benefit plan in which participants
     are given the opportunity to receive life insurance coverage
     purchased  with  a  combination  of  employer  and  employee
     contributions.

TYPE OF ADMINISTRATION

     Benefits  are provided through insurance contracts purchased
     under  the  terms of the Plan.  The Plan is administered  by
     BellSouth Corporation.

CLAIMS PROCEDURE

     Claims for insurance benefits under the Plan are handled  by
     and should be directed to the Plan Administrator.

PLAN YEAR

     The  Plan  Year is the period beginning each January  1  and
     ending each December 31 during which the Plan is in effect.

END OF YEAR FOR FISCAL YEAR PURPOSES

     December 31.

NAME, BUSINESS ADDRESS AND TELEPHONE NUMBER OF
  PLAN ADMINISTRATOR

     BellSouth Corporation
     1155 Peachtree Street, N.E.
     Atlanta, Georgia 30309-3610
     Attn.:  Director Executive Benefits
     (404) 249-2228

SERVICE OF LEGAL PROCESS

     Service  of  legal  process  may  be  made  upon  the   Plan
     Administrator.

EFFECTIVE DATE

     The Effective Date of the Plan is January 1, 1998.

PARTICIPANT'S RIGHTS UNDER ERISA

     Participants in the Plan are entitled to certain rights  and
     protections  under the Employee Retirement  Income  Security
     Act  of  1974  ("ERISA").   ERISA provides  that  each  Plan
     participant may:

          (1)   Examine, without charge, all Plan documents,  and
          copies of all documents files by the Plan with the U.S.
          Department  of  Labor, such as detailed annual  reports
          and Plan descriptions, if applicable.

          (2)  Obtain copies of all Plan documents and other Plan
          information   upon   written  request   to   the   Plan
          Administrator.  The Administrator may make a reasonable
          charge for copies;

          (3)   Receive a summary of the Plan's annual  financial
          report.  The Plan Administrator is required by  law  to
          furnish  each  participant with a copy of this  summary
          annual report;

     You  should  also  be  aware  of the  following  protections
     afforded by ERISA:

          (1)    The   people  who  operate  the   Plan,   called
          "fiduciaries," must act prudently and in  the  interest
          of you and other Plan participants and beneficiaries.

          (2)   No  one  may interfere with the exercise  of  any
          rights which you have under the Plan or ERISA.

          (3)  If your claim for a benefit is denied in whole  or
          in  part, you must receive a written explanation of the
          reason for denial.

          (4)   You have the right to have the Plan Administrator
          review and reconsider your claim.

     Under  ERISA,  there are steps you can take to  enforce  the
     above rights.  If you request materials from the Plan and do
     not receive them within 30 days, you may choose to file suit
     in  a  federal  court.   If the court  finds  that  you  are
     entitled to receive those materials, it may require the Plan
     Administrator to provide the materials and pay you  a  daily
     penalty  until you receive them.  However, if the  documents
     were  not sent because of reasons beyond the control of  the
     Plan Administrator, he will not be penalized.  If you have a
     claim  for benefits which is denied or ignored, in whole  or
     in  part, you may choose to file suit in a state or  federal
     court.  If it should happen that Plan fiduciaries misuse the
     Plan's  money,  or  if  you  are discriminated  against  for
     asserting your rights, you may seek assistance from  the  U.
     S.  Department of Labor, or you may file suit in  a  federal
     court.  The court will decide who should pay court costs and
     legal  fees.  If you lose, the court may order  you  to  pay
     these  costs and fees, if, for example, it finds your  claim
     frivolous.

     If you have any questions about this statement or about your
     rights  under  ERISA, you should contact  the  nearest  Area
     Office   of   the   U.S.   Labor   -   Management   Services
     Administration Department of Labor.

BellSouth Split-Dollar Life Insurance Plan


1.   PURPOSE

     The  purpose  of  the BellSouth Split-Dollar Life  Insurance
     Plan  (the  "Plan")  is to provide a split-dollar  insurance
     arrangement  under  which  BellSouth  Corporation  and   its
     subsidiaries  and  affiliates can assist  key  employees  in
     acquiring and financing life insurance coverage.  This  Plan
     incorporates  the  provisions of the  BellSouth  Corporation
     Executive  Life Insurance Plan and the BellSouth Corporation
     Senior  Manager Life Insurance Plan, as amended  as  of  the
     effective date of this Plan (the "Prior Plans"), and, as  of
     such  effective  date,  shall  be  deemed  to  constitute  a
     complete restatement of both Prior Plans, as amended (except
     to  the  extent otherwise specifically provided  in  Section
     3.01 of this Plan).

2.   DEFINITIONS

     For  purposes  of this Plan, the following  terms  have  the
     meanings set forth below:
     
     2.01 "Agreement"  means the agreement executed  between  the
          Employer and a Participant implementing the terms of this Plan,
          substantially in the form attached hereto as Exhibit "A".
     
     2.02 "Assignment" means the collateral assignment executed by the
          Policy Owner, substantially in the form attached hereto as
          Exhibit "B".
     
     2.03 "Coverage Amount" means the face amount of the insurance
          death benefit provided to a Participant under the Plan, as
          specified in the Participant's Agreement.
     
     2.04 "Disability"  means that the Participant  is  receiving
          disability benefits under any long-term disability plan sponsored
          by the Employer or an affiliated entity.
     
     2.05 "Effective Date" means the effective date of the Plan, which
          is January 1, 1998.
     
     2.06 "Employee" means an employee or former employee of  the
          Employer who is eligible to participate in the Plan.
     
     2.07 "Employer" means BellSouth Corporation and any subsidiary or
          affiliate of BellSouth Corporation which is authorized by the
          Plan Administrator to participate in this Plan.
     
     2.08 "Employer Account" means, with respect to a Participant's
          Policy, a bookkeeping entry maintained by the Employer pursuant
          to Section 6 of the Plan, equal to the lesser of (1) the cash
          value of the Policy, or (2) the amount of Policy premiums paid by
          the Employer (and not collected from the Participant).  With
          respect to a Replacement Policy, the amount of Policy premiums
          paid by the Employer shall be deemed to include the total of all
          such premiums paid on the Replacement Policy and the Replaced
          Policy, reduced by an amount equal to that portion of the
          Replaced Policy Cash Value, if any, paid to the Employer at the
          time the Replacement Policy is issued.
     
     2.09 "Employer Premium" means, with respect to a Participant's
          Policy, the total Policy premium payable for the Policy Year by
          the Company as specified in the Participant's Agreement, less the
          portion of the premium to be paid by the Participant pursuant to
          Section 5.01 of the Plan.
     
     2.1  "Enrollment Age" means the Participant's age at the time of
          enrollment in the Prior Plans as to the Participant's initial
          Coverage Amount, and it means the Participant's age at a
          subsequent enrollment for an increased Coverage Amount as to the
          increased Coverage Amount; provided, however, that with respect
          to a Replacement Policy, the age at enrollment shall mean the age
          at the time of enrollment for the Replaced Policy.
     
     2.2  "Insurance Cost" means, with respect to a Participant, the
          annual cost for the Participant's Coverage Amount determined
          pursuant to the Insurance Cost schedule maintained by the Plan
          Administrator.  The Insurance Cost for a Participant shall be
          determined as of the time of the Participant's enrollment in the
          Prior Plan(s), based on the Participant's Coverage Amount and
          Enrollment Age, and shall not change thereafter.  A smoker rate
          shall be used to determine the Insurance Cost for any Participant
          who smoked cigarettes at any time during the twelve month period
          immediately preceding the Participant's enrollment; a nonsmoker
          rate shall be used for all other Participants.  However,
          notwithstanding the previous sentence, if a Replacement Policy is
          issued for a Participant and the Participant qualifies as a
          nonsmoker for the Replacement Policy, the nonsmoker rate shall
          thereafter be used to determine the Insurance Cost for the
          Participant.
     If a Participant's  coverage is in effect for  a  period  of
          less  than  twelve (12) months during any Policy  Year,
          the Participant's Insurance Cost for that year shall be
          determined by multiplying the annual cost as determined
          from  the  insurance cost schedule by a  fraction,  the
          numerator  of which is the number of full  months  that
          the  coverage is in effect and the denominator of which
          is twelve (12).
     
     2.3
          
          "Insurer" means, with respect to a Participant's Policy, the
          insurance company issuing the insurance policy or group
          policy certificate on the Participant's life (or on the
          joint  lives  of the Participant and the  Participant's
          spouse) pursuant to the provisions of the Plan.
     
     2.4  "Participant" means an Employee who is participating in the
          Plan.
     
     2.5  "Participant Account" means, with respect to a Participant's
          Policy, a bookkeeping entry maintained by the Employer pursuant
          to Section 6 of the Plan, equal to the excess, if any, of the
          cash value of the Policy over the Employer Account.
     
     2.6  "Participant Premium" means, with respect to each Policy
          Year (or portion thereof) for a Participant, the greater of (1)
          the Participant's Insurance Cost; or (2) the one year term cost
          for the Policy Year (or portion thereof) determined based on the
          Participant's age at the beginning of the Policy Year, the
          Insurer's published one year term rates in effect at the
          beginning of the Policy Year, and the Participant's Coverage
          Amount under the Plan.  The one year term cost amount shall be
          determined pursuant to the guidelines set forth in Revenue Ruling
          66-110, 1966-1 C.B. 12, and Revenue Ruling 67-154, 1967-1 C.B.
          11,  and  shall be conclusively determined by the  Plan
          Administrator.
     
     2.7  "Permanent Policy" means a Participant's Policy having cash
          values which are projected to be sufficient to continue to
          provide  death benefit coverage at least equal  to  the
          Participant's Coverage Amount until the policy maturity date
          specified in the Participant's Policy (determined without regard
          to any Policy rider which extends the maturity date beyond the
          originally scheduled policy maturity date), and which is
          projected to have a cash accumulation value equal to at least
          ninety-five percent (95%) of the Policy Coverage Amount at the
          maturity date specified in such Policy, with no further premium
          payments, following a withdrawal by the Employer of all amounts
          to which it is entitled pursuant to Section 8.02e or Section
          8.03.  A determination as to whether a Policy is at a given time
          a Permanent Policy shall be made by the Plan Administrator, and
          shall be based on Policy projections provided by the Insurer or
          its agent utilizing the Policy's then current mortality rates and
          Policy expenses, and the following Policy interest crediting
          rates.  For the Policy Year of the Employer withdrawal made
          pursuant to Section 8.02e or Section 8.03, the projections shall
          reflect the actual Policy interest crediting rate in effect for
          such year (or, if such rate is not known when the determination
          is made, the actual rate in effect for the preceding Policy
          Year).  For each of the ten (10) succeeding Policy Years, the
          projections shall reflect that rate decreased ratably such that
          the rate in the tenth Policy Year following the Policy Year in
          which the Employer withdrawal occurs will be five percent (5%).
          For all successive Policy Years, the projections shall reflect a
          five  percent  (5%)  Policy  interest  crediting  rate.
          Notwithstanding the foregoing, if the actual Policy interest
          crediting rate in effect when the determination is made is less
          than five percent (5%), the projections shall reflect such lower
          rate for the Policy Year of the Employer withdrawal and all
          subsequent Policy Years.
     
     2.8  "Plan" means the BellSouth Split-Dollar Life Insurance Plan.
          Except as otherwise provided in Section 3.01, with respect to
          each Participant who participated in the BellSouth Corporation
          Executive Life Insurance Plan, the Plan shall be construed and
          interpreted as a restatement of the provisions of such plan, as
          amended; and, with respect to each Participant who participated
          in the BellSouth Corporation Senior Manager Life Insurance Plan,
          the Plan shall be construed and interpreted as a restatement of
          such plan, as amended.

      2.9  "Plan Administrator" means the Chief Executive Officer of
          BellSouth Corporation and any individual or committee he
          designates to act on his behalf with respect to any or all of his
          responsibilities hereunder; provided, the Board of Directors of
          BellSouth Corporation may designate any other person or committee
          to serve in lieu of the Chief Executive Officer as the Plan
          Administrator with respect to any or all of the administrative
          responsibilities hereunder.

     2.10 "Policy" means the life insurance coverage acquired on the
          life of the Participant (or on the joint lives of the Participant
          and the Participant's spouse) by the Participant or other Policy
          Owner, which may be issued as a separate insurance policy or a
          certificate under a group policy.

     2.11 "Policy Owner" means the Participant or that person or
          entity to whom the Participant has assigned his interest in the
          Policy.  In the case of a Replacement Policy issued to replace a
          Policy for which the Policy Owner is other than the Participant,
          the Policy Owner of the Replacement Policy shall be the same as
          the Policy Owner of the Policy being replaced, unless elected
          otherwise by such Policy Owner.

     2.12 "Policy Year" means the twelve month period (and each
          successive twelve month period) beginning on the effective date
          of the Agreement.

     2.13 "Premium Payment Years" means, with respect to a
          Participant's Policy, the number of consecutive Policy Years
          (including, for a Replacement Policy, the number of Policy Years
          during which the Replaced Policy was in force), beginning with
          the first Policy Year, during which the Employer is required to
          pay a Policy premium, as specified in the Participant's
          Agreement.

     2.14 "Replaced Policy" means a Policy which has been replaced by
          a Replacement Policy.  If a Participant's Policy has been
          replaced more than one time, then the term Replaced Policy shall
          include all prior Policies.

     2.15 "Replaced Policy Cash Value" means the cash value of the
          Replaced Policy on the Effective Date.
     2.16 "Replacement Policy" means a Policy issued to replace a
          Policy previously issued under the Plan.

     2.17 "Retirement" means a termination of the Participant's
          employment with the Employer under circumstances where the
          Participant is immediately eligible to receive pension benefits
          under the Supplemental Executive Retirement Plan (SERP)
          maintained by the Employer or one of its subsidiaries.

     2.18 "Single Life Coverage" means life insurance coverage on the
          life of the Participant.

     2.19 "Survivorship Coverage" means life insurance coverage on the
          lives of the Participant and the Participant's spouse, with the
          life insurance death benefit to be payable at the death of the
          last survivor of the Participant and the Participant's spouse.

     2.20 "Terminated for Cause" means, with respect to a Participant,
          the termination of the Participant's employment with the Employer
          due to: (i) fraud, misappropriation, embezzlement, or intentional
          material damage to the property or business of the Employer; (ii)
          commission of a felony involving moral turpitude of which the
          Participant is finally adjudicated guilty; or (iii) continuance
          of either willful and repeated failure or grossly negligent and
          repeated failure by the Participant to materially perform his
          duties.

3.   ELIGIBILITY
     
     3.01 General.  Each Employee with a Prior Plan Agreement  in
          effect on the day preceding the Effective Date shall be
          eligible to participate in the Plan, provided that  the
          Employee (and any other appropriate party, such as  the
          Employee's  spouse  or a Policy Owner  other  than  the
          Employee,  as  determined  by the  Plan  Administrator)
          executes an Agreement consenting to the terms  of  this
          Plan, as amended, and completes such other forms as the
          Plan   Administrator  shall  require.    Any   Employee
          eligible to participate who fails to execute (or secure
          execution of) an Agreement consenting to the  terms  of
          this Plan, as amended, by August 31, 1998, shall not be
          eligible for coverage under the Plan, but shall  remain
          subject  to  the  terms  and conditions  of  the  Prior
          Plan(s)  in  which  such Employee  participates  as  in
          effect  on  the  day preceding the Effective  Date,  as
          amended thereafter from time to time.
     
     3.02 Type  of  Coverage.   The type(s)  of  coverage  for  a
          Participant on the Effective Date shall be the  type(s)
          of coverage in place on the day preceding the Effective
          Date  pursuant to the Participant's Agreement(s)  under
          the  Prior Plan(s).  Provided, however, that the Policy
          Owner   may  make  a  one-time  election  to   exchange
          Survivorship  Coverage for Single Life Coverage  (equal
          to   fifty   percent   (50%)   of   the   Participant's
          Survivorship  Coverage Amount), or to  exchange  Single
          Life  Coverage for Survivorship Coverage (equal to  two
          hundred percent (200%) of the Participant's Single Life
          Coverage  Amount), subject to any proof of insurability
          required by the Insurer.  Such an election must be made
          by  August  31,  1998.   If  an  unmarried  Participant
          enrolls  for  Single  Life  Coverage  and  subsequently
          marries,  then,  subject to the approval  of  the  Plan
          Administrator, the Participant (or other Policy  Owner)
          shall  have  the right to make an election, exercisable
          no  later  than one hundred eighty (180) days following
          the  marriage,  to convert (subject  to  any  proof  of
          insurability required by the Insurer) the  Single  Life
          Coverage  to  Survivorship Coverage (with the  Coverage
          Amount  equal  to  two hundred percent  (200%)  of  the
          Single Life Coverage Amount).  If a married Participant
          enrolls  for  Survivorship  Coverage  and  subsequently
          divorces,  then, subject to the approval  of  the  Plan
          Administrator, the Participant (or other Policy  Owner)
          shall  have  the right to make an election, exercisable
          no  later  than one hundred eighty (180) days following
          the finalization of the divorce, to convert (subject to
          any  proof of insurability required by the Insurer) the
          Survivorship Coverage to Single Life Coverage (with the
          Coverage  Amount equal to fifty percent  (50%)  of  the
          Survivorship   Coverage  Amount).    Under   no   other
          circumstances  shall  a Participant  (or  other  Policy
          Owner) have any right to change an election as to  type
          of  coverage after the coverage becomes effective.  Any
          Insurer  charges  or  tax liability  resulting  from  a
          conversion shall be borne by the Participant  or  other
          Policy Owner.

4.   AMOUNT OF COVERAGE
     
     The  Coverage Amount for a Participant shall be  the  amount
     specified in the Participant's Agreement.

5.   PAYMENT OF PREMIUMS; PAYMENT OF CERTAIN TAXES
     
     5.01 Participant Premium Payments.  A Participant shall  pay
          the Participant Premium for each Policy Year which is a
          Premium  Payment Year for the Participant.  The  amount
          shall  be  paid by the Participant to the  Employer  by
          payroll  (or  retirement income)  deductions  of  equal
          installments during the Policy Year, or in  such  other
          manner   as   may  be  agreed  to  between   the   Plan
          Administrator and the Participant.  The Employer  shall
          pay  the Participant Premium amount to the Insurer, and
          can  do  so  as collected from the Participant  or  can
          advance  payments to the Insurer for a Policy  Year  at
          any  time  during the Policy Year or up to thirty  (30)
          days  in  advance of the Policy Year.  If a Participant
          terminates  employment  with  the  Employer,  and   the
          Employer  has  made  such  an advance  payment  of  the
          Participant  Premium to the Insurer, the  Employer  may
          withhold   any  uncollected  portion  of  the  advanced
          Participant  Premium  from any amount  payable  to  the
          Participant by the Employer to the extent permitted  by
          law.   Notwithstanding  the other  provisions  of  this
          paragraph,  no  Participant Premium shall  be  required
          with  respect to Survivorship Coverage after the  death
          of the Participant, and no Participant Premium shall be
          required   after   termination  of  the   Participant's
          Agreement pursuant to Section 8.01.
     
     5.02 Employer Premium Payments.  The Employer shall pay  the
          Employer  Premium  for  a Participant's  Policy  within
          thirty  (30) days of the beginning of each Policy  Year
          which  is  a Premium Payment Year. However, no Employer
          Premium  shall be required: (1) after the Participant's
          Agreement terminates pursuant to Section 8.01; or,  (2)
          for  a  Policy  Year  if  the Employer  withdrawal  and
          release  of  Assignment under Section 8.03  would  have
          occurred  at the end of the prior Policy year  but  for
          the  requirement in Section 8.03 that  the  Policy  not
          constitute a Modified Endowment Contract following such
          withdrawal.   Also,  if  the payment  of  the  Employer
          Premium for a Policy year would cause the Participant's
          Policy to constitute a Modified Endowment Contract  (as
          such  term is defined in Section 7702A of the  Internal
          Revenue  Code),  then the Employer Premium  amount  for
          such  Policy year shall be reduced to the largest  such
          amount  that can be paid without causing the Policy  to
          constitute a Modified Endowment Contract.  The Employer
          may,  but  shall  not be required to,  make  additional
          premium payments with respect to a Participant's Policy
          after the last Premium Payment Year.

          5.03 Additional Employer Payments.

                     a.    If,  during any year which  is  not  a
               Premium  Payment Year, participation in  the  Plan
               results  in  the  recognition of  income  for  tax
               purposes  by  the  Participant  for  the  economic
               benefit to the Participant as described in,  e.g.,
               Revenue Ruling 64-328, 1964-2 C.B.11, the Employer
               shall  pay to the Participant an amount determined
               by  the  Plan  Administrator which is designed  to
               approximate  the (1) sum of the total federal  and
               state  income  taxes and applicable payroll  taxes
               which  would be payable by the Participant at  the
               highest   marginal   rate   provided   for   under
               applicable  federal income tax laws,  and  at  the
               highest   marginal   rate   provided   for   under
               applicable state income tax laws for the state  of
               the  Participant's tax domicile, on the income  so
               recognized, plus (2) the total federal  and  state
               income  taxes and applicable payroll  taxes  which
               would be payable by the Participant on the payment
               described in clause (1).  Any payment to  be  made
               under  this subsection a. shall be made  no  later
               than  April  1 of the year following the  year  to
               which the payment relates.

                      b.     If,  with  respect  to  Survivorship
               Coverage  after  the  death  of  the  Participant,
               participation   in  the  Plan   results   in   the
               recognition  of  income for tax  purposes  by  the
               Participant's spouse or other Policy Owner for the
               economic  benefit to the Participant's  spouse  or
               other  Policy Owner as described in, e.g., Revenue
               Ruling  64-328, 1964-2 C.B.11, the Employer  shall
               pay  to  the Participant's spouse or other  Policy
               Owner   an   amount   determined   by   the   Plan
               Administrator which is designed to approximate the
               total  federal and state income taxes which  would
               be  payable by the Participant's spouse  or  other
               Policy Owner at the highest marginal rate provided
               for  under applicable federal income tax laws, and
               the  highest  marginal  rate  provided  for  under
               applicable state income tax laws for the state  of
               the  tax  domicile of the Participant's spouse  or
               other  Policy Owner, on the income so  recognized.
               Any  payment  to be made under this subsection  b.
               shall  be  made no later than April 1 of the  year
               following the year to which the payment relates.
          
          c.   If the termination of the Employer's interest in a
               Participant's Policy pursuant to Section  8.03  of
               the  Plan results in the recognition of income for
               tax  purposes  by  the Participant,  the  Employer
               shall  pay to the Participant an amount determined
               by  the  Plan  Administrator which is designed  to
               approximate  the  total federal and  state  income
               taxes which would be payable by the Participant at
               the  highest  marginal  rate  provided  for  under
               applicable  federal income tax laws,  and  at  the
               highest   marginal   rate   provided   for   under
               applicable state income tax laws for the state  of
               the  Participant's tax domicile,  attributable  to
               such  termination.   Such payment  shall  be  made
               immediately  following  the  termination  of   the
               Employer's interest in the Policy or, if later, at
               such  time as a determination is made that such  a
               tax is payable.
          
          d.   For purposes of this Section 5.03, a tax shall  be
               deemed   payable   or  income  shall   be   deemed
               recognized, if either (i) it is finally determined
               by  the  Internal  Revenue  Service,  or  (ii)  an
               opinion  is given by the Employer's counsel,  that
               the tax is payable.

                     e.   Any amount to be paid to a Participant,
               a  Participant's  spouse, or  other  Policy  Owner
               under this Section, and the amounts payable, shall
               be    conclusively   determined   by   the    Plan
               Administrator,  based on generally applicable  tax
               rates  and not based upon the unique tax situation
               of  each  Participant,  Participant's  spouse,  or
               other Policy Owner.

6.   ACCOUNTS
     With  respect  to each Policy covered by an  Agreement  made
     under  this  Plan,  the Employer shall maintain  bookkeeping
     entries  reflecting  the  Employer Account  and  Participant
     Account values.

7.   POLICY OWNERSHIP
     
     7.01 Ownership.  Except as otherwise provided in this  Plan,
          the  Policy Owner shall be the sole and exclusive owner
          of  a  Participant's Policy and shall  be  entitled  to
          exercise all of the rights of ownership including,  but
          not  limited to, the right to designate the beneficiary
          or  beneficiaries to receive payment of the portion  of
          the  death  benefit  under  the  Policy  equal  to  the
          Coverage  Amount, and the right to assign any  part  or
          all  of  the  Policy  Owner's interest  in  the  Policy
          (subject  to  the  Employer's  rights,  the  terms  and
          conditions of the Assignment specified in Section  7.02
          of the Plan, and the terms and conditions of this Plan)
          to  any person, entity or trust by the execution  of  a
          written instrument delivered to the Employer.
     
     7.02 Employer's  Rights.   In exchange  for  the  Employer's
          agreement to pay the amounts described in Sections 5.02
          and  5.03 of this Plan, the Policy Owner shall  execute
          an Assignment to the Employer of the rights provided to
          the  Employer under this Plan.  The Employer shall have
          the right to direct the Policy Owner in writing to take
          any  action required consistent with these rights,  and
          upon  the  receipt of such written direction  from  the
          Employer,  the  Policy Owner shall promptly  take  such
          action  as  is  necessary  to  comply  therewith.   The
          Employer  agrees that it shall not exercise any  rights
          assigned to it in the Assignment in any way that  might
          impair  or defeat the rights and interest of the Policy
          Owner  under  this Plan.  The Employer shall  have  the
          right to assign any part or all of its interest in  the
          Policy  (subject to the Policy Owner's rights  and  the
          terms  and  conditions  of this Plan)  to  any  person,
          entity   or  trust  by  the  execution  of  a   written
          instrument delivered to the Policy Owner.
     
     7.03 Possession   of  Policy.   The  Employer   shall   keep
          possession of the Policy.  The Employer agrees to  make
          the  Policy  available to the Policy Owner  or  to  the
          Insurer from time to time for the purposes of endorsing
          or  filing  any change of beneficiary on the Policy  or
          exercising any other rights as the owner of the Policy,
          but  the  Policy  shall promptly  be  returned  to  the
          Employer.
     
     7.04 Policy   Loans.    Except  as  otherwise   specifically
          provided  for  in Section 8 of this Plan,  neither  the
          Employer  nor the Policy Owner may borrow  against  the
          Policy cash values.
     
     7.05 Withdrawals   and  Surrender.   Except   as   otherwise
          specifically  provided for in Section 8 of  this  Plan,
          neither  the Employer nor the Policy Owner may withdraw
          Policy cash values or surrender all or a portion of the
          Policy.   Provided,  however, that  a  cancellation  or
          exchange  of a Replaced Policy in connection  with  the
          acquisition of a Replacement Policy shall not be deemed
          a withdrawal from or surrender of the Replaced Policy.

8.   TERMINATION OF AGREEMENT
     
     8.01 Termination Events.  Notwithstanding anything herein to
          the  contrary,  the  Participant's Agreement,  and  the
          Employer's  obligation to pay premiums with respect  to
          the  Participant's  Policy  acquired  pursuant  to  the
          Agreement, shall terminate upon the first to  occur  of
          any of the following events:
          
          a.   Termination of employment of the Participant  with
               the  Employer prior to the Participant's death for
               reasons other than Retirement or Disability.
          
          b.   Termination  of  the  Participant's  Agreement  by
               mutual  agreement  of  the  Participant  and   the
               Employer.
          
          c.   A   unilateral  election  by  the  Participant  to
               terminate  the Participant's Agreement;  provided,
               however,  that such an election may be made  by  a
               Participant only within sixty (60) days  following
               the  end of the last Premium Payment Year for  the
               Participant's Policy.
          
          d.   The   written  notice  by  the  Employer  to   the
               Participant following a resolution by the Board of
               Directors  of  BellSouth Corporation to  terminate
               this Plan and all Agreements made under the Plan.
          
          e.   As  to Single Life Coverage only, the death of the
               Participant.
          
          f.   As to Survivorship Coverage only, the death of the
               last   survivor   of  the  Participant   and   the
               Participant's spouse.
          
          g.   After  the  release  of  Assignment  pursuant   to
               Section 8.03.
     
     8.02 Disposition of Policy
          
          a.   In  the  event of a termination of a Participant's
               Agreement  under Section 8.01a or b of  the  Plan,
               the  Policy Owner shall be entitled to acquire the
               Employer's  rights under the Participant's  Policy
               by  paying to the Employer an amount equal to  the
               Employer Account; alternatively, the Policy  Owner
               can require the Employer to withdraw a portion  of
               the  cash  values  from the Participant's  Policy,
               partially  surrender  the  Policy,  or  borrow   a
               portion  of the cash values from the Participant's
               Policy,  with  the amount to be specified  by  the
               Policy  Owner,  and  the Policy  Owner's  required
               payment  to the Employer under this Section  shall
               thereby  be  reduced  to an amount  equal  to  the
               excess  of  the Employer Account over  the  amount
               withdrawn,  received  upon partial  surrender,  or
               borrowed by the Employer (for these purposes,  the
               amount withdrawn, received upon partial surrender,
               or  borrowed  shall refer to the  amount  actually
               received by the Employer after the application  of
               any charges, such as surrender charges, applicable
               to   the   withdrawal,   partial   surrender,   or
               borrowing).   The Policy Owner may  exercise  this
               right  to acquire the Employer's interest  in  the
               Policy  by so notifying the Employer within ninety
               (90)  days  after  an event of  termination  under
               Section  8.01a  or  b of this Plan  has  occurred.
               Within  thirty  (30) days after  receipt  of  such
               notice,  the  Employer  shall  make  any  required
               withdrawal, partial surrender, or policy loan  and
               the  Policy  Owner  shall  pay  the  Employer  the
               applicable  payment,  if  any.  Upon  receipt   of
               payment  from  the  Policy Owner,  or  immediately
               following  the  withdrawal, partial surrender,  or
               policy  loan  if  no  payment  is  required,   the
               Employer  shall  release the  Assignment  and  the
               Policy  Owner  shall have all rights,  title,  and
               interest in the Policy free of all provisions  and
               restrictions of the Assignment, the Agreement  and
               this Plan.
          
          b.   Notwithstanding the provisions of  Section  8.02a,
               if  the Participant is Terminated for Cause by the
               Employer,  then  the Policy Owner  shall  have  no
               right  to acquire the Employer's interest  in  the
               Policy.
          
          c.   If the Policy Owner fails to exercise his right to
               acquire  the  Employer's interest  in  the  Policy
               pursuant  to  Section 8.02a or is  precluded  from
               exercising  such right pursuant to Section  8.02b,
               the  Policy  Owner  shall transfer  title  to  the
               Policy to the Employer, free of all provisions and
               restrictions  of the Assignment, the Participant's
               Agreement and this Plan.
          
          d.   In  the  event of a termination of a Participant's
               Agreement  pursuant to the Participant's  election
               under  Section  8.01c, the Employer shall  receive
               from  the Participant's Policy an amount equal  to
               the  Employer  Account, with  such  amount  to  be
               received  through a withdrawal, partial surrender,
               policy  loan,  or  some  combination  thereof,  as
               determined    by   the   Employer.     Immediately
               thereafter,   the  Employer  shall   release   the
               Assignment  and  the Policy Owner shall  have  all
               rights,  title and interest in the Policy free  of
               all provisions and restrictions of the Assignment,
               the Participant's Agreement, and this Plan.
          
          e.   Notwithstanding the provisions of Section 2.08  to
               the  contrary, in the event of a termination of  a
               Participant's Agreement under Section 8.01d, prior
               to  the  application of Section 8.02, the Employer
               Account shall be reduced to an amount equal to the
               excess,  if any, of the cash values of the  Policy
               over  the amount of cash value necessary in  order
               for  such  Policy  to  immediately  qualify  as  a
               Permanent  Policy after withdrawal of such  excess
               amount.   The  Employer  shall  receive  from  the
               Policy  the  reduced Employer Account  value  and,
               with   such  amount  to  be  received  through   a
               withdrawal,  partial surrender,  policy  loan,  or
               some  combination  thereof, as determined  by  the
               Employer,  and shall, within thirty (30)  days  of
               the  Plan termination, release the Assignment  and
               the Policy Owner shall have all rights, title, and
               interest in the Policy free of all provisions  and
               restrictions of the Assignment, the Agreement  and
               this Plan.
     
     8.03 Release of Assignment.  At the end of each Policy  Year
          for  a  Participant's  Policy, the  Plan  Administrator
          shall determine whether a withdrawal from the Policy by
          the  Employer  of  an  amount  equal  to  the  Employer
          Account,  and a release of the Assignment, shall  occur
          with   respect  to  the  Participant's  Policy.    Such
          withdrawal and release shall be made within ninety (90)
          days  after the end of the first Policy Year as of  the
          end  of  which:  (1)  the  Participant's  Policy  would
          qualify as a Permanent Policy following such withdrawal
          by  the  Employer;  and, (2) the  Participant's  Policy
          would not constitute a Modified Endowment Contract  (as
          such  term is defined in Section 7702A of the  Internal
          Revenue  Code) following such withdrawal.  The Employer
          withdrawal  shall be made though a withdrawal,  partial
          surrender, or policy loan, or some combination thereof,
          as   determined  by  the  Employer.  Immediately  after
          receiving  the  proceeds  of  the  withdrawal,  partial
          surrender,  or policy loan, the Employer shall  release
          the  Assignment  and the Policy Owner  shall  have  all
          rights,  title and interest in the Policy free  of  all
          provisions  and  restrictions of  the  Assignment,  the
          Participant's Agreement and this Plan.
     
     8.04 Allocation  of  Death Benefit.   In  the   event  of  a
          termination under Section 8.01e or 8.01f of  the  Plan,
          the  death benefit under the Participant's Policy shall
          be divided as follows:
          
          a.   The  beneficiary or beneficiaries  of  the  Policy
               Owner shall be entitled to receive an amount equal
               to the Coverage Amount.
          
          b.   The  Employer  shall be entitled  to  receive  the
               balance of the death benefit.
     
     8.05 Employer   Undertakings.   Upon  the   death   of   the
          Participant (or, in the case of Survivorship  Coverage,
          the  death of the last survivor of the Participant  and
          the   Participant's  spouse)  while  the  Participant's
          Agreement is in force, the Employer agrees to take such
          action  as may be necessary to obtain payment from  the
          Insurer  of  the  death benefit to  the  beneficiaries,
          including,  but not limited to, providing  the  Insurer
          with  an  affidavit  as  to the  amount  to  which  the
          Employer is entitled under the Agreement and this Plan.

9.   GOVERNING LAWS AND NOTICES
     
     9.01 Governing  Law.   This Plan shall be  governed  by  and
          construed in accordance with the laws of the  State  of
          Georgia.
     
     9.02 Notices  All notices hereunder shall be in writing  and
          sent  by  first class mail with postage  prepaid.   Any
          notice  to the Employer shall be addressed to BellSouth
          Corporation  at  its office at 1155  Peachtree  Street,
          N.E.,   Atlanta,   GA  30367-6000,  ATTENTION:    Human
          Resources-Director Executive Benefits.  Any  notice  to
          the  Employee shall be addressed to the Employee at the
          address  following  such  party's  signature   on   his
          Agreement.  Any party may change the address  for  such
          party  herein set forth by giving notice of such change
          to the other parties pursuant to this Section.

10.  NOT A CONTRACT OF EMPLOYMENT

     This Plan and any Agreement executed hereunder shall not  be
     deemed  to  constitute a contract of employment  between  an
     Employee and the Employer or a Participant and the Employer,
     nor  shall any provision restrict the right of the  Employer
     to  discharge  an Employee or Participant, or  restrict  the
     right of an Employee or Participant to terminate employment.

11.  AMENDMENT,  TERMINATION,  ADMINISTRATION,  CONSTRUCTION  AND
     SUCCESSORS
     
     11.01      Amendment.   The Board of Directors of  BellSouth
          Corporation, or its delegate, shall have the  right  it
          its  sole discretion, to amend the Plan in whole or  in
          part  at  any time and from time to time.  In addition,
          the  Plan  Administrator shall have the right,  in  its
          sole discretion, to amend the Plan at any time and from
          time  to  time so long as such amendment is  not  of  a
          material  nature.   Notwithstanding the  foregoing,  no
          modification or amendment shall be effective so  as  to
          decrease  any  benefits  of a  Participant  unless  the
          Participant consents in writing to such modification or
          amendment.  Written notice of any material modification
          or   amendment   shall  be  given  promptly   to   each
          Participant.
     
     11.02      Termination.  The Board of Directors of BellSouth
          Corporation may terminate the Plan without the  consent
          of  the  Participants or Employees.  Provided, however,
          in  the  event  of  a termination of the  Plan  by  the
          Employer,  the  Participants  will  have  those  rights
          specified in Section 8.02e of the Plan.
     
     11.03      Interpretation.   As  to the  provisions  of  the
          Assignment, the Agreement and the Plan, the  provisions
          of  the  Assignment  shall  control.   As  between  the
          Agreement and the Plan, the provisions of the Agreement
          shall control.
     
     11.04     Successors.  The terms and conditions of this Plan
          shall  enure  to the benefit of and bind the  Employer,
          the   Participant,  their  successors,  assignees,  and
          representatives.  If, subsequent to the Effective  Date
          of  the  Plan, substantially all of the stock or assets
          of  the Employer are acquired by another corporation or
          entity   or  if  the  Employer  is  merged   into,   or
          consolidated with, another corporation or entity,  then
          the  obligations created hereunder shall be obligations
          of the acquirer or successor corporation or entity.

12.  PLAN ADMINISTRATION

          12.01       Individual  Administrator.   If  the   Plan
          Administrator is an individual, he shall act and record
          his   actions   in  writing.   Any  matter   concerning
          specifically  such individual's own benefit  or  rights
          hereunder shall be determined by the Board of Directors
          of BellSouth Corporation or its delegate.

          12.02       Administrative  Committee.   If  the   Plan
          Administrator is a committee, or if any of  the  duties
          or  responsibilities  of  the  Plan  Administrator  are
          vested in a committee, action of the Plan Administrator
          may  be  taken  with or without a meeting of  committee
          members; provided, action shall be taken only upon  the
          vote  or other affirmative expression of a majority  of
          the committee members qualified to vote with respect to
          such  action.   If  a  member of  the  committee  is  a
          Participant,  he shall not participate in any  decision
          which  solely affects his own benefit under  the  Plan.
          For  purposes  of  administering  the  Plan,  the  Plan
          Administrator shall choose a secretary who  shall  keep
          minutes  of the committee's proceedings and all records
          and  documents pertaining to the administration of  the
          Plan.   The  secretary may execute any  certificate  or
          other   written  direction  on  behalf  of   the   Plan
          Administrator.

          12.03      Rights and Duties of the Plan Administrator.
          The  Plan  Administrator shall administer the Plan  and
          shall  have  all  powers necessary to  accomplish  that
          purpose, including (but not limited to) the following:

                a.    to  construe, interpret and administer  the
          Plan;
                     b.    to make determinations required by the
               Plan,    and   to   maintain   records   regarding
               Participants' benefits hereunder;
                     c.    to compute and certify the amount  and
               kinds of benefits payable to Participants, and  to
               determine  the  time  and  manner  in  which  such
               benefits are to be paid;
                     d.   to authorize all disbursements pursuant
               to the Plan;
                    e.   to maintain all the necessary records of
               the administration of the Plan;
                     f.    to  make  and publish such  rules  and
               procedures for the regulation of the Plan  as  are
               not inconsistent with the terms hereof;
                     g.    to  designate to other individuals  or
               entities from time to time the performance of  any
               of its duties or responsibilities hereunder; and
                     h.   to hire agents, accountants, actuaries,
               consultants  and  legal  counsel  to   assist   in
               operating ad administering the Plan.

                The  Plan  Administrator shall have the exclusive
          right to construe and interpret the Plan, to decide all
          questions  of eligibility for benefits and to determine
          the  amount  of  benefits, and its  decisions  on  such
          matters shall be final and conclusive on all parties.

          12.04      Bond;  Compensation.  The Plan Administrator
          and  (if  applicable) its members shall serve  as  such
          without  bond  and  without compensation  for  services
          hereunder.

13.  CLAIMS PROCEDURE
     
     13.01     Named Fiduciary.  The Plan Administrator is hereby
          designated as the named fiduciary under this Plan.
     
     13.02      Claims  Procedures.   Any  controversy  or  claim
          arising out of or relating to this Plan shall be  filed
          with  the  Plan  Administrator  which  shall  make  all
          determinations concerning such claim.  Any decision  by
          the  Plan Administrator denying such claim shall be  in
          writing  and  shall  be delivered  to  all  parties  in
          interest  in  accordance with the notice provisions  of
          Section 9.02 hereof.  Such decision shall set forth the
          reasons   for  denial  in  plain  language.   Pertinent
          provisions  of  the  Plan shall  be  cited  and,  where
          appropriate, an explanation as to how the Employee  can
          perfect  the  claim will be provided.  This  notice  of
          denial  of benefits will be provided within 90 days  of
          the  Plan  Administrator's receipt  of  the  Employee's
          claim for benefits.  If the Plan Administrator fails to
          notify  the  Employee  of  its decision  regarding  the
          claim,  the claim shall be considered denied,  and  the
          Employee  shall then be permitted to proceed  with  the
          appeal as provided in this Section.
     
          An Employee who has been completely or partially denied
          a  benefit  shall be entitled to appeal this denial  of
          his/her  claim by filing a written statement of his/her
          position  with  the Plan Administrator  no  later  than
          sixty   (60)   days  after  receipt  of   the   written
          notification   of   such  claim   denial.    The   Plan
          Administrator shall schedule an opportunity for a  full
          and fair review of the issue within thirty (30) days of
          receipt  of  the appeal.  The decision on review  shall
          set  forth specific reasons for the decision, and shall
          cite   specific   references  to  the  pertinent   Plan
          provisions on which the decision is based.
     
          Following  the  review  of any  additional  information
          submitted  by the Employee, either through the  hearing
          process  or  otherwise,  the Plan  Administrator  shall
          render a decision on the review of the denied claim  in
          the following manner:
          
          a.   The  Plan  Administrator shall make  its  decision
               regarding the merits of the denied claim within 60
               days  following receipt of the request for  review
               (or  within 120 days after such receipt, in a case
               where  there  are special circumstances  requiring
               extension  of  time  for  reviewing  the  appealed
               claim).  The Plan Administrator shall deliver  the
               decision  to  the  claimant  in  writing.   If  an
               extension of time for reviewing the appealed claim
               is  required  because  of  special  circumstances,
               written notice of the extension shall be furnished
               to  the Employee prior to the commencement of  the
               extension.   If  the decision  on  review  is  not
               furnished  within the prescribed time,  the  claim
               shall be deemed denied on review.

               b.   The decision on review shall set forth
               specific reasons for the decision, and shall cite
               specific references to the pertinent Plan
               provisions on which the decision is based.


                           Exhibit "A"
           BellSouth Split-Dollar Life Insurance Plan
                            Agreement
This  Agreement is made effective as of January 1, 1998,  by  and
between    the   Employer   and   _______________________    (the
"Participant").
WHEREAS,  the Employer and the Participant executed an  agreement
(the   "Prior   Agreement")  under  the  [BellSouth   Corporation
Executive  Life  Insurance  Plan] [BellSouth  Corporation  Senior
Manager Life Insurance Plan] (the "Prior Plan"); and
WHEREAS,  the  Prior Plan has been amended and  restated  as  the
BellSouth Split-Dollar Life Insurance Plan (the "Plan"); and
WHEREAS,  in exchange for coverage under the Plan as amended  and
restated, the Participant consents and agrees to the terms of the
Plan, as amended and restated;
NOW, THEREFORE, in consideration of the promises contained herein
and  for  other good and valuable consideration, the receipt  and
sufficiency  of which are hereby acknowledged, the  Employer  and
the Participant hereby mutually covenant and agree as follows:

1.   This Agreement shall constitute an amendment and restatement
     of the Prior Agreement and, as of the effective date of this
     Agreement,  the  Prior  Plan and Prior  Agreement  shall  be
     terminated and replaced by the Plan and this Agreement.

2.   The  Policy  subject  to  this Agreement  is  Policy  number
     ______________,  issued  by Pacific Life  Insurance  Company
     (the  "Replacement  Policy"), which  replaces  the  Replaced
     Policy.   As  of  the effective date of this  Agreement,  no
     further  benefits  will be provided to  the  Participant  or
     Employer under the Replaced Policy, and such Policy will  be
     canceled.

3.   The Replaced Policy Cash Value shall be transferred directly
     to  the Replacement Policy as of the effective date of  this
     Agreement.

4.   The  Coverage Amount shall be $ __________ of [Single  Life]
     [Survivorship] Coverage.

5.   The  Premium  Payment  Years shall  be  _______  consecutive
     Policy Years.

6.   For  each Policy Year beginning after 1998, the total Policy
     premium for each year which is a Premium Payment Year  shall
     be  $__________, and the Employer Premium shall  equal  such
     total  Policy  premium  reduced by the  Participant  Premium
     payable by the Participant for such Policy Year.

7.   The  Policy  Owner for the Replacement Policy shall  be  the
     same as the Policy Owner for the Replaced Policy.

8.   The  Participant  agrees  to  pay  the  Participant  Premium
     contribution  as  specified in the  Plan,  and  consents  to
     paying  such amount to the Employer through regular  payroll
     (or retirement income) deductions.

9.   The  Participant has read and understands the provisions  of
     the  Plan,  and agrees that all of the terms and  conditions
     specified  in the Plan are hereby incorporated by  reference
     herein and form a part of this Agreement.

10.  Subject  to the terms of the Plan, this Agreement shall  not
     be  amended or modified without the written consent  of  the
     Participant and the Employer.

11.  This Agreement shall be governed by the laws of the State of
     Georgia.


Date                       For the Employer
                           
                           
                           
Date                       Signature of Participant
                           
                           
                           
                           
                           Address of Participant


                           Exhibit "B"
           BellSouth Split-Dollar Life Insurance Plan
                           Assignment


This Assignment is made by the undersigned Policy Owner effective
January 1, 1998.

Definitions:


                   
Assignee:          BellSouth Corporation
                   
Participant:       
                   
Policy Owner:      
                   
Insured(s):        
                   
                   
                   
Insurer:           Pacific Life Insurance Company
                   
Policy:            Policy #                                issued
                   by the Insurer.
                   
Replaced Policy:   Policy #                                issued
                   by the Insurer.
                   
Split-Dollar Life  That   certain   Agreement  executed   to   be
Insurance Plan     effective on
Agreement          January  1, 1998, between the Participant  and
(the               the Assignee.
"Agreement"):
                   
Coverage Amount:   That  portion  of  the death benefit  coverage
                   under      the      Policy      equal       to
                   $___________________.
                   
                   
Recitals:

1.   The  benefits provided to the Policy Owner under the  Policy
     replace those previously provided under the Replaced Policy.

2.   Under  the Agreement, the Assignee has agreed to assist  the
     Policy Owner in the payment of premiums on the Policy issued
     by the Insurer.
3.   In  consideration of such premium payments by the  Assignee,
     the  undersigned Policy Owner intends to grant the  Assignee
     certain limited interests in the Policy.
THEREFORE, for value received, it is agreed:
1.   Assignment.     The Policy Owner hereby assigns,  transfers,
     and  sets  over to the Assignee, its successors and assigns,
     the  following specific rights in the Policy and subject  to
     the following terms and conditions:
     
     a.   the  sole  right to make withdrawals or borrow  against
          the  cash  value of the Policy, as provided in Sections
          8.02a, 8.02d, 8.02e and 8.03 of the Plan;
     
     b.   the right to receive from the Insurer upon the death of
          the Insured(s) the proceeds of the Policy in excess  of
          the Coverage Amount;
     
     c.   the  sole  right to surrender all or a portion  of  the
          Policy  and  receive the surrender  value  thereof,  as
          provided  in Sections 8.02a, 8.02d, 8.02e and  8.03  of
          the Plan.

2.   Retained Rights.  Except as expressly provided in Section 1,
     the  Policy  Owner  retains  all  rights  under  the  Policy
     including but not limited to:
     
     a.   the right to designate and change the beneficiary; and
     
     b.   the  right  to  elect any optional mode  of  settlement
          permitted by the Policy or Insurer, subject only to the
          Assignee's right in Section 1.(b).

3.   Authorization.   For  purposes of  Sections  1  and  2,  the
     signature  of either the Assignee or the Policy Owner  shall
     be  sufficient.   Both  the Assignee and  the  Policy  Owner
     acknowledge that between themselves, they are bound  by  the
     limitations  of  this Assignment and that the  Insurer  will
     recognize the signature of either.

4.   Insurer.  The Insurer is hereby authorized to recognize, and
     is fully protected in recognizing the claims of the Assignee
     to  rights hereunder, without investigating the reasons  for
     such  action by the Assignee, or the validity or the  amount
     of  such  claims, nor giving notice to the Policy  Owner  of
     such  claims of rights or interest to exercise such  rights.
     Insurer reserves the right to require signatures of both the
     Assignee  and  the  Policy Owner  to  exercise  any  or  all
     ownership rights, as is their normal procedure.

5.   Death Proceeds.  The Insurer shall pay to the Assignee  that
     portion  of  the  death  benefit to which  it  is  entitled.
     Payment  by the Insurer of any or all of the death  proceeds
     to  the Assignee in reliance upon a signed authorization  by
     any  officer  of  the  Assignee as to  the  share  of  death
     proceeds due it shall be a full discharge of the Insurer for
     such share and shall be binding on all parties claiming  any
     interest in the Policy.

6.   Release  of  Assignment.  Upon payment to  the  Assignee  of
     those  amounts  due to it under the terms of the  Agreement,
     the  Assignee  shall  execute  a  written  release  of  this
     Assignment  to  the Insurer who may then  treat  the  Policy
     Owner  of  the  Policy  as the sole  Policy  Owner  for  all
     purposes.

7.   Assignment  Controls.  In the event of any conflict  between
     the  provisions  of  this Assignment and provisions  of  the
     Agreement with respect to the Policy or rights of collateral
     assignment therein, the provisions of this Assignment  shall
     prevail.

8.   Cancellation  of Replaced Policy.  The Policy  Owner  agrees
     that no further benefits will be provided under the Replaced
     Policy, and that benefits provided under the Policy  are  in
     lieu  of the benefits previously provided under the Replaced
     Policy.



IN   TESTIMONY  WHEREOF,  the  Policy  Owner  has  executed  this
Assignment to be effective January 1, 1998.
                                
                                
                                Signature of Policy Owner

                                
                                
                                
                                
                                Date