EXHIBIT 11
                    BellSouth Corporation
              Computation of Earnings Per Share

                 For the Three Month    For the Nine Month
                    Periods Ended         Periods Ended
                    September 30,         September 30,
                   1995       1994       1995        1994
Earnings Per Common Share:
                                                  
Income Before                                     
 Extraordinary                                    
 Losses           $558.5     $499.5   $1,662.5    $1,601.3
Extraordinary                                     
Loss for                                          
Discontinuance                                    
of Statement                                      
of Financial                                      
Accounting                                        
Standards No.                                     
71, net of tax       ---        ---   (2,717.7)        ---
Extraordinary                                     
Loss on Early                                     
Extinguishment                                    
of Debt, net                                      
of tax               ---        ---      (15.8)        ---
Net Income                                        
(Loss)             558.5      499.5   (1,071.0)    1,601.3
                                                  
Weighted                                          
average shares                                    
outstanding        993.1      992.4      992.8       992.3
Earnings Per                                      
Common Share                                      
Before                                            
Extraordinary                                     
Losses              $.56       $.50      $1.67       $1.61
Extraordinary                                     
Loss for                                          
Discontinuance                                    
of Statement                                      
of Financial                                      
Accounting                                        
Standards No.                                     
71, net of tax       ---        ---      (2.73)        ---
Extraordinary                                     
Loss on Early                                     
Extinguishment                                    
of Debt, net                                      
of tax               ---        ---      (0.02)        ---
Earnings                                          
(Loss) Per                                        
Common Share         .56        .50      (1.08)       1.61
                                                  
                                                  EXHIBIT 11
                    BellSouth Corporation
        Computation of Earnings Per Share (continued)
                              
                 For the Three Month    For the Nine Month
                    Periods Ended         Periods Ended
                    September 30,         September 30,
                   1995       1994       1995        1994
Primary Earnings Per Common Share:
                                                  
Income Before                                     
 Extraordinary                                    
 Losses           $558.5     $499.5   $1,662.5    $1,601.3
Extraordinary                                     
Loss for                                          
Discontinuance                                    
of Statement                                      
of Financial                                      
Accounting                                        
Standards No.                                     
71, net of tax       ---        ---   (2,717.7)        ---
Extraordinary                                     
Loss on Early                                     
Extinguishment                                    
of Debt, net                                      
of tax               ---        ---      (15.8)        ---
Net Income                                        
(Loss)             558.5      499.5   (1,071.0)    1,601.3
                                                  
Weighted                                          
average shares                                    
outstanding        993.1      992.4      992.8       992.3
                                                  
Incremental                                       
shares from                                       
assumed                                           
exercise of                                       
stock options                                     
and payment of                                    
performance                                       
share awards         1.5        1.1        1.6         1.0
                                                  
Total Shares       994.6      993.5      994.4       993.3
                                                  
Earnings Per                                      
Common Share                                      
Before                                            
Extraordinary                                     
Losses              $.56       $.50      $1.67       $1.61
Extraordinary                                     
Loss for                                          
Discontinuance                                    
of Statement                                      
of Financial                                      
Accounting                                        
Standards No.                                     
71, net of tax       ---        ---      (2.73)        ---
Extraordinary                                     
Loss on Early                                     
Extinguishment                                    
of Debt, net                                      
of tax               ---        ---      (0.02)        ---
Earnings                                          
(Loss) Per                                        
Common Share         .56        .50      (1.08)       1.61
                                                  
                                                  
                              
                              
                                                  EXHIBIT 11
                    BellSouth Corporation
        Computation of Earnings Per Share (continued)
                              
                 For the Three Month    For the Nine Month
                    Periods Ended         Periods Ended
                    September 30,         September 30,
                   1995       1994       1995        1994
Fully Diluted Earnings Per Common Share:
                                                  
Income Before                                     
 Extraordinary                                    
 Losses           $558.5     $499.5   $1,662.5    $1,601.3
Extraordinary                                     
Loss for                                          
Discontinuance                                    
of Statement                                      
of Financial                                      
Accounting                                        
Standards No.                                     
71, net of tax       ---        ---   (2,717.7)        ---
Extraordinary                                     
Loss on Early                                     
Extinguishment                                    
of Debt, net                                      
of tax               ---        ---      (15.8)        ---
Net Income                                        
(Loss)             558.5      499.5   (1,071.0)    1,601.3
                                                  
Weighted                                          
average shares                                    
outstanding        993.1      992.4      992.8       992.3
                                                  
Incremental                                       
shares from                                       
assumed                                           
exercise of                                       
stock options                                     
and payment of                                    
performance                                       
share awards         2.0        1.1        2.1         1.0
                                                  
Total Shares       995.1      993.5      994.9       993.3
                                                  
Earnings Per                                      
Common Share                                      
Before                                            
Extraordinary                                     
Losses              $.56       $.50      $1.67       $1.61
Extraordinary                                     
Loss for                                          
Discontinuance                                    
of Statement                                      
of Financial                                      
Accounting                                        
Standards No.                                     
71, net of tax       ---        ---      (2.73)        ---
Extraordinary                                     
Loss on Early                                     
Extinguishment                                    
of Debt, net                                      
of tax               ---        ---      (0.02)        ---
Earnings                                          
(Loss) Per                                        
Common Share         .56        .50      (1.08)       1.61