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 September 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 1-8607
                              
                              
                              
                              
                              
                    BELLSOUTH CORPORATION
   (Exact name of registrant as specified in its charter)
                              
                              
           Georgia                       58-153343
      (State of Incorporation)          (I.R.S. Employer
                                  Identification Number)
                              
                              
 1155 Peachtree Street, N. E., Atlanta, Georgia  30309-3610
  (Address of principal executive offices)       (Zip Code)
                              
         Registrant's telephone number 404 249-2000

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 ___
                              
At October 31, 1996, a total of 993,425,212 common shares were
outstanding.

                      Table of Contents                        
                               
                                                               
Item                                                         Page
                            Part I                        
 1.  Financial Statements                                      3
         Consolidated Statements of Income                     3
         Consolidated Balance Sheets                           5
         Consolidated Statements of Cash Flows                 6
         Notes to Consolidated Financial Statements            7
         Selected Operating Data                              10
                                                               
 2.  Management's Discussion and Analysis of Results of        
     Operations and Financial Condition                       12
        Results of Operations                                 13
            Volumes of Business                               13
            Operating Revenues                                15
            Operating Expenses                                16
            Other Income Statement Items                      18
        Financial Condition                                   19
        Regulatory Developments and Competition               20
            Federal Developments                              20
            State Developments                                21
        Business Developments                                 22
                                                               
                                                               
                                                               
                           Part II                             
 6.  Exhibits and Reports on Form 8-K                         23
                                                               
                                                               
                PART I - FINANCIAL INFORMATION
                              
                    BELLSOUTH CORPORATION
              CONSOLIDATED STATEMENTS OF INCOME
                         (Unaudited)
           (In Millions, Except Per Share Amounts)


                              For the Three Months    For the Nine Months
                               Ended September 30,    Ended September 30,
                                 1996       1995        1996       1995
Operating Revenues:                                              
Network and related services:                                    
Local service                 $  2,061    $ 1,857    $  6,012    $ 5,419
Interstate access                  892        805       2,672      2,406
Intrastate access                  207        230         627        683
Toll                               195        220         600        767
Wireless communications            723        665       2,039      1,888
Directory advertising and                                        
  publishing                       415        366       1,100      1,108
Other services                     336        289         940        850
Total Operating Revenues         4,829      4,432      13,990     13,121
                                                                 
Operating Expenses:                                              
Cost of services and                                             
  products                       1,516      1,542       4,483      4,530
Depreciation and                                                 
  amortization                     940        874       2,760      2,568
Selling, general and                                             
 administrative                  1,172        958       3,175      2,774
Total Operating Expenses         3,628      3,374      10,418      9,872
                                                                 
Operating Income                 1,201      1,058       3,572      3,249
                                                                 
Interest Expense                   177        172         531        532
Gain on Sale of Paging                                           
  Business                          --         --         442         --
Other Income, net                   32         53          84         51
                                                                 
Income Before Income Taxes                                       
  and Extraordinary Losses       1,056        939       3,567      2,768
Provision for Income Taxes         425        380       1,337      1,105
                                                                 
Income Before Extraordinary                                      
  Losses                           631        559       2,230      1,663
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)             $    631    $   559    $  2,230    $(1,071)

                    BELLSOUTH CORPORATION
        CONSOLIDATED STATEMENTS OF INCOME (Continued)
                         (Unaudited)
           (In Millions, Except Per Share Amounts)


                              For the Three Months    For the Nine Months
                               Ended September 30,    Ended September 30,
                                 1996       1995        1996       1995
Weighted Average Common                                          
 Shares Outstanding              994         993        994         993
Dividends Declared Per Common                                    
 Share                        $  .36      $  .36     $ 1.08      $ 1.05
Earnings (Loss) Per Share:                                       
Income Before Extraordinary                                      
  Losses                      $  .63      $  .56     $ 2.24      $ 1.67
Extraordinary Loss for                                           
  Discontinuance of SFAS No.                                     
  71, net of tax                  --          --         --       (2.73)
Extraordinary Loss on Early                                      
  Extinguishment of Debt, net                                    
  of tax                          --          --         --        (.02)
Earnings (Loss) Per Share     $  .63      $  .56     $ 2.24      $(1.08)
                                                                 
The accompanying notes are an integral part of these financial statements.
                                                                 
                              
                    BELLSOUTH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
           (In Millions, Except Per Share Amounts)
                              
                                               September 30,  December 31,
                                                    1996          1995
                                                (Unaudited)   
                    ASSETS                                    
Current Assets:                                                
 Cash and cash equivalents                      $   1,338      $   1,711
 Temporary cash investments                            44             71
Accounts receivable, net of allowance for                     
  uncollectibles of $162 and $171                   3,846          3,772
 Material and supplies                                416            430
 Other current assets                                 404            521
                                                    6,048          6,505
                                                               
Investments and Advances                            2,563          2,418
Property, Plant and Equipment:                                 
 Property, Plant and Equipment                     49,232         46,869
 Accumulated Depreciation                          27,625         25,777
                                                   21,607         21,092
                                                               
Intangible Assets, net                              1,321          1,527
Deferred Charges and Other Assets                     529            338
                                                               
 Total Assets                                   $  32,068      $  31,880
                                                              
     LIABILITIES AND SHAREHOLDERS' EQUITY                     
Current Liabilities:                                           
 Debt maturing within one year                  $   2,219      $   2,951
 Accounts payable                                   1,357          1,724
 Other current liabilities                          2,671          2,715
                                                    6,247          7,390

Long-Term Debt                                      7,878          7,924
Deferred Credits and Other Liabilities:                        
 Accumulated deferred income taxes                  1,728          1,650
 Unamortized investment tax credits                   297            355
 Other liabilities and deferred credits             2,860          2,736
                                                    4,885          4,741
Shareholders' Equity:                                          
 Common stock, $1 par value                         1,009          1,007
 Paid-in capital                                    7,664          7,619
 Retained earnings                                  5,262          4,099
 Shares held in trust                                (409)          (374)
 Guarantee of ESOP debt                              (468)          (526)
                                                   13,058         11,825
                                                              
Total Liabilities and Shareholders' Equity      $  32,068      $  31,880
                                                              
The accompanying notes are an integral part of these financial statements.



                    BELLSOUTH CORPORATION
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Unaudited)
           (In Millions, Except Per Share Amounts)
                                                        For the Nine Months
                                                        Ended September 30,
                                                           1996      1995
     Cash Flows from Operating Activities:                                  
    Net income (loss)                                   $  2,230   $(1,071)
      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                       2,760     2,568
       Gain on sale of paging business                      (442)       --
       Net losses and dividends from unconsolidated               
        affiliates                                            174      143
       Provision for losses on bad debts                      180      159
       Deferred income taxes and amortization of                  
         investment tax credits                                78   (1,683)
       Net change in:                                             
        Accounts receivable and other current assets        (295)     (308)
        Accounts payable and other current liabilities      (472)     (279)
        Deferred charges and other assets                   (193)      (14)
        Deferred credits and other liabilities               178       261
       Other reconciling items, net                          (20)      (45)
          Net cash provided by operating activities        4,178     4,206
                                                                  
     Cash Flows from Investing Activities:                        
      Capital expenditures                                (3,327)   (2,823)
      Proceeds from sale of paging business                  930        --
      Proceeds from disposition of short-term                     
       investments                                           254       124
      Purchases of short-term investments                   (228)     (151)
      Investment dispositions and repayments of                   
       advances                                               16       111
      Investments in and advances to unconsolidated               
       affiliates                                           (282)     (401)
      Other investing activities, net                        (35)      (47)
          Net cash used for investing activities          (2,672)   (3,187)
                                                                  
     Cash Flows from Financing Activities:                        
      Proceeds from short-term borrowings                 18,998    14,394
      Repayments of short-term borrowings                (19,320)  (14,802)
      Proceeds from long-term debt                            67       835
      Repayments of long-term debt                          (535)     (376)
      Dividends paid                                      (1,073)   (1,027)
      Other financing activities, net                        (16)       --
          Net cash used for financing activities          (1,879)     (976)
                                                                  
     Net Increase (Decrease) in Cash and Cash                     
      Equivalents                                           (373)       43
     Cash and Cash Equivalents at Beginning of Period      1,711       606
     Cash and Cash Equivalents at End of Period         $  1,338  $    649
     
     The accompanying notes are an integral part of these financial statements.

                    BELLSOUTH CORPORATION
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)
           (In Millions, Except Per Share Amounts)

Note A -- Preparation of Interim Financial Statements

     The consolidated financial statements of BellSouth Corporation
(BellSouth) 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, 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 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's latest
annual report on Form 10-K and previous quarterly reports on Form
10-Q.

                    BELLSOUTH CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         (Unaudited)
           (In Millions, Except Per Share Amounts)

Note B -- BellSouth Corporation Consolidated Shareholders' Equity

                     Number of        
                       Shares                            Amount
                            Shares                             Shares  Guaran-
                           Held in                              Held   tee of
                    Common  Trust/   Common  Paid-in Retained    in     ESOP
                    Stock  Treasury  Stock   Capital Earnings  Trust    Debt
                             (1)                                (1)
Balance at                                                             
December 31, 1995    1,007   (13)    $1,007  $7,619   $4,099   $(374)   $(526)

Net Income                                             2,230           

Dividends declared                                    (1,074)          
                                                     
Shares issued for:                                                     
 Employee benefit                            
 plans                   1                1      20

 Grantor Trusts          1    (1)         1      34              (35)  

Treasury shares                                                        
purchased                     (1)               (30)

ESOP activities                                                        
and related tax                                                        
benefit                                                    7               58

Foreign currency                                                       
translation                                                            
adjustment          ______ ______    ______      21  ________  ______  _______

Balance at                                                             
September 30, 1996   1,009   (15)    $1,009  $7,664   $5,262   $(409)   $(468)

(1)  Such shares are not considered to be outstanding for financial
reporting purposes.  As of September 30, 1996 there were
approximately 14 million shares held in trust and 1 million
treasury shares held by the company.
                    BELLSOUTH CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         (Unaudited)
           (In Millions, Except Per Share Amounts)

Note C -- Supplemental Cash Flow Information

                                     For the Nine Months
                                     Ended September 30,
                                      1996         1995
                                                
Cash Paid For:                                  
                                                
   Income taxes                      $1,074       $ 932
   Interest                          $  529       $ 566

Noncash Investing and Financing Activities:
                                                
   Shares issued to grantor trusts   $   35       $  38
                                                
Note D -- Sale of Paging Subsidiary

     In January 1996, BellSouth sold to MobileMedia Corporation its
paging subsidiary, Mobile Communications Corporation of America
(MCCA), and its two-way nationwide narrowband personal
communications services license for a total of $930. The pretax
gain on such sale was $442.

     For the three- and nine-month periods ended September 30,
1995, MCCA's total operating revenues were $92 and $257,
respectively. Total operating expenses for the same periods were
$81 and $228, respectively. Total assets at December 31, 1995 were
$355.

Note E -- Extraordinary Losses

     Discontinuance of SFAS No. 71. In the second quarter 1995,
BellSouth Telecommunications, Inc. (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 CORPORATION
                   SELECTED OPERATING DATA
                         (Unaudited)
                              
                                                    Percent Change
                                                  1996 vs.  1995 vs.
                                         1996       1995      1994

Network Access Lines in Service at September 30 (Thousands)(a):
By Type:                                                    
  Residence                                15,039    3.4%      3.5%
  Business                                  6,639    8.5       7.7
  Other                                       265    3.5       0.8
       Total Access Lines                  21,943    4.9       4.7
                                                             
By State:                                                    
  Florida                                   5,815    5.5       4.6
  Georgia                                   3,738    6.5       6.0
  Tennessee                                 2,525    4.7       4.4
  North Carolina                            2,192    5.2       5.7
  Louisiana                                 2,170    3.5       3.8
  Alabama                                   1,846    3.8       3.9
  South Carolina                            1,338    4.1       4.0
  Mississippi                               1,190    3.2       3.8
  Kentucky                                  1,129    3.4       3.7
      Total Access Lines                   21,943    4.9       4.7
                              
                                                  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
   Three months ended September 30         16,966    8.0        8.5
   Nine months ended September 30          50,473    8.7        8.1
                                                             
  Intrastate:                                                
   Three months ended March 31              5,118   13.0       13.1
   Three months ended June 30               5,235    9.3       14.7
   Three months ended September 30          5,348    9.5       13.8
   Nine months ended September 30          15,701   10.5       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
   Three months ended September 30         22,314    8.3        9.7
   Nine months ended September 30          66,174    9.1        9.4
                                                             
Toll Messages (Millions)(a):                                 
   Three months ended March 31                281  (24.1)      (4.3)
   Three months ended June 30                 258  (26.7)     (11.4)
   Three months ended September 30            252  (23.6)     (14.9)
   Nine months ended September 30             791  (24.8)     (10.2)
                              
                    BELLSOUTH CORPORATION
            SELECTED OPERATING DATA  (Continued)
                         (Unaudited)


(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.

                                                     Percent Change
                                                  1996 vs.   1995 vs.
                                          1996      1995       1994

Cellular Customers Served at September 30(Equity basis)(Thousands)(c):
                                                            
Domestic Cellular                           3,333   31.0%     31.9%
International Cellular                      1,110  101.8      77.9
                                                            

(c) Includes customers served based on BellSouth's ownership
percentage in all markets served.


                                         For the Nine
                                         Months Ended
                                        September 30,
                                             1996
Ratio of Earnings to Fixed Charges (d)       6.8

(d) For the purpose of this ratio: (i) earnings have been
calculated by adding income before income taxes, gross interest
expense, such portion of rental expense representative of the
interest factor on such rentals and equity in losses from less-than-
50%-owned investments (accounted for under the equity method of
accounting) less the excess of earnings over distributions from
less-than-50%-owned investments (accounted for under the equity
method of accounting); (ii) fixed charges are comprised of gross
interest expense and such portion of rental expense representative
of the interest factor on such rentals.

                    BELLSOUTH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                     FINANCIAL CONDITION
       (Dollars in Millions, Except Per Share Amounts)

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

BellSouth is a holding company headquartered in Atlanta, Georgia
whose operating telephone company subsidiary, BellSouth
Telecommunications, Inc. (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 and toll communications services within geographic areas,
called Local Access and Transport Areas (LATAs), and provides
network access services to enable interLATA and intraLATA
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.  BellSouth Enterprises, Inc. (BellSouth
Enterprises), another wholly-owned subsidiary, owns businesses
providing primarily wireless and international communications
services and advertising and publishing products.

Approximately 71% of BellSouth's Total Operating Revenues for each
of the nine-month periods ended September 30, 1996 and 1995 were
from wireline services provided by BellSouth Telecommunications.
Charges for local, access and toll services for the nine-month
period ended September 30, 1996 accounted for approximately 61%,
33% and 6%, respectively, of the wireline revenues discussed above.
Revenues from wireless communications services and directory
advertising and publishing services accounted for approximately 15%
and 8%, respectively, of Total Operating Revenues for the nine
months ended September 30, 1996.  The remainder of such revenues
was derived principally from other nonregulated services provided
by BellSouth Telecommunications.

RESULTS OF OPERATIONS

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1996      1995      1996      1995
Income Before Extraordinary                                 
  Losses                      $   631   $   559   $ 2,230   $ 1,663
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)          $   631   $   559   $ 2,230   $(1,071)
                                                            
Earnings (Loss) Per Share:                                  
Income Before Extraordinary                                 
  Losses                      $  .63    $  .56    $  2.24   $ 1.67
Extraordinary Loss for                                      
  Discontinuance of SFAS No.                                
  71, net of tax                  --        --         --    (2.73)
Extraordinary Loss on Early                                 
  Extinguishment of Debt, net                               
  of tax                          --        --         --     (.02)
   Earnings (Loss) Per Share  $  .63    $  .56    $  2.24   $(1.08)

For the three and nine-month periods ended September 30, 1996,
Income Before Extraordinary Losses increased by $72 (12.9%) and
$567 (34.1%), respectively, and Income Before Extraordinary Losses
Per Share increased $.07 (12.5%) and $.57 (34.1%), respectively.
The increase for the three-month period resulted primarily from
continued strong growth in key business volumes and expense savings
primarily attributable to employee reductions under BellSouth
Telecommunications' restructuring and work force reduction plans.
The increase for the nine-month period resulted primarily from the
$344 gain ($.35 per share) on sale of BellSouth's paging business
(see Note D to the Consolidated Financial Statements) as well as
the growth in key business volumes and expense savings previously
noted.

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

Volumes of Business

The total number of access lines in service as of September 30,
1996 increased by approximately 1,019,000 (4.9%) since September
30, 1995 to 21,943,000, compared to a 4.7% rate of increase for the
same period a year ago.  Business and residence access lines
increased by 8.5% and 3.4%, respectively, compared to growth rates
of 7.7% and 3.5% in 1995.  The number of second residence lines,
included in total residence lines, increased by 280,000 (23.5%) to
1,474,000 and accounted for approximately 57.4% and 27.5% of the
overall increases in residence access lines and total access lines,
respectively, since September 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 and successful marketing
programs.

Access minutes of use represent the volume of traffic carried by
interexchange carriers, both interstate and intrastate, using
BellSouth Telecommunications' local facilities.  Total access
minutes of use increased by 1,715 million (8.3%) and 5,528 million
(9.1%) for the three- and nine-month periods ended September 30,
1996, respectively, compared to increases of 9.7% and 9.4% for the
same periods 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 three- and nine-
month periods ended September 30, 1996, toll messages decreased by
78 million (23.6%) and 261 million (24.8%), respectively, compared
to decreases of 14.9% and 10.2% for the corresponding periods 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 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.

Domestic cellular customers (equity-weighted) increased by 789,000
(31.0%) since September 30, 1995 to 3,333,000 due to continuing
high demand for wireless services.  The overall penetration rate
(number of customers as a percentage of the total population in the
service territory) increased from 6.4% at September 30, 1995 to
8.2% at September 30, 1996.  Total minutes of use have also
continued to increase and average minutes of use per cellular
customer have remained essentially unchanged from third quarter
1995, with stimulation due to promotions being substantially offset
by the continuing trend of increased penetration into lower-usage
market segments.

Since September 30, 1995, the number of international cellular
customers increased by 560,000 (101.8%) to 1,110,000.  Growth in
total minutes of use for international cellular properties remained
strong due to demand stimulated by competitive programs, enhanced
services and underdeveloped land-line service.

Operating Revenues

Total Operating Revenues increased $397 (9.0%) and $869 (6.6%) for
the three- and nine-month periods ended September 30, 1996,
respectively, when compared to the corresponding 1995 periods.  The
components of Total Operating Revenues were as follows:

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1996      1995      1996      1995
                                                                     
Local Service                    $2,061    $1,857   $ 6,012   $ 5,419
Interstate Access                   892       805     2,672     2,406
Intrastate Access                   207       230       627       683
Toll                                195       220       600       767
Wireless Communications             723       665     2,039     1,888
Directory Advertising and                                            
 Publishing                         415       366     1,100     1,108
Other Services                      336       289       940       850
                                                                     
Total Operating Revenues         $4,829    $4,432   $13,990   $13,121

Local Service revenues increased $204 (11.0%) and $593 (10.9%) for
the three- and nine-month periods ended September 30, 1996,
respectively, as compared to the same 1995 periods.  The increases
for both periods were due primarily to 4.9% growth in access lines
in service since September 30, 1995 and the effect of expanded
LACPs.  Also contributing were increases of approximately $80 and
$170, for the three- and nine-month periods, respectively, due to
higher customer demand for Touchstar and Custom Calling services,
including those offered under the Complete Choicesm plan.

Interstate Access revenues increased $87 (10.8%) and $266 (11.1%)
for the three- and nine-month periods ended September 30, 1996,
respectively, as compared to the same prior year periods.  The
increases for both periods were attributable primarily to growth in
minutes of use of 8.0% and 8.7%, respectively, and, for the nine-
month period ended September 30, 1996, net rate activity, which
increased revenues by $30.

Intrastate Access revenues decreased $23 (10.0%) and $56 (8.2%) for
the three- and nine-month periods ended September 30, 1996,
respectively, when compared to the corresponding 1995 periods.  The
decreases were due primarily to rate reductions of $37 and $110,
respectively, compared with the same 1995 periods, partially offset
by increases attributable to growth in minutes of use of 9.5% and
10.5%, respectively.

Toll revenues decreased $25 (11.4%) and $167 (21.8%) for the three-
and nine-month periods ended September 30, 1996 when compared to
the same prior year periods.  The decreases were primarily
attributable to the expansion of LACPs and increased competition,
the effect of which reduced toll messages by 23.6% and 24.8% in the
three- and nine-month periods, respectively.  The decreases were
lessened as a result of a retroactive independent company
settlement during third quarter 1995 which reduced revenues by $31
in both the three- and nine-month periods.

Wireless Communications revenues include revenues from the
consolidated wireless communications businesses (cellular and, for
1995, paging within BellSouth Enterprises) as well as revenues from
interconnections by unaffiliated cellular carriers with BellSouth
Telecommunications' network.  (BellSouth's interests in the net
income or loss of the unconsolidated wireless businesses within
BellSouth Enterprises, which are accounted for under the equity
method of accounting, are recorded in Other Income, net.)

Wireless Communications revenues increased $58 (8.7%) and $151
(8.0%) for the three- and nine-month periods ended September 30,
1996, respectively, when compared to the same periods last year.
The increases were primarily attributable to continued growth of
the customer base in domestic and international cellular markets,
partially offset by the effect of the January 1996 sale of
BellSouth's paging business.  For the three- and nine-month periods
ended September 30, 1995, revenues from paging services were $92
and $257, respectively.  Excluding the effects of the sale of the
paging business, Wireless Communications revenues increased 26.2%
and 25.0% for the three- and nine-month periods, respectively.

Directory Advertising and Publishing revenues increased $49 (13.4%)
and decreased $8 (.7%) for the three- and nine-month periods ended
September 30, 1996, respectively, when compared to the same prior
year periods.  The increase for the three-month period was due
primarily to changes in the issue dates of certain directories and
volume growth which increased revenues in the quarter ended
September 30, 1996 by $25 and $24, respectively.  The decrease for
the nine-month period was due primarily to a $41 reduction
resulting from the adoption of issue basis accounting, effective in
the third quarter of 1995, for all directory revenues in connection
with the discontinuance of Statement of Financial Accounting
Standards (SFAS) No. 71, "Accounting for the Effects of Certain
Types of Regulation," and changes in the issue dates of certain
directories which decreased revenues in the nine-month period by
$24. The decrease for the nine-month period was partially offset by
increased revenues attributable to volume growth of $57.

Other Services revenues are principally comprised of revenues from
customer premises equipment (CPE) sales and maintenance services,
billing and collection services and other nonregulated services
(primarily inside wire services) offered by BellSouth
Telecommunications.  Other Services revenues increased $47 (16.3%)
and $90 (10.6%) for the three- and nine-month periods ended
September 30, 1996, respectively, when compared to the
corresponding 1995 periods.  The increases for the three- and nine-
month periods were primarily attributable to increased CPE sales,
billing and collection services and other non-regulated services
offered by BellSouth Telecommunications partially offset by the
sale of a subsidiary which performed computer maintenance.  The
increase for the nine-month period was also due to incremental rate
impacts related to potential sharing under certain state regulatory
plans.

Operating Expenses

Total Operating Expenses increased $254 (7.5%) and $546 (5.5%) for
the three- and nine-month periods ended September 30, 1996 compared
to the same periods in 1995. The components of Total Operating
Expenses were as follows:

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1996      1995      1996      1995
                                                                     
Depreciation and Amortization $   940   $   874   $ 2,760   $ 2,568
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                     1,516     1,542     4,483     4,530
  Selling, General and                                      
   Administrative               1,172       958     3,175     2,774
                                2,688     2,500     7,658     7,304
    Total Operating Expenses  $ 3,628   $ 3,374   $10,418   $ 9,872

Depreciation and Amortization increased $66 (7.6%) and $192 (7.5%)
for the three- and nine-month periods ended September 30, 1996,
respectively, compared to the same periods in 1995.  The increases
were due primarily to higher levels of property, plant and
equipment since September 30, 1995, and, in the case of the nine-
month period, 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 customer base
for wireless and wireline services and continued modernization of
the networks.

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 $188 (7.5%) and $354 (4.8%) for the three- and
nine-month periods ended September 30, 1996, respectively, when
compared to the corresponding 1995 periods.  The increases are
primarily related to growth in the wireless and wireline
businesses.

Expenses related to the cellular business increased $93 and $248
for the three- and nine-month periods, respectively, as a result of
sustained growth in the cellular customer base, reflecting
additional marketing and operational costs associated with higher
levels of sales and expanded operations.  In addition, other
operating expenses increased $25 and $35 in the three- and nine-
month periods as a result of expenses incurred in connection with
the initiation of personal communications service during 1996.

At BellSouth Telecommunications, Other Operating Expenses increased
$96 and $188, for the three- and nine-month periods ended September
30, 1996, respectively, due principally to higher business volumes
and costs related to initiatives to compete effectively, including
new service offerings and intensified marketing and advertising.
The increases for the periods were partially offset by decreases of
approximately $5 and $97, for the three- and nine-month periods
ended September 30, 1996, respectively, for employee-related costs
in the core wireline business, including expenses for employee
benefits.  The decreases in such labor costs reflect net employee
reductions in BellSouth Telecommunications' telephone operations of
approximately 6,200 since September 30, 1995 primarily attributable
to previously-disclosed restructuring and work force reduction
plans, partially offset by annual compensation increases for
management and represented employees.  The increases in other
operating expenses at BellSouth Telecommunications were also
partially offset by the sale of a subsidiary which performed
computer maintenance.

The increases for the periods were partially offset by the effect
of the January 1996 sale of BellSouth's paging business.  For the
three- and nine-month periods ended September 30, 1995, Other
Operating Expenses for the paging business were $70 and $194,
respectively.  Excluding the effects of the sale of the paging
business, Other Operating Expenses increased 10.6% and 7.7%,
respectively.

Other Income Statement Items

The other income statement components were as follows:

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1996      1995      1996       1995
Interest Expense                $177       $172     $531        $532
Gain on Sale of Paging                                       
  Business                        --         --      442          --
Other Income, net                 32         53       84          51
Provision for Income Taxes       425        380    1,337       1,105
                                                             

Interest Expense increased $5 (2.9%) and decreased $1 (.2%) for the
three- and nine-month periods ended September 30, 1996,
respectively, compared to the same periods last year.  The increase
for the three-month period was primarily attributable to higher
average debt balances, partially offset by lower average interest
rates on borrowings due in part to refinancings during 1995.

Gain on Sale of Paging Business represents the pre-tax gain on the
sale of BellSouth's paging business in January 1996.

Other Income, net decreased $21 and increased $33 for the three-
and nine-month periods ended September 30, 1996, respectively,
compared to the corresponding periods in 1995.  The decrease in the
three-month period was primarily attributable to increased equity
in losses of unconsolidated affiliates and the effect of non-
strategic business activities partially offset by higher interest
income due to the investment of cash proceeds from the sale of the
paging business.  The increase for the nine-month period was
primarily attributable to higher interest income, partially offset
by increased equity in losses of unconsolidated affiliates.

The amounts of equity in losses of unconsolidated affiliates were
($7) and ($65), respectively, for the three- and nine-month periods
ending September 30, 1996 compared to $0 and ($46) for the same
periods in 1995.  The increased equity in losses of unconsolidated
affiliates in the nine-month period was attributable to certain
international businesses, principally operations in Germany and
Denmark, partially offset by improved results from unconsolidated
domestic cellular operations.

Provision for Income Taxes increased $45 (11.8%) and $232 (21.0%)
for the three- and nine-month periods ended September 30, 1996,
respectively, over the comparable 1995 periods.  For the three- and
nine-month periods ended September 30, 1996, BellSouth's effective
tax rates were 40.2% and 37.5%, respectively, compared to 40.5% and
39.9%, respectively, for the same periods last year.  The lower
effective tax rate for the nine-month period in 1996 was due
primarily to a higher tax than book basis for the paging business,
which resulted in a lower gain on sale for computing tax expense.

FINANCIAL CONDITION

BellSouth uses the net cash generated from its operations and
external financing to fund capital expenditures, pay dividends and
invest in and operate its existing operations and new businesses.
While current liabilities exceeded current assets at both September
30, 1996 and December 31, 1995, BellSouth's sources of funds --
primarily from operations and, to the extent necessary, from
readily available external financing arrangements -- are sufficient
to meet all current obligations on a timely basis.  In addition,
BellSouth believes such sources of funds will be sufficient to meet
the needs of its business for the foreseeable future.

                                            For the Nine Months
                                            Ended September 30,
                                             1996         1995
Net Cash Provided by Operating Activities   $4,178       $4,206

Operating Activities.  Net cash provided by operating activities
decreased $28 (0.7%) in the first nine months of 1996 compared with
the same period in 1995.  The decrease was primarily due to
liability reductions and payment of a deposit related to a FCC
license auction partially offset by increases in operating income.

                                            For the Nine Months
                                            Ended September 30,
                                             1996         1995
Net Cash Used for Investing Activities      $(2,672)     $(3,187)

Investing Activities.  BellSouth's primary use of capital resources
continues to be for capital expenditures to support development of
the wireline and wireless networks.  Net cash used for investing
activities decreased $515 (16.2%) in the first nine months of 1996
compared to the corresponding 1995 period.  The decrease was
primarily due to $930 in cash received from the sale of the paging
business, partially offset by higher capital expenditures of $504
related to network development.

Internal sources provided substantially all cash required for
capital expenditures in the first nine months of 1996.  For the
remainder of 1996, BellSouth expects to continue to finance capital
expenditures primarily through internally generated funds, and, to
the extent necessary, from external sources.

                                            For the Nine Months
                                            Ended September 30,
                                             1996         1995
Net Cash Used for Financing Activities      $(1,879)     $(976)

Financing Activities.  Net cash used for financing activities
increased $903 (92.5%) in the first nine months of 1996 compared to
the same period last year.  The increase reflects repayments of
$266 in commercial paper and $485 in debentures as well as
reductions in the level of new long-term borrowings in 1996.

BellSouth's debt to total capitalization ratio decreased to 43.5%
at September 30, 1996 from 46.7% at December 31, 1995.  The
decrease was primarily caused by the repayment of commercial paper
described above and the increase in Shareholders' Equity due to
earnings during 1996.

BellSouth's Board of Directors has authorized the repurchase of an
unspecified number of shares of BellSouth Common Stock on the open
market or through privately negotiated purchases.  As of September
30, 1996, approximately 798,000 shares had been repurchased for an
aggregate of $30; 133,000 of such shares had been reissued for an
aggregate of $5 under stock option and benefit plans.  BellSouth
intends to use the remaining shares and any additional purchases
for general corporate purposes.

In November 1996, BellSouth committed to issue $300 of 6.04%
debentures due November 15, 2026.  The proceeds of such issuance
will be used to retire commercial paper.  The issuance of the
debentures is scheduled for November 14, 1996.  After giving effect
to this transaction, shelf registration statements were on file
with the Securities and Exchange Commission under which $1,927 of
debt securities could be publicly offered.

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 removes
state legislative and regulatory barriers to competition for local
telephone service, subject only to competitively neutral
requirements to preserve and advance universal service, protect the
public safety and welfare, maintain the quality of
telecommunnications services and safeguard the rights of customers.
The 1996 Act also includes requirements that incumbent local
exchange carriers (ILECs) negotiate agreements for the
interconnection and access to network elements on an unbundled
basis, with competing companies.  If a negotiated agreement cannot
be reached, either party may seek arbitration with the state
regulatory authority.  The arbitrator must set rates for access to
network elements on an unbundled basis, based on cost, and may
include a reasonable profit.  ILECs are also required to negotiate
agreements for providing their retail services at wholesale rates
for the purposes of resale by competing companies.  If agreement
cannot be reached, the arbitrator shall set the wholesale rates at
the ILEC's retail rates less costs to be avoided.

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 (the Order).  Among the issues specifically addressed by
the Order are the network elements that ILECs must make available;
pricing standards to be followed by states in setting rates for
interconnection, access to network elements on an unbundled basis
and resold services.  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 and several other ILECs joined in an appeal of the Order
to the United States Court of Appeals for the Eighth Circuit (the
Court).  Upon request of several state commissions and ILECs, the
Court stayed the Order in part, pending appeal.  Such stay relates
to pricing prescriptions and certain other terms contained within
the Order.  The Court has scheduled oral arguments for January 17,
1997.

BellSouth is evaluating the impact that the Order may have on its
operations. It will not be possible to assess fully its
implications until all 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  necessary to
implement open competition for local service.  Among the issues
being addressed in these proceedings are the level of wholesale
discounts required to be offered by the ILECs to carriers providing
competing local service and the price of access to network elements
on an unbundled basis.

A number of carriers have been approved or have filed applications
to provide local service in many of the areas in which BellSouth
Telecommunications provides service. BellSouth has executed 27
interconnection or resale agreements with such carriers.  BellSouth
believes that a number of these agreements address all of the 14
checklist items required for interLATA authority contained in the
1996 Act.  BellSouth continues to negotiate with a number of other
telecommunications companies and is also involved in arbitration
proceedings with carriers (including AT&T, MCI and Sprint) with
whom BellSouth has been unable to reach agreements on pricing and
other provisions.

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
carriers providing competing local service and other related issues
are discussed below.

Georgia.  In second quarter 1996, the Georgia Public Service
Commission ordered a wholesale discount rate to local service
resellers of 20.3% for residential services and 17.3% for business
services.  The discount levels are to remain in effect for a twelve-
month period from implementation after which the Commission will
conduct a review to determine if any modifications are necessary.
BellSouth Telecommunications appealed these discounts to the
Superior Court of Fulton County, Georgia which affirmed the Order
on October 8, 1996.  The Commission also set out a time line
starting in the third quarter of 1996 for electronic interface
implementation with carriers providing competing local service.

Kentucky.  In September 1996, the Kentucky Public Service
Commission issued an order concerning local competition and
universal service funds.  The order set an interim, single discount
rate of 19.2%.  The order also provided that Commission-approved
negotiated agreements for interconnection shall be the primary
means for implementing local competition.  The universal service
fund rules established by the Commission are preliminary and
interim until the FCC issues its order on this matter.

Louisiana. In October 1996, the Louisiana Public Service Commission
approved the Administrative Law Judge's recommendation that the
wholesale discount based on BellSouth Telecommunications' avoided
cost should be 20.72%, subject to adjustment pending further
hearings on resale.

South Carolina.  As previously disclosed, in December 1994, the South
Carolina Public Service Commission issued an order which, in addition to a
prospective rate reduction of $26 million, required a refund of
approximately $29 million, plus interest, based on the 1992 adjusted
earnings of BellSouth Telecommunications.  The prospective rate reduction
was implemented, but the refund was stayed pending judicial review of the
decision.  On October 23, 1996, the South Carolina Court of Common Pleas
entered its order affirming the Commission's order of the refund but
reversing the rate of interest applied by the Commission. BellSouth
Telecommunications intends to appeal the order to the South Carolina
Supreme Court.  The Commission has previously postponed review of BellSouth
Telecommunications' earnings in 1993 and 1994 until a resolution of the
1992 period is reached.  While complete assurance cannot be given as to the
outcome of these matters, BellSouth believes that any financial impact
would not be material to its financial position, annual operating results
or cash flows.

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, appellate court and state regulatory proceedings
and satisfaction of requirements arising out of these proceedings.
As a result of the appellate proceedings described in "Federal
Developments," it is uncertain when BellSouth will be authorized to
initiate such service.

As permitted by the 1996 Act, BellSouth began offering interLATA
wireless service to its cellular customers in February.  Also, in
March, BellSouth began joint marketing of wireless and wireline
services in select markets.


                PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

  Exhibit
  Number
  
  4a     No instrument which defines the rights of holders of long
          and intermediate term debt of BellSouth Corporation is
          filed herewith pursuant to Regulation S-K, Item
          601(b)(4)(iii)(A).  Pursuant to this regulation,
          BellSouth Corporation hereby agrees to furnish a copy of
          any such instrument to the SEC upon request.
  
  10r    BellSouth Personal Retirement Account Pension Plan, as
          amended and restated effective July 1, 1996.
  
  10x    BellSouth Retirement Savings Plan as amended and restated
          effective July 1, 1996.
  
  10y    BellSouth Corporation Officer Short Term Incentive Award
          Plan.
  
  10z    BellSouth Corporation Non-Employee Directors' Stock Plan.
  
  10aa   Form of Executive Officer Successor and Retirement
          Agreement
  
  11        Computation of Earnings Per Common Share.
  
  12     Computation of Ratio of Earnings to Fixed Charges.
  
  27        Financial Data Schedule.
  

(b) Reports on Form 8-K:

      Date of Event          Subject

      October 17, 1996       Third Quarter 1996 Earnings Release
                              and 1997 Financial Projection

                          SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
                                                                   
                                                                   
                                              BELLSOUTH CORPORATION
                                                                   
                                         By    /s/  Ronald M. Dykes
                                                    RONALD M. DYKES
                                    Executive Vice President, Chief
                                  Financial Officer and Comptroller
                       (Principal Financial and Accounting Officer)


November 12, 1996

                        EXHIBIT INDEX

  Exhibit
  Number
  
  10r    BellSouth Personal Retirement Account Pension Plan, as
          amended and restated effective July 1, 1996.
  
  10x    BellSouth Retirement Savings Plan as amended and restated
          effective July 1, 1996.
  
  10y    BellSouth Corporation Officer Short Term Incentive Award
          Plan.
  
  10z    BellSouth Corporation Non-Employee Directors' Stock Plan.
  
  10aa   Form of Executive Officer Successor and Retirement
          Agreement
  
  11        Computation of Earnings Per Common Share.
  
  12     Computation of Ratio of Earnings to Fixed Charges.
  
  27        Financial Data Schedule.