SECURITIES AND EXCHANGE COMMISSION
                                
                    WASHINGTON, D. C.  20549
                                
                                
                                
                                
                            FORM 10-Q
                           (Mark One)
                                
      |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
          For the quarterly period ended June 30, 1997
                                
                               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                       58-1533433
      (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 July 31, 1997, a total of 991,394,906 common shares were
outstanding.

                      Table of Contents                        
                               
                                                               
Item                                                         Page
                            Part I                        
 1.  Financial Statements                                      3
         Consolidated Statements of Income                     3
         Consolidated Balance Sheets                           4
         Consolidated Statements of Cash Flows                 5
         Notes to Consolidated Financial Statements            6
         Selected Operating Data                              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                                14
            Operating Expenses                                16
            Other Income Statement Items                      18
        Financial Condition                                   19
        Regulatory Developments and Competition               20
            Federal Developments                              20
            State Developments                                21
        Other Matters                                         21
            Sale of Operations                                21
            Brazil Wireless Auctions                          22
            Competitive Local Exchange Carrier                22
                                                               
                           Part II                             
 4.  Submission of Matters to a Vote of                        
        Security Holders                                      23
 6.  Exhibits and Reports on Form 8-K                         24


                  PART I - FINANCIAL INFORMATION
                                
                      BELLSOUTH CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)
             (In Millions, Except Per Share Amounts)


                              For the Three Months    For the Six Months
                                 Ended June 30,         Ended June 30,
                                 1997       1996        1997       1996
Operating Revenues:                                              
 Network and related services:                                    
  Local service               $ 2,068     $ 2,021    $ 4,172     $ 3,951
  Interstate access               928         871      1,845       1,780
  Intrastate access               186         202        404         420
  Toll                            186         198        360         405
 Wireless communications          815         691      1,580       1,316
 Directory advertising and                                        
   publishing                     400         367        761         685
 Other services                   340         270        646         604
   Total Operating Revenues     4,923       4,620      9,768       9,161
                                                                 
Operating Expenses:                                              
 Cost of services and                                             
   products                     1,536       1,499      2,958       2,967
 Depreciation and                                                 
   amortization                   977         917      1,937       1,820
 Selling, general and                                             
   administrative               1,186       1,016      2,296       2,003
    Total Operating Expenses    3,699       3,432      7,191       6,790
                                                                 
Operating Income                1,224       1,188      2,577       2,371
                                                                 
Interest Expense                  187         174        370         354
Gain on Sale of Paging                                           
  Business                         --          --         --         442
Other Income, net                  33          16         26          52
                                                                 
Income Before Income Taxes      1,070       1,030      2,233       2,511
Provision for Income Taxes        416         401        886         912
                                                                 
Net Income                    $   654     $   629    $ 1,347     $ 1,599
                                                                 
Weighted Average Common                                          
  Shares Outstanding              992         994        992         994
Dividends Declared Per Common                                    
  Share                        $  .36      $  .36     $  .72      $  .72
Earnings Per Share             $  .66      $  .63     $ 1.36      $ 1.61
                                                                 
                                                         
The accompanying notes are an integral part of these consolidated
                      financial statements.


                      BELLSOUTH CORPORATION
                   CONSOLIDATED BALANCE SHEETS
             (In Millions, Except Per Share Amounts)
                                
                                                  June 30,    December 31,
                                                    1997          1996
                                                (Unaudited)   
                    ASSETS                                    
Current Assets:                                                
 Cash and cash equivalents                      $   1,308      $   1,178
 Temporary cash investments                            58             51
 Accounts receivable, net of allowance for                     
   uncollectibles of $198 and $180                  4,064          4,087
 Material and supplies                                409            451
 Other current assets                                 487            531
     Total Current Assets                           6,326          6,298
                                                               
Investments and Advances                            2,816          2,430
Property, Plant and Equipment:                                 
 Property, Plant and Equipment                     51,364         50,059
 Accumulated Depreciation                          29,424         28,234
   Property, Plant and Equipment, net              21,940         21,825
                                                               
Deferred Charges and Other Assets                     608            610
Intangible Assets, net                              1,705          1,405
                                                               
 Total Assets                                   $  33,395      $  32,568
                                                              
     LIABILITIES AND SHAREHOLDERS' EQUITY                     
Current Liabilities:                                           
 Debt maturing within one year                  $   2,666      $   2,124
 Accounts payable                                   1,661          1,446
 Other current liabilities                          2,870          2,871
   Total Current Liabilities                        7,197          6,441
Long-Term Debt                                      7,406          8,116
Deferred Credits and Other Liabilities:                        
 Accumulated deferred income taxes                  1,906          1,899
 Unamortized investment tax credits                   246            278
 Other liabilities and deferred credits             2,657          2,585
   Total Deferred Credits and Other                           
     Liabilities                                    4,809          4,762
Shareholders' Equity:                                          
 Common stock, $1 par value                         1,010          1,009
 Paid-in capital                                    7,761          7,697
 Retained earnings                                  6,178          5,541
 Shares held in trust and treasury                   (533)          (532)
 Guarantee of ESOP debt                              (433)          (466)
   Total Shareholders' Equity                      13,983         13,249
                                                              
 Total Liabilities and Shareholders' Equity     $  33,395      $  32,568
                                                              
                                
                                
                                
The accompanying notes are an integral part of these consolidated
                      financial statements.


                      BELLSOUTH CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
             (In Millions, Except Per Share Amounts)
                                                         For the Six Months
                                                           Ended June 30,
                                                           1997      1996
 Cash Flows from Operating Activities:                                  
  Net income                                           $  1,347   $  1,599
  Adjustments to net income:                                  
    Depreciation and amortization                         1,937     1,820
    Gain from sale of paging business                        --      (442)
    Net losses and dividends from unconsolidated               
      affiliates                                            147       136
    Provision for uncollectibles                            125       113
    Deferred income taxes and unamortized                      
      investment tax credits                                 14        68
    Net change in:                                             
      Accounts receivable and other current assets         (126)     (146)
      Accounts payable and other current liabilities        200      (438)
      Deferred charges and other assets                    (151)     (164)
      Other liabilities and deferred credits                 (2)       99
    Other reconciling items, net                              3       (89)
          Net cash provided by operating activities       3,494     2,556
                                                                  
 Cash Flows from Investing Activities:                        
  Capital expenditures                                   (1,978)   (2,185)
  Proceeds from sale of paging business                      --       930
  Proceeds from disposition of short-term                     
   investments                                              145        67
  Purchases of short-term investments                      (152)      (31)
  Investments in and advances to unconsolidated               
   affiliates                                              (341)     (247)
  Other investing activities, net                          (131)       15
      Net cash used for investing activities             (2,457)   (1,451)
                                                                  
 Cash Flows from Financing Activities:                        
  Proceeds from short-term borrowings                     9,375    12,649
  Repayments of short-term borrowings                    (9,538)  (13,112)
  Proceeds from long-term debt                               30        56
  Repayments of long-term debt                              (19)     (527)
  Dividends paid                                           (713)     (715)
  Other financing activities, net                           (42)        2
      Net cash used for financing activities               (907)   (1,647)
                                                                  
 Net Increase (Decrease) in Cash and Cash                     
   Equivalents                                              130      (542)
 Cash and Cash Equivalents at Beginning of Period         1,178     1,711
 Cash and Cash Equivalents at End of Period            $  1,308  $  1,169
     
                                
                                
                                
                                
                                
                                
The accompanying notes are an integral part of these consolidated
                      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. BellSouth
believes, however, 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 report 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
                                       Held
                            Common      in       Common    Paid-in
                             Stock     Trust      Stock    Capital
                                        and
                                     Treasury
                                        (1)
Balance at
December 31, 1996           1,009        (18)    $1,009     $7,697

Net Income

Dividends declared

Shares issued for:
 Employee benefit plans                    1                   (12)
 Grantor Trusts                 1         (1)         1         60
 Acquisitions                              2                     8
                                
Purchase of
  Treasury Stock                          (1)

ESOP activities and
related tax benefit

Foreign currency
translation
adjustment                                                       8
                           ______     ______     ______     ______
Balance at June 30, 1997    1,010        (17)    $1,010     $7,761
                           ======     ======     ======     ======

(1)  Such shares are not considered to be outstanding for financial
reporting purposes.  As of June 30, 1997 there were approximately 17 million
shares held in trust and 400 thousand treasury shares held by the company.


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

Note B -- BellSouth Corporation Consolidated Shareholders' Equity

               ----------------------   Amount  -----------------------

                                        Shares    Guarantee
                                         Held      of ESOP
                         Retained         in        Debt
                         Earnings       Trust                    Total
                                          and
                                       Treasury
                                         (1)
Balance at
December 31, 1996          $5,541       $(532)     $(466)       $13,249

Net Income                  1,347                                 1,347
Dividends declared           (714)                                 (714)
Shares issued for:
 Employee benefit plans                    40                        28
 Grantor Trusts                           (61)                       --
 Acquisitions                              89                        97
                                 
Purchase of
  Treasury Stock                          (69)                      (69)

ESOP activities and
related tax benefit             4                     33             37

Foreign currency
translation adjustment                                                8
                             ______     ______      ______      _______
Balance at June 30, 1997     $6,178     $(533)      $(433)      $13,983
                             ======     ======      ======      =======

 (1)  Such shares are not considered to be outstanding for financial
reporting purposes.  As of June 30, 1997 there were approximately 17
million shares held in trust and 400 thousand 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 Six Months
                                        Ended June 30,
                                      1997         1996
                                                
Cash Paid For:                                  
                                                
   Income taxes                      $ 830        $ 689
   Interest                          $ 350        $ 373

Noncash Investing and Financing Activities:
                                                
   Shares issued to grantor trusts   $  61        $  35
   Shares issued for acquisitions    $  97        $  --


Note D -- South Carolina Regulatory Settlement

On April 29, 1997, BellSouth Telecommunications, the South Carolina
Public Service Commission and other parties to proceedings related
to claims of alleged overearnings for the years 1992 through 1994
agreed on a settlement.  Under the terms of the settlement,
BellSouth Telecommunications will pay $72 to its customers.
Accordingly, in the second quarter of 1997, BellSouth reduced
operating revenues by $72 ($47 or $.05 per share after tax) in
connection with the settlement.


Note E -- 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 ($344 or $.35 per share after tax).


Note F -- Derivative Financial Instruments

BellSouth generally enters into derivative financial instruments
only for hedging purposes. Deferred accounting is applied when the
derivative reduces the risk of the underlying hedged item
effectively as a result of high inverse correlation with the value
of the hedged item. If a derivative instrument either initially
fails or later ceases to meet the criteria for deferral or
settlement accounting, any subsequent gains or losses are
recognized currently in income.

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

Note F -- Derivative Financial Instruments (continued)

Foreign exchange forward contracts are carried at fair value on the
consolidated balance sheets.  Gains and losses on foreign exchange
forward contracts used as currency hedges of existing assets or
liabilities are deferred and offset the deferred losses and gains
of the underlying asset or liability.  The net effect is ultimately
recognized in income as the underlying transaction matures.  Gains
and losses related to qualifying hedges of firm commitments also
are deferred and are recognized in income or as adjustments of
carrying amounts when the hedged transaction occurs.

Currency swap contracts entered into as hedges of existing assets
and liabilities are carried at fair value in the consolidated
balance sheets.  Gains and losses on currency swaps are deferred
and offset against the deferred currency losses and gains of the
underlying asset or liability.  The net effect is ultimately
recognized in income as the underlying transaction matures.

Interest rate swap agreements are treated as off-balance sheet
financial instruments.  Receipts or payments resulting from these
instruments are recognized as adjustments to interest expense as
received or paid.




                       BELLSOUTH CORPORATION
                      SELECTED OPERATING DATA
                            (Unaudited)
                                 
                                                    Percent Change
                                                  1997 vs.  1996 vs.
                                            1997    1996      1995

Network Access Lines in Service at June 30 (Thousands)(a):
By Type:                                                    
  Residence                                15,511    3.8%      3.5%
  Business                                  6,936    6.4       8.7
  Other                                       270    3.1       2.3
       Total Access Lines                  22,717    4.6       5.0
                                                             
By State:                                                    
  Florida                                   6,066    5.5       5.4
  Georgia                                   3,887    5.0       7.1
  Tennessee                                 2,605    4.2       4.6
  North Carolina                            2,284    6.0       5.2
  Louisiana                                 2,227    3.5       3.5
  Alabama                                   1,894    3.4       4.1
  South Carolina                            1,375    3.8       4.0
  Mississippi                               1,220    3.1       3.5
  Kentucky                                  1,159    3.2       3.6
      Total Access Lines                   22,717    4.6       5.0
                                 
                                                  Percent Change for
                                                   the Periods Ended
                                                  1997 vs.  1996 vs.
                                            1997    1996      1995

Access Minutes of Use (Millions)(a)(b):
  Interstate:                                                
   Three months ended March 31             17,721    6.4%      10.1%
   Three months ended June 30              18,552   10.1        8.0
   Six months ended June 30                36,273    8.3        9.0
                                                             
  Intrastate:                                                
   Three months ended March 31              5,552    8.4       13.0
   Three months ended June 30               5,873   12.2        9.3
   Six months ended June 30                11,425   10.3       11.1
                                                             
  Total Access Minutes of Use:                               
   Three months ended March 31             23,273    6.9       10.8
   Three months ended June 30              24,425   10.6        8.3
   Six months ended June 30                47,698    8.8        9.5
                                                             
Toll Messages (Millions)(a):                                 
   Three months ended March 31                230  (18.1)     (24.1)
   Three months ended June 30                 232  (10.5)     (27.0)
   Six months ended June 30                   462  (14.5)     (25.5)
                                 
                       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.

Cellular and Personal Communications Service (PCS) Customers Served
at June 30(Equity basis)(Thousands)(c):

                                                     Percent Change
                                                  1997 vs.   1996 vs.
                                            1997    1996       1995
                                                            
Domestic Cellular                           3,901   20.7%     31.1%
International Cellular                      1,784   82.8     102.9
PCS                                            65    --        --

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


                                         For the Six
                                         Months Ended
                                           June 30,
                                             1997
Ratio of Earnings to Fixed Charges (d)       6.32

(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 report 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 69% and 72% of BellSouth's Total Operating Revenues
for each of the six-month periods ended June 30, 1997 and 1996 were
from wireline services provided by BellSouth Telecommunications.
Charges for local, access and toll services for the six-month
period ended June 30, 1997 accounted for approximately 62%, 33% and
5%, respectively, of the wireline revenues discussed above.
Revenues from wireless communications services and directory
advertising and publishing services accounted for approximately 16%
and 8%, respectively, of Total Operating Revenues for the six
months ended June 30, 1997.  The remainder of such revenues was
derived principally from sales and maintenance of customer premises
equipment and other nonregulated services provided by BellSouth
Telecommunications.

RESULTS OF OPERATIONS

                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                    June 30,            June 30,
                                1997      1996      1997      1996

   Net Income                 $   654   $   629   $ 1,347   $ 1,599
                                                            
   Earnings Per Share         $   .66   $   .63   $  1.36   $  1.61
                                                            

For the three and six-month periods ended June 30, 1997, Net Income
increased by $25 (4.0%) and decreased by $252 (15.8%) when compared
to the same 1996 periods. Earnings Per Share increased $.03 (4.8%)
and decreased $.25 (15.5%) when compared to the same 1996 periods.
The increase for the three-month period was primarily attributable
to continued strong growth in key business volumes and expense
savings due to employee reductions under BellSouth
Telecommunications' work force reduction plan initiated in 1995.
The increase was partially offset by an after-tax charge of $47
($.05 per share) related to a regulatory settlement in South
Carolina (see Note D to the Consolidated Financial Statements). The
decrease for the six-month period resulted primarily from the $344
gain ($.35 per share) on sale of BellSouth's paging business (see
Note E to the Consolidated Financial Statements) during the first
quarter of 1996, partially offset in the first half of 1997 by
continued strong growth in key business volumes and expense savings
as discussed above.


Volumes of Business

The total number of access lines in service as of June 30, 1997
increased by approximately 996,000 (4.6%) since June 30, 1996 to
22,717,000, compared to a 5.0% rate of increase for the same period
a year ago.  The 1996 growth rate was positively impacted by pre-
Olympics stimulation, particularly in the business line category.
Business and residence access lines increased by 6.4% and 3.8%,
respectively, compared to growth rates of 8.7% and 3.5% in the same
1996 period. The increase in residence lines includes additional
lines used by customers for home office purposes, access to on-line
computer services, children's phones and other uses. The number of
additional residence lines increased by 396,000 (28.6%) to
1,783,000 and accounted for approximately 69.0% and 39.8% of the
overall increase in residence access lines and total access lines,
respectively, since June 30, 1996.  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 2,343 million (10.6%)and 3,838 million
(8.8%) for the three and six-month periods ended June 30, 1997,
compared to increases of 8.3% and 9.5% for the same 1996 periods.
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 impacted negatively 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 six-
month periods ended June 30, 1997, toll messages decreased by 27
million (10.5%) and 78 million (14.5%), compared to a decrease of
27.0% and 25.5%  for the same 1996 periods.  The decrease in 1997
is primarily attributable to increasing competition from
interexchange carriers in the intraLATA toll market as well as the
continuing expansion of local area calling plans (LACPs).

Competition in the intraLATA toll market coupled with continued
expansion of LACPs will adversely impact future toll message
volumes.  Competition and the effects of expanded LACPs result in
the transfer of calls from toll to access and local service
categories, respectively, but the corresponding revenues are not
generally shifted at commensurate rates.

Domestic cellular customers (equity-weighted) increased by 670,000
(20.7%) since June 30, 1996 to 3,901,000 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 8.1% at June 30, 1996 to 9.6% at June 30,
1997. While total minutes of use have also continued to increase,
average minutes of use per cellular customer have declined slightly
from second quarter 1996.  Average minutes of use per cellular
customer were negatively impacted by the continuing trend of
increased penetration into lower-usage market segments. This
decrease was partially offset by the impact of customer promotions.

Since June 30, 1996, the number of international cellular customers
(equity-weighted) increased by 808,000 (82.8%) to 1,784,000.
Growth in total minutes of use for international cellular
properties remained strong, primarily due to demand stimulated by
market-driven pricing programs, enhanced services and
underdeveloped land-line service. Similar to the domestic cellular
market, average minutes of use per international customer have been
negatively impacted by increased penetration into lower-usage
market segments.

Domestic PCS customers (equity-weighted) totaled 65,000 at June 30,
1997.

Operating Revenues

Total Operating Revenues increased $303 (6.6%) and $607 (6.6%) for
the three- and six-month periods ended June 30, 1997, respectively,
when compared to the same 1996 periods.  Excluding a $72 reduction
of revenues related to a regulatory settlement in South Carolina,
the increases in operating revenues for the three- and six-month
periods would have been 8.1% and 7.4%, respectively. The components
of Total Operating Revenues were as follows: