AMENDMENT TO THE
BELLSOUTH EMPLOYEE STOCK INVESTMENT PLAN

	This Amendment is made to the BellSouth 
Employee Stock Investment Plan (the "Plan"), 
which was adopted effective April 1, 1996.  
Pursuant to Section 7.04 of the Plan, the 
BellSouth Savings Plan Committee hereby amends 
the Plan, effective April 1, 1998, as follows:

                     1. 

Amend Section 2.01 of the Plan by replacing the
definition of "Participant" with the following:

"Participant" means any Eligible 
Employee who has elected to have payroll 
deductions credited to his Contribution Account 
during a Contribution Period pursuant to 
Article III or any Eligible Employee or former 
Eligible Employee who has amounts credited to 
his Contribution Account or share credited to 
his Stock Account.

                       2.
	Amend Section 5.02 by adding the following 
paragraph between the first and second 
paragraphs of said Section:

		If an Eligible Employee of BellSouth 
receives a Signal Award (or an award that 
is a successor to the Signal Award) that 
is designated to be payable in Stock, the 
Plan Administrator shall credit the 
awarded number of shares of Stock to such 
Eligible Employee's Stock Account as of 
the date the Purchasing Agent purchases 
such Stock at the direction of the Plan 
Administrator.  Stock purchased pursuant 
to the prior sentence shall not be counted 
for purposes of clause (a) in the 
preceding paragraph.
                         3.
	Amend Section 5.03 by replacing paragraph 
5.03(a) with the following:

(a)  Subject to the terms of this Section 
5.03, and in accordance with
procedures established by the Plan Administrator, a
Participant may elect
to receive a distribution of some or all of the 
shares credited to his Stock Account at any 
time, and the Plan Administrator shall process 
such request for the distribution to occur in 
the month following the month
in which it receives such election.  A 
Participant may not elect to receive a 
distribution of (x) shares purchased with 
matching contributions until the first day 
of the second calendar year after such 
matching contributions were credited to his 
Contribution Account, (y) shares purchased 
pursuant to the second paragraph of Section 
5.02 until such shares have been credited 
to his Contribution Account for at least 
one year, or (z) less than 20 shares, of 
Stock.

                    4.

Amend  Section	5.03 by replacing the last 
sentence  of subparagraph 5.03(b)(ii) with 
the following:

	If  the Participant has 20 or more 
shares of Stock credited  to  his  Stock  
Account  when  he  terminates employment  
with BellSouth and its Affiliates  or  when 
the  Plan is terminated, the Participant 
may elect,  in accordance  with  procedures 
established  by  the  Plan Administrator, 
(X) to receive cash equal to  the  value of  
the  shares credited to his Stock Account,  
(Y)  to receive  a distribution of the 
shares credited  to  his Stock  Account, or 
(Z) to have the shares  credited  to his  
Stock Account transferred to the BellSouth  
Direct Stock Purchase and Dividend 
Reinvestment Plan.

                  5.

Amend Section 7.02 by adding the following 
sentence after the first sentence thereof.

	A Participant's beneficiary or 
beneficiaries shall have the same distribution 
options as those provided to terminated 
Participants in paragraph 5.03(b).

APPROVED this 5th day of May, 1998.
BELLSOUTH SAVINGS PLAN COMMITTEE:
/s/ Richard D. Sibbernsen

Richard D. Sibbernsen
Vice President-Human Resources,
Chairman