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            BELLSOUTH EMPLOYEE STOCK INVESTMENT PLAN
                                
                                
                      ARTICLE  I -- PURPOSE

     The BellSouth Employee Stock Investment Plan is intended to
provide a method whereby employees of BellSouth Corporation and
certain of its affiliates will have an opportunity to acquire a
proprietary interest in BellSouth Corporation through the
purchase of shares of its common stock.


          ARTICLE II -- DEFINITIONS, GENDER AND NUMBER

2.01      Definitions

     Each term set forth in this Section 2.01 shall have the
respective meaning set forth opposite such term for purposes of
this Plan, and when the defined meaning is intended the term
shall be capitalized.

     "Affiliate" means any entity that, directly or indirectly,
controls, is controlled by, or is commonly controlled with
BellSouth.

     "BellSouth" means BellSouth Corporation, a Georgia
corporation.

     "Contribution Account" means the bookkeeping entry
maintained by the Plan Administrator with respect to a
Participant showing the payroll deductions, matching
contributions, cash dividends and other contributions credited to
the Participant for the Contribution Period.

     "Contribution Period" means the applicable calendar month
during which the Plan is in effect.

     "Eligible Employee" means any regular full- or part-time
Employee who is in active status, who is not an "Eligible
Employee" under the terms of the Employee Stock Purchase Plan,
who has reached the age of majority in the state of his residence
and who is not an officer.

     "Eligible Pay" means base salary.

     "Employee" means any individual employed by a Participating
Company.

     "Employee Stock Purchase Plan" means the BellSouth Employee
Stock Purchase Plan for represented employees.

     "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
former Eligible Employee who has amounts credited to his
Contribution Account or shares credited to his Stock Account.

     "Participating Company" means BellSouth and any of its
Affiliates that have elected, with the consent of BellSouth, to
maintain the Plan for its Employees.

     "Plan" means the BellSouth Employee Stock Investment Plan.

     "Plan Administrator" means the person or persons designated
by BellSouth to administer the Plan.

     "Purchasing Agent" means the person or persons designated by
BellSouth as its agent to purchase shares of Stock under the
Plan.

     "Stock" means the $1.00 par value common stock of BellSouth.

     "Stock Account" means the bookkeeping entry maintained by
the Plan Administrator with respect to a Participant showing the
number of shares of Stock credited to the Participant under the
Plan.

2.02      Gender and Number

     Unless the context clearly requires otherwise, the masculine
pronoun whenever used shall include the feminine and neuter
pronouns, the singular shall include the plural and the plural
shall include the singular.


          ARTICLE III -- ELIGIBILITY AND PARTICIPATION

     Any Eligible Employee who is employed by a Participating
Company on the first day of a Contribution Period shall be
eligible to participate in the Plan for each pay period that
begins during such Contribution Period.  An Eligible Employee may
become a Participant by following the procedures established by
the Plan Administrator for commencing participation on or before
the date set therefor by the Plan Administrator, which date shall
be prior to the first day of such Contribution Period.  Payroll
deductions elected by a Participant shall commence as of the
first day of the first pay period that begins during the
Contribution Period.

   ARTICLE IV -- PAYROLL DEDUCTIONS AND MATCHING CONTRIBUTIONS

4.01      Credits to Contribution Accounts

     (a)  A Participant shall elect, in accordance with
procedures established by the Plan Administrator, to have
deductions made from his Eligible Pay for each pay period that
begins during the Contribution Period in $5 increments from $10
to $500.  Payroll deductions shall continue at the rate elected
by the Participant for subsequent Contribution Periods until the
Participant changes or terminates the rate of deduction in
accordance with Section 4.03, his employment is terminated or the
applicable Participating Company terminates its participation in
the Plan.  No payroll deduction shall be credited to a
Participant's Contribution Account for a payroll period in which
the amount to be deducted exceeds the amount of the Participant's
Eligible Pay available for allotment.  The amount of such payroll
deductions shall be credited to the Participant's Contribution
Account on the date of the deduction and used monthly to purchase
Stock in accordance with Section 5.01.

     (b)  A Participant's Contribution Account shall be credited
with the amount of any dividends paid on the shares of stock
credited to his Stock Account on the date such dividends are
paid.

     (c)  Each Employee of BellSouth Telecommunications, Inc., on
April 1, 1996, shall have credited to his Contribution Account on
such date an amount equal to $1,200 reduced by any withholding
and payroll taxes occasioned by such credit.

4.02 Matching Contributions

     The Plan Administrator shall credit a matching contribution
equal to 15% of  a Participant's payroll deductions during a
Contribution Period to such Participant's Contribution Account.
The Plan Administrator shall not credit matching contributions
with respect to the amounts referenced in paragraphs 4.01(b) and
(c).

     The Participant's Eligible Pay shall be reduced by any
withholding and payroll taxes occasioned by the match.  The Plan
Administrator shall credit such matching contributions to the
Participant's Contribution Account on the date of the related
payroll deduction.

4.03      Changes in Payroll Deductions

     A Participant may elect, in accordance with procedures
established by the Plan Administrator, to change the rate of his
payroll deductions or to terminate payroll deductions at any time
up to and including the last day of a Contribution Period, with
such election being effective as of the first day of the first
full pay period of the following Contribution Period.  A
Participant may make up to four such elections per calendar year.
Unless it is his fourth election during a calendar year, a
Participant's termination of payroll deductions for any
Contribution Period shall not have any effect upon his
eligibility to participate in any succeeding Contribution Period.
If, as his fourth election during a calendar year, a participant
elects to terminate his payroll deductions, he may not elect to
have payroll deductions recommence until the first full pay
period in the first Contribution Period of the following calendar
year.

4.04 Interest

     The amounts credited to Participants' Contribution Accounts
shall not be credited with interest.

4.05 Employment Transfers

     (a)  If a Participant transfers employment to another
Participating Company, his election pursuant to Section 4.01
shall remain in effect with his new employer and any matching
contribution attributable to the amount credited to his
Contribution Account as of the date of his transfer shall become
the obligation of his new employer.

     (b)  If a Participant becomes eligible to participate in the
Employee Stock Purchase Plan, he must make a new election under
the terms of that plan.

     (c)  If a Participant transfers employment to an Affiliate
of BellSouth that is not a Participating Company, his active
participation shall terminate after any amounts attributable to
his last paycheck from the Participating Company are credited to
his Contribution Account.  The Plan Administrator shall continue
to hold the shares of Stock credited to his Stock Account subject
to the Participant's election to receive a distribution in
accordance with, or a distribution mandated by, Section 5.03.


  ARTICLE V -- PURCHASE, ALLOCATION AND DISTRIBUTION  OF STOCK

5.01 Purchase of Stock

     At such time after the end of a Contribution Period as
prescribed by the Purchasing Agent, each Participating Company
shall transfer to the Purchasing Agent the aggregate amount
credited to the Contribution Accounts of Participants that it
employs.  The Purchasing Agent shall use such amounts to purchase
shares of Stock on such day or days after the end of a
Contribution Period, and during the immediately following
Contribution Period, as it shall determine in its sole and
absolute discretion.  The Purchasing Agent may purchase shares of
Stock on the open market, or it may purchase newly issued shares
or treasury shares of Stock.

5.02 Allocation of Stock

     As soon as practicable following the purchase of shares
pursuant to Section 5.01, the Plan Administrator shall credit to
the Stock Account of each Participant a number of the purchased
shares that is the product of (a) and (b), where (a) is the total
number of shares of Stock purchased under Section 5.01 for the
Contribution Period, and (b) is the number that results from
dividing the amount credited to the Participant's Contribution
Account for such Contribution Period by the aggregate amount
credited to the Contribution Accounts of all Participants for
such Contribution Period.

     A Participant shall have no interest in the shares of Stock
purchased for a Contribution Period until the Plan Administrator
credits the applicable number of shares of Stock to the
Participant's Stock Account.

5.03 Distributions of Stock and Cash

     (a)  Subject to the terms of this Section 5.03, a
Participant may elect to receive a distribution of some or all of
the shares of Stock 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 (i) shares of Stock purchased with
matching contributions until the first day of the second calendar
year after such matching contributions were credited to his
Contribution Account, or (ii) less than 20 shares of Stock.

     (b)       (i) If a Participant terminates employment with
          BellSouth and its Affiliates or the Plan is terminated
          by the Participating Company that employs the
          Participant, the Plan Administrator shall distribute to
          him in cash the amount credited to his Contribution
          Account.

               (ii) If the Participant has less than 20 shares of
          Stock credited to his Stock Account when he terminates
          employment with BellSouth and its Affiliates or when
          the Plan is terminated, the Plan Administrator shall
          distribute to him, at his election, either (A) cash
          equal to the fair market value of the shares in his
          Stock Account on the date such shares are sold, less
          the administrative fee provided in paragraph 5.03(c),
          or (B) the shares in his Stock Account, with the number
          of shares distributed being reduced by the
          administrative fee provided in paragraph 5.03(c).  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 Plan Administrator shall distribute
          such shares of Stock to the Participant, with the
          number of shares distributed being reduced by the
          administrative fee provided in paragraph 5.03(c).

In all cases above, the distribution shall be processed by the
Plan Administrator as soon as practicable following the event
that causes the distribution.  The Plan Administrator shall
determine the fair market value of any shares that are sold on a
given day based on the amount realized from all sales of shares
under the Plan on such day.

     (c)  All distributions shall be reduced by a $25
administrative fee.  If a Participant is to receive a
distribution of Stock, the Plan Administrator shall withhold from
such distribution shares or fractional shares of Stock with a
fair market value of $25 determined as provided in paragraph
5.03(b).  Cash equal to the fair market value of any fractional
shares shall be distributed in lieu of the fractional shares.

     (d)  A Participant may make up to two elections during a
calendar year to receive distributions of Stock.  The
distributions provided in paragraph 5.03(b) above shall not count
as one of such elections.


                  ARTICLE VI -- ADMINISTRATION

     Except as such duties may be delegated to the Plan
Administrator by BellSouth or under the terms of the Plan,
BellSouth shall administer the Plan and shall have plenary
authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt procedures for administering the
Plan, and to make all other determinations deemed necessary or
advisable for administering the Plan.  BellSouth's determination,
or the determination of its delegate, if applicable, on the
foregoing matters shall be conclusive.


                  ARTICLE VII -- MISCELLANEOUS

7.01      Transferability

     Payroll deductions and matching contributions credited to a
Participant's Stock Account and any rights with regard to the
purchase of shares of Stock under the Plan may not be assigned,
transferred, pledged, or otherwise disposed of in any way by the
Participant.  Any such attempted assignment, transfer, pledge or
other disposition shall be without effect.

7.02 Designation of Beneficiary

     In accordance with procedures established by the Plan
Administrator, a Participant may designate one or more
beneficiaries to receive the shares credited to his Stock Account
and the cash credited to his Contribution Account upon his death
while a Participant.  If a Participant dies without designating a
beneficiary, the Plan Administrator cannot locate the beneficiary
or there is a dispute as to the validity of the designation, such
shares and cash shall be distributed to his estate.

7.03      Use of Funds

     Prior to the time such funds are transferred to the
Purchasing Agent, all payroll deductions received or held by the
Participating Company under this Plan may be used by the
Participating Company for any corporate purpose, and the
Participating Company shall not be obligated to segregate such
payroll deductions.

7.04      Amendment and Termination

     Unless the BellSouth Savings Plan Committee terminates the
Plan earlier or extends the duration of the Plan, the Plan shall
terminate at the close of business on December 31, 2000.  In
addition, a Participating Company may elect to terminate its
participation in the Plan at any time.  The BellSouth Savings
Plan Committee shall have complete power and authority to amend
the Plan.   No termination or amendment of the Plan shall cause a
Participant to forfeit any amount credited to his Contribution
Account or the shares credited to his Stock Account.

7.05      Effective Date

     The Plan shall become effective generally as of April 1,
1996, and shall become effective as to a Participating Company on
the date specified by BellSouth.

7.06      No Employment Rights

     The Plan does not, directly or indirectly, create any right
for the benefit of any Employee or class of Employees to purchase
any shares of Stock under the Plan except in accordance with its
terms, or create in any Employee or class of Employees any right
with respect to continuation of employment by the Participating
Company, and it shall not be deemed to interfere in any way with
the Participating Company's right to terminate, or otherwise
modify, an Employee's employment at any time.

7.07      Effect of Plan

     The provisions of the Plan shall, in accordance with its
terms, be binding upon, and inure to the benefit of, all
successors of each Participant, including, without limitation,
such Participant's estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee
in bankruptcy or representative of creditors of such Participant.

7.08      Governing Law

     The laws of the State of Georgia will govern all matters
relating to this Plan except to the extent they are superseded by
the laws of the United States.