EXHIBIT 11
                    BellSouth Corporation
              Computation of Earnings Per Share

                 For the Three Month             
                    Periods Ended
                      March 31,
                   1997       1996                     
Earnings Per Common Share:
                                                  
Net Income      $   693    $   970                
                                                  
Weighted                                          
average shares             
outstanding         992        994
                                                  
Earnings Per                                      
Common Share    $   .70    $   .98
                                                  
                                                  EXHIBIT 11
                    BellSouth Corporation
        Computation of Earnings Per Share (continued)
                              
                 For the Three Month             
                    Periods Ended
                      March 31,
                   1997       1996                     
Primary Earnings Per Common Share:
                                                  
Net Income      $   693    $   970                
                                                  
Weighted                                          
average shares             
outstanding         992        994
                                                  
Incremental                                       
shares from                
assumed                    
exercise of                
stock options              
and payment of             
performance                
share awards          2          3
                                                  
Total Shares        994        997                
                                                  
Earnings Per                                      
Common Share    $   .70    $   .97
                                                  
                                                  
                              
                              
                                                  EXHIBIT 11
                    BellSouth Corporation
        Computation of Earnings Per Share (continued)
                              
                 For the Three Month             
                    Periods Ended
                      March 31,
                   1997       1996                     
Fully Diluted Earnings Per Common Share:
                                                  
Net Income      $   693    $   970                
                                                  
Weighted                                          
average shares             
outstanding         992        994
                                                  
Incremental                                       
shares from                
assumed                    
exercise of                
stock options              
and payment of             
performance                
share awards          2          3
                                                  
Total Shares        994        997                
                                                  
Earnings Per                                      
Common Share    $   .70    $   .97