BELLSOUTH
                   COMPENSATION DEFERRAL PLAN

              BELLSOUTH COMPENSATION DEFERRAL PLAN
                        TABLE OF CONTENTS

BACKGROUND AND PURPOSE                                          1
ARTICLE I  DEFINITIONS                                          2
1.1 "ACCOUNT"                                                   2
1.2 "AFFILIATE"                                                 2
1.3 "BASE SALARY"                                               2
1.4 "BELLSOUTH"                                                 2
1.5 "BENEFICIARY"                                               2
1.6 "BOARD"                                                     2
1.7 "BUSINESS DAY"                                              2
1.8 "CODE"                                                      2
1.9 "COMPANY STOCK"                                             2
1.10 "COMPENSATION"                                             3
1.11 "CREDITED INTEREST RATE"                                   3
1.12 "DEFERRAL CONTRIBUTIONS"                                   3
1.13 "DEFERRAL ELECTION"                                        3
1.14 "EFFECTIVE DATE"                                           3
1.15 "ELECTION DEADLINE"                                        3
1.16 "ELECTION PACKAGE"                                         3
1.17 "ELIGIBLE EMPLOYEE"                                        4
1.18 "ERISA"                                                    4
1.19 "INTEREST INCOME OPTION"                                   4
1.20 "INTEREST INCOME SUBACCOUNT"                               4
1.21 "INVESTMENT ELECTION"                                      4
1.22 "INVESTMENT OPTIONS"                                       4
1.23 "PARTICIPANT"                                              4
1.24 "PARTICIPATING COMPANY"                                    4
1.25 "PLAN"                                                     4
1.26 "PLAN ADMINISTRATOR"                                       4
1.27 "PLAN YEAR"                                                5
1.28 "STOCK UNIT"                                               5
1.29 "STOCK UNIT OPTION"                                        5
1.30 "STOCK UNIT SUBACCOUNT"                                    5
1.31 "VALUATION DATE"                                           5
ARTICLE II  ELIGIBILITY AND PARTICIPATION                       6
2.1 ELIGIBILITY.                                                6
2.2 ELECTION PROCEDURES.                                        6
2.3 CESSATION OF ELIGIBILITY.                                   6
ARTICLE III  PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS     7
3.1 PARTICIPANTS' ACCOUNTS.                                     7
 (a) ESTABLISHMENT OF ACCOUNTS.                                7
 (b) NATURE OF CONTRIBUTIONS AND ACCOUNTS.                     7
 (c) SEVERAL LIABILITIES.                                      7
 (d) GENERAL CREDITORS.                                        7
3.2 DEFERRAL CONTRIBUTIONS.                                     7
 (a) EFFECTIVE DATE.                                           7
 (b) TERM.                                                     8
 (c) AMOUNT.                                                   8
 (d) REVOCATION.                                               8
 (e) CREDITING OF DEFERRED COMPENSATION.                       8
3.3 DEFERRAL ELECTIONS AND MULTIPLE PARTICIPATING COMPANIES.    9
3.4 TERMINATION UNDER SEVERANCE ARRANGEMENT                     9
3.5 VESTING.                                                    9
ARTICLE IV  DETERMINATION AND CREDITING OF INVESTMENT RETURN   10
4.1 GENERAL INVESTMENT PARAMETERS.                             10
4.2 PARTICIPANT DIRECTION OF DEEMED INVESTMENTS.               10
 (a) NATURE OF PARTICIPANT DIRECTION.                         10
 (b) INVESTMENT OF CONTRIBUTIONS.                             10
 (c) INVESTMENT OF EXISTING ACCOUNT BALANCES.                 10
 (d) INVESTMENT SUBACCOUNTS.                                  11
4.3 STOCK UNIT OPTION.                                         11
 (a) STOCK UNIT SUBACCOUNT.                                   11
 (b) CASH DIVIDENDS.                                          11
 (c) ADJUSTMENTS FOR STOCK DIVIDENDS AND SPLITS.              11
4.4 INTEREST INCOME OPTION.                                    12
 (a) INTEREST INCOME SUBACCOUNT.                              12
 (b) CREDITING OF DEEMED INTEREST.                            12
  (i) AMOUNT INVESTED.                                        12
  (ii) DETERMINATION OF AMOUNT.                               12
4.5 GOOD FAITH VALUATION BINDING.                              12
4.6 ERRORS AND OMISSIONS IN ACCOUNTS.                          12
ARTICLE V  PAYMENT OF ACCOUNT BALANCES                         13
5.1 BENEFIT AMOUNTS.                                           13
 (a) BENEFIT ENTITLEMENT.                                     13
 (b) VALUATION OF BENEFIT.                                    13
 (c) CONVERSION OF STOCK UNITS INTO DOLLARS.                  13
5.2 ELECTIONS OF TIMING AND FORM.                              13
 (a) TIMING.                                                  13
 (b) FORM OF DISTRIBUTION.                                    13
 (c) MULTIPLE SELECTIONS.                                     14

5.3 BENEFIT PAYMENTS TO A PARTICIPANT.                         14
 (a) TIMING.                                                  14
 (b) FORM OF DISTRIBUTION.                                    14
 (c) VALUATION OF SINGLE SUM PAYMENTS.                        14
 (d) VALUATION OF INSTALLMENT PAYMENTS.                       14
5.4 DEATH BENEFITS.                                            15
 (a) GENERAL                                                  15
 (b) VALUATION                                                15
5.5 BENEFICIARY DESIGNATION.                                   15
 (a) GENERAL.                                                 15
 (b) NO DESIGNATION OR DESIGNEE DEAD OR MISSING.              15
 (c) DEATH OF BENEFICIARY                                     16
5.6 TAXES.                                                     16
ARTICLE VI  CLAIMS                                             17
6.1 INITIAL CLAIM.                                             17
6.2 APPEAL.                                                    17
6.3 SATISFACTION OF CLAIMS.                                    17
ARTICLE VII  SOURCE OF FUNDS                                   18
ARTICLE VIII  PLAN ADMINISTRATION                              19
8.1 ACTION BY THE PLAN ADMINISTRATOR.                          19
 (a) INDIVIDUAL ADMINISTRATOR.                                19
 (b) ADMINISTRATIVE COMMITTEE.                                19
8.2 RIGHTS AND DUTIES OF THE PLAN ADMINISTRATOR.               19
8.3 BOND; COMPENSATION.                                        20
ARTICLE IX  AMENDMENT AND TERMINATION                          21
9.1 AMENDMENTS.                                                21
9.2 TERMINATION OF PLAN.                                       21
9.3 LIMITATION ON AUTHORITY.                                   21
 (a) PLAN AMENDMENTS                                          21
 (b) PLAN TERMINATION                                         21
 (c) OPINIONS OF COUNSEL                                      22
ARTICLE X  MISCELLANEOUS                                       23
10.1 TAXATION.                                                 23
10.2 WITHHOLDING.                                              23
10.3 NO EMPLOYMENT CONTRACT.                                   23
10.4 HEADINGS.                                                 23
10.5 GENDER AND NUMBER.                                        23
10.6 ASSIGNMENT OF BENEFITS.                                   23
10.7 LEGALLY INCOMPETENT.                                      23
10.8 ENTIRE DOCUMENT.                                          23
10.9 GOVERNING LAW.                                            23

              BELLSOUTH COMPENSATION DEFERRAL PLAN


      Effective  as  of the 1st day of January,  1997,  BellSouth
Corporation  ("BellSouth") established the BellSouth Compensation
Deferral  Plan  (the  "Plan").  The Plan is  hereby  amended  and
restated effective as of October 1, 1997.

                                
                     BACKGROUND AND PURPOSE


      A.   Goal.  BellSouth desires to provide its designated key
management employees, and those of its affiliated companies  that
participate  in the Plan, with an opportunity (i)  to  defer  the
receipt and income taxation of a portion of such employees'  base
salaries;  and  (ii)  to receive an investment  return  on  those
deferred  amounts  based  on the return of  BellSouth  stock,  an
indexed rate of interest, or a combination of the two.

      B.    Purpose.  The purpose of the Plan is to set forth the
terms  and  conditions pursuant to which these deferrals  may  be
made and deemed invested and to describe the nature and extent of
the employees' rights to their deferred amounts.

      C.    Type  of  Plan.   The Plan constitutes  an  unfunded,
nonqualified  deferred  compensation plan that  benefits  certain
designated  employees  who  are within  a  select  group  of  key
management  or  highly compensated employees.  Each Participating
Company  alone  has the obligation to pay amounts  payable  under
this Plan to its Plan Participants, and such payments are not  an
obligation of any other Participating Company.

                            ARTICLE I
                           DEFINITIONS

      For purposes of the Plan, each of the following terms, when
used  with an initial capital letter, shall have the meaning  set
forth below unless a different meaning plainly is required by the
context.

      1.1  "Account" shall mean, with respect to a Participant or
Beneficiary,  the total dollar amount or value evidenced  by  the
last  balance posted in accordance with the terms of the Plan  to
the   account   record  established  for  such   Participant   or
Beneficiary  with respect to the Deferral Contributions  of  such
Participant for any Plan Year.

     1.2  "Affiliate" shall mean at any time any corporation,
joint venture or partnership in which BellSouth owns directly or
indirectly, (i) with respect to a corporation, stock possessing
at least ten percent (10%) of the total combined voting power of
all classes of stock in the corporation, or (ii) in the case of a
joint venture or partnership, a ten percent (10%) or greater
interest in the capital or profits of such joint venture or
partnership.

     1.3  "Base Salary" shall mean, with respect to each Eligible
Employee for a Plan Year, the gross regular, periodic base salary
paid  or payable to him during such Plan Year, including  any  of
his  own  before-tax and after-tax contributions to, or deferrals
under,  any  Code Section 401(k), Code Section 125,  nonqualified
deferred  compensation or other employee benefit plan or program,
maintained  by  a Participating Company from time  to  time,  but
excluding any contributions or benefits paid under any such  plan
or program by a Participating Company.

     1.4  "BellSouth" shall mean BellSouth Corporation, a Georgia
corporation.

       1.5    "Beneficiary"  shall  mean,  with  respect   to   a
Participant, the person(s) determined in accordance with  Section
5.5  to receive any death benefits that may be payable under  the
Plan upon the death of the Participant.

     1.6  "Board" shall mean the Board of Directors of BellSouth.

      1.7   "Business Day" shall mean each day on which  the  New
York  Stock  Exchange  operates and is open  to  the  public  for
trading.

     1.8  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

      1.9   "Company  Stock" shall mean the $1.00 par  value  per
share voting common stock of BellSouth.

      1.10 "Compensation" shall mean, for purposes of determining
the  maximum amount that a Participant may defer under  the  Plan
for any Plan Year, the total of such Participant's (i) annualized
Base  Salary  rate, and (ii) standard short-term incentive  award
amount.   For  a  Participant  who  is  designated  by  the  Plan
Administrator as a member of BellSouth's "executive  compensation
group"  for purposes of this Plan such amount shall be determined
as  the  rate or amount in effect or applicable on the date  such
Participant executes a Deferral Election.  For a Participant  who
is designated by the Plan Administrator as a "senior manager" for
purposes of this Plan such amount shall be determined as the rate
or  amount in effect or applicable on September 1 of the year  in
which  the  Participant executes a Deferral  Election.   For  any
Eligible  Employee  employed  by a  Participating  Company  whose
compensation  structure  does not readily  fit  this  definition,
"Compensation"  shall mean cash compensation as  defined  by  the
Plan Administrator.

      1.11  "Credited Interest Rate" shall mean,  for  each  Plan
Year,  the  rate  of return equal to Moody's Monthly  Average  of
Yields  of  Aa Corporate Bonds, as published by Moody's Investors
Service,  Inc., for the month of July immediately preceding  such
Plan  Year.   If such rate (or any alternative rate described  in
this  sentence)  is  at any time no longer  available,  the  Plan
Administrator shall designate an alternative rate  which  in  the
Plan  Administrator's reasonable judgment is generally comparable
to  the  rate  described  in  the preceding  sentence,  and  such
alternative rate shall thereafter be the Credited Interest Rate.

      1.12  "Deferral Contributions" shall mean,  for  each  Plan
Year,  that portion of a Participant's Base Salary deferred under
the Plan pursuant to Section 3.2.

      1.13 "Deferral Election" shall mean a written election form
provided  by the Plan Administrator on which an Eligible Employee
may elect to defer under the Plan a portion of his Base Salary.

     1.14 "Effective Date" shall mean January 1, 1997.

      1.15 "Election Deadline" shall mean, with respect to a Plan
Year,  the November 30 (or if November 30 is not a Business  Day,
the   last  Business  Day  immediately  preceding  November   30)
immediately   preceding  the  first  day  of  such   Plan   Year.
Notwithstanding  the  foregoing, with the approval  of  the  Plan
Administrator, "Election Deadline" may mean, with  respect  to  a
Plan  Year, the December 31 (or if December 31 is not a  Business
Day,  the  last Business Day immediately preceding  December  31)
immediately preceding the first day of such Plan Year.

     1.16 "Election Package" shall mean a package consisting of a
Deferral  Election, an Investment Election and such  other  forms
and  documents  distributed to Eligible  Employees  by  the  Plan
Administrator  for  the  purpose of allowing  them  to  elect  to
actively participate in the Plan for a Plan Year.

      1.17  "Eligible Employee" shall mean, for each  Plan  Year,
each management employee of a Participating Company who (i) is  a
member  of a select group of highly compensated or key management
employees, and (ii) is designated by the Plan Administrator as  a
member  of  BellSouth's "executive compensation group"  or  as  a
"senior manager" for purposes of this Plan for the Plan Year,  or
is  otherwise designated by the Plan Administrator as eligible to
participate in the Plan for such Plan Year.

      1.18  "ERISA"  shall  mean the Employee  Retirement  Income
Security Act of 1974, as amended.

      1.19  "Interest  Income Option" shall mean  the  Investment
Option   described   in  Section  4.4,  pursuant   to   which   a
Participant's  deemed investment earnings are determined  on  the
basis of the Credited Interest Rate.

      1.20  "Interest Income Subaccount" shall mean a bookkeeping
subaccount reflecting that portion of a Participant's Account for
each  Plan  Year which is deemed to be invested in  the  Interest
Income Option.

      1.21  "Investment Election" shall mean a  written  election
form  provided  by  the Plan Administrator on which  an  Eligible
Employee may elect to have his Deferral Contributions for a  Plan
Year  (and  all investment earnings attributable thereto)  deemed
invested  in  either  the Stock Unit Option and/or  the  Interest
Income Option.

      1.22  "Investment Options" shall mean the Stock Unit Option
and the Interest Income Option.

      1.23  "Participant" shall mean any person participating  in
the Plan pursuant to the provisions of Article II.

      1.24 "Participating Company" shall mean BellSouth and  each
Affiliate listed as a Participating Company as of January 1, 1997
on Exhibit A hereto, and each other Affiliate which, by action of
its board of directors (or equivalent governing body), adopts the
Plan  as  a Participating Company with the approval of  the  Plan
Administrator.  Exhibit A shall be updated from time to  time  to
reflect  the  addition of new Participating  Companies,  and  the
effective dates of their participation, and the deletion  of  any
entities which are no longer Participating Companies.

      1.25  "Plan" shall mean the BellSouth Compensation Deferral
Plan, as contained herein and all amendments hereto.

      1.26  "Plan  Administrator" shall mean the Chief  Executive
Officer   of  BellSouth  and  any  individual  or  committee   he
designates to act on his behalf with respect to any or all of his
responsibilities hereunder; provided, the Board may designate any
other person or committee to serve in lieu of the Chief Executive
Officer as the Plan Administrator with respect to any or  all  of
the administrative responsibilities hereunder.

     1.27 "Plan Year" shall mean the calendar year.

      1.28  "Stock  Unit"  shall mean an  accounting  entry  that
represents an unsecured obligation of a Participating Company  to
pay  to a Participant an amount which is based on the fair market
value of one share of Company Stock as set forth herein.  A Stock
Unit shall not carry any voting, dividend or other similar rights
and  shall not constitute an option or any other right to acquire
any equity securities of BellSouth.

      1.29  "Stock Unit Option" shall mean the Investment  Option
described  in  Section  4.3, pursuant to  which  a  Participant's
deemed  investment earnings are determined by the rate of  return
applicable to Stock Units.

      1.30  "Stock  Unit  Subaccount" shall  mean  a  bookkeeping
subaccount reflecting that portion of a Participant's Account for
each  Plan Year which is deemed to be invested in the Stock  Unit
Option.

      1.31  "Valuation  Date"  shall mean  December  31  (or,  if
December  31  is  not  a  Business Day,  the  last  Business  Day
immediately  preceding December 31), and each other day  declared
by the Plan Administrator to be a Valuation Date.

                           ARTICLE II
                  ELIGIBILITY AND PARTICIPATION

      2.1   Eligibility.   Each individual  who  is  an  Eligible
Employee for a Plan Year shall be eligible to defer a portion  of
his  Base Salary and thereby to actively participate in the  Plan
for such Plan Year.  Such individual's participation shall become
effective  as  of  the first day of such Plan Year,  assuming  he
properly  and timely completes the election procedures  described
below.

      2.2   Election  Procedures.  Each Eligible  Employee  shall
elect to defer a portion of his Base Salary and thereby become an
active  Participant  for  a Plan Year by delivering  a  completed
Deferral  Election  and an Investment Election  by  the  Election
Deadline  for  such Plan Year.  The Plan Administrator  also  may
require the Eligible Employee to complete other forms and provide
other  data,  as  a  condition  of  participation  in  the  Plan.
Furthermore, such an election by an individual shall be effective
only  if  the  individual  is actively employed  as  an  Eligible
Employee  at  the  time  the individual  delivers  the  completed
Deferral Election and Investment Election.

      2.3   Cessation  of  Eligibility.  An  Eligible  Employee's
active  participation in the Plan shall terminate, and  he  shall
not be eligible to make any additional Deferral Contributions for
any portion of a Plan Year following the date his employment with
BellSouth  and all Participating Companies terminates (unless  he
is  reemployed as an Eligible Employee later in such Plan  Year).
In  addition, an individual who actively participated in the Plan
during  prior Plan Years but who is not an Eligible  Employee  or
does  not complete the election procedures, for a subsequent Plan
Year,  shall cease his active participation in the Plan for  such
subsequent   Plan   Year.    Even  if  an   individual's   active
participation in the Plan ends, such individual shall  remain  an
inactive  Participant in the Plan until the earlier  of  (i)  the
date  the  full  amount of his Accounts is distributed  from  the
Plan, or (ii) the date he again becomes an Eligible Employee  and
recommences active participation in the Plan.  During the  period
of  time  that  an individual is an inactive Participant  in  the
Plan, his Accounts shall continue to be credited with earnings as
provided                in               the                Plan.
                           ARTICLE III
         PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS

     3.1  Participants' Accounts.

          (a)  Establishment of Accounts.  The Plan Administrator
shall  establish  and  maintain an  Account  on  behalf  of  each
Participant  for  each Plan Year for which the Participant  makes
Deferral Contributions.  The Plan Administrator shall credit each
Participant's  Account with his Deferral Contributions  for  such
Plan  Year and earnings attributable thereto, and shall  maintain
such  Account until the value thereof has been distributed to  or
on behalf of such Participant or his Beneficiary.

          (b)  Nature of Contributions and Accounts.  The amounts
credited to a Participant's Accounts shall be represented  solely
by  bookkeeping entries.  Except as provided in Article  VII,  no
monies  or  other  assets shall actually be set  aside  for  such
Participant,  and all payments to a Participant  under  the  Plan
shall  be  made  from  the general assets  of  the  Participating
Companies.

           (c)   Several Liabilities.  Each Participating Company
shall  be  severally (and not jointly) liable for the payment  of
benefits  under  the  Plan under Deferral Elections  executed  by
Eligible   Employees   with,  and   while   employed   by,   such
Participating Company.

           (d)   General  Creditors.  Any  assets  which  may  be
acquired  by  a  Participating Company  in  anticipation  of  its
obligations under the Plan shall be part of the general assets of
such Participating Company.  A Participating Company's obligation
to pay benefits under the Plan constitutes a mere promise of such
Participating Company to pay such benefits, and a Participant  or
Beneficiary  shall  be  and remain no  more  than  an  unsecured,
general creditor of such Participating Company.

      3.2   Deferral Contributions.  Each Eligible  Employee  may
irrevocably  elect  to have Deferral Contributions  made  on  his
behalf  for  a  Plan  Year by completing in  a  timely  manner  a
Deferral Election and an Investment Election and following  other
election  procedures as provided in Section 2.2. Subject  to  any
modifications,   additions   or   exceptions   that   the    Plan
Administrator,   in   its  sole  discretion,   deems   necessary,
appropriate or helpful, the following terms shall apply  to  such
Deferral Elections:

          (a)  Effective Date.  A Participant's Deferral Election
for  any  Plan  Year  shall  be effective  and  provide  for  the
reduction  and  deferral of a portion of such Participant's  Base
Salary  otherwise  payable in regular, periodic paychecks  during
such  Plan  Year.  If  an Eligible Employee fails  to  deliver  a
Deferral  Election,  or to complete any of  the  other  requisite
election  procedures, in a timely manner, he shall be  deemed  to
have elected not to participate in the Plan for that Plan Year.

           (b)  Term.  Each Participant's Deferral Election for a
Plan Year shall remain in effect with respect to a portion of all
Base Salary paid or payable during such Plan Year, but shall  not
apply to any subsequent Plan Year.

            (c)    Amount.   Each  Eligible  Employee's  Deferral
Election  shall  specify  a  dollar  amount,  in  increments   of
$1,000.00,  of  annual  Base Salary to be deferred.  The  maximum
amount  that  an Eligible Employee may defer for  any  Plan  Year
shall be as follows:
     
               (i)  for an Eligible Employee who is designated as
     a  "senior  manager", or otherwise designated  by  the  Plan
     Administrator  as eligible to participate in the  Plan  (and
     who  is  not  also  designated as a  member  of  BellSouth's
     "executive  compensation group" for the Plan Year),  10%  of
     his Compensation; and

               (ii) for an Eligible Employee who is designated as
     a member of BellSouth's "executive compensation group",  25%
     of his Compensation;
     
in  each case, rounded to the next highest thousand dollars.  The
total   dollar  amount  shall  be  withheld  from  such  Eligible
Employee's  regular,  periodic  paychecks  of  Base   Salary   in
substantially  equal  installments  throughout  the  Plan   Year.
Notwithstanding  any  provision  of  this  Plan  or  a   Deferral
Election  to the contrary, however, the amount withheld from  any
payment  of  Base  Salary  shall  be  reduced  automatically,  if
necessary, so that it does not exceed the amount of such  payment
net  of  all  withholding, allotments and deductions, other  than
any  reduction  pursuant to such Deferral Election.   No  amounts
shall  be  withheld  during any period an  individual  ceases  to
receive  Base  Salary as an actively employed  Eligible  Employee
for  any reason during the Plan Year except that, in the case  of
an  individual  on  an  approved paid  leave  of  absence  as  an
Eligible  Employee  (including a paid leave of  absence  under  a
short  term disability plan of a Participating Company),  amounts
shall  be  withheld  from  such leave  of  absence  payments  and
otherwise  treated  in  the  same  manner  as  if  such  payments
constituted Base Salary under the Plan.  No adjustment  shall  be
made in the amount to be withheld from any subsequent payment  of
Base  Salary  for  a Plan Year to compensate for  any  missed  or
reduced withholding amounts above.

           (d)   Revocation.   Once  made  for  a  Plan  Year,  a
Participant  may not revoke his Deferral Election for  such  Plan
Year.

           (e)   Crediting  of Deferred Compensation.   The  Plan
Administrator  shall credit to each Participant's Account  for  a
Plan  Year,  as  of the first day of such Plan Year,  the  entire
amount  of the Participant's Deferral Contributions reflected  in
his  Deferral  Election for such Plan Year;  provided,  that  the
Participant's   Account   shall   be   automatically    adjusted,
retroactively to the first day of such Plan Year, to reflect  the
amount  of Deferral Contributions actually made from Base  Salary
(or  pursuant to Section 3.4, if applicable) during the Plan Year
if for any reason the entire amount of the Participant's Deferral
Contributions so reflected is not made.

       3.3    Deferral   Elections  and  Multiple   Participating
Companies.   Any Deferral Election which is timely  executed  and
delivered to the Plan Administrator shall be effective  to  defer
Base  Salary  earned  by the Participant from  the  Participating
Company employing such Participant at the time of his election or
any other Participating Company employing such Participant during
the  Plan Year for which the Deferral Election is effective.   In
particular, a Participant (i) who timely executes and delivers  a
Deferral Election while employed by one Participating Company and
subsequently  transfers  to  another  Participating  Company,  or
(ii)  who terminates employment and subsequently becomes employed
by another Participating Company, shall have the Base Salary that
is paid or payable to him by both Participating Companies reduced
under  the terms of the Deferral Election and the Plan as if  the
transfer  or  termination  and  reemployment  had  not  occurred;
provided,  that, as provided in Section 3.2(c), no amounts  shall
be  withheld attributable to any portion of the Plan Year  during
which he is not receiving Base Salary as an Eligible Employee  of
a Participating Company.

     3.4  Termination Under Severance Arrangement.  A Participant
eligible  to  participate  in  a severance  plan  or  arrangement
sponsored by a Participating Company which provides for  a  lump-
sum  severance payment upon termination of employment may  elect,
on  such  form and at such time and in such manner  as  shall  be
prescribed by the Plan Administrator, to reduce the amount  of  a
lump-sum  severance payment to which the Participant  may  become
entitled  under  such plan or arrangement in  an  amount  not  to
exceed  the  dollar  amount by which the  Participant's  Deferral
Contributions for the Plan Year in which such termination  occurs
would  not  have  been  made  at  the  time  of  termination   of
employment,  and the amount so elected shall for all purposes  be
treated as Deferral Contributions made under the Plan.

      3.5   Vesting.  A Participant shall at all times  be  fully
vested  in his Deferral Contributions and all investment earnings
attributable thereto.
                           ARTICLE IV
        DETERMINATION AND CREDITING OF INVESTMENT RETURN


      4.1   General  Investment Parameters.  The rate  of  return
credited to each Participant's Account shall be determined on the
basis  of  the  Investment Option(s) selected by the Participant.
The  terms  of  this selection process and the  manner  in  which
investment return is credited are set forth in this Article IV.

      4.2   Participant  Direction of Deemed  Investments.   Each
Participant generally may direct the manner in which his Deferral
Contributions for each Plan Year shall be deemed invested in  and
between  the Stock Unit Option and/or the Interest Income Option,
in accordance with the following terms:

           (a)  Nature of Participant Direction.  A Participant's
election  of the Stock Unit Option and/or Interest Income  Option
shall  be for the sole purpose of determining the rate of  return
to  be credited to his Account for such Plan Year, and shall  not
be  treated  or  interpreted  in  any  manner  whatsoever  as   a
requirement  or  direction to actually invest assets  in  Company
Stock,  an  interest income fund or any other  investment  media.
The  Plan,  as  an  unfunded, nonqualified deferred  compensation
plan,  at  no  time  shall have any actual investment  of  assets
relative to the benefits or Accounts hereunder.

           (b)  Investment of Contributions.  In conjunction with
completing  a  Deferral  Election for a Plan  Year,  an  Eligible
Employee  shall  complete an Investment Election prescribing  the
percentage of his Deferral Contributions for such Plan Year  that
will be deemed to be invested in the Stock Unit Option and/or the
Interest Income Option; provided, such Investment Election  shall
specify one of the three alternatives, as follows:

                (i)   100% of the Deferral Contributions for such
     Plan Year shall be deemed invested in the Stock Unit Option;

                (ii) 100% of the Deferral Contributions for  such
     Plan  Year  shall be deemed invested in the Interest  Income
     Option; or

                (iii)      50% of the Deferral Contributions  for
     such  Plan  Year shall be deemed invested in the Stock  Unit
     Option, and 50% of the Deferral Contributions for such  Plan
     Year shall be deemed invested in the Interest Income Option.

           (c)   Investment  of  Existing  Account  Balances.   A
Participant  may  not  make an Investment Election  changing  the
percentage of an existing Account balance that will be deemed  to
be  invested in the Stock Unit Option and/or the Interest  Income
Option.  Once an Investment Election is made with respect  to  an
Account, it shall continue to apply with respect to such  Account
until all amounts in such Account are distributed.

           (d)  Investment Subaccounts.  For the sole purpose  of
tracking  a  Participant's investment elections  and  calculating
investment earnings attributable to a Participant's Account for a
Plan  Year  pursuant to the terms of this Article  IV,  the  Plan
Administrator  shall establish and maintain for such  Participant
for such Plan Year a Stock Unit Subaccount and an Interest Income
Subaccount,  as  necessary, the total of which shall  equal  such
Participant's Account for such Plan Year.

     4.3  Stock Unit Option.

           (a)  Stock Unit Subaccount.  To the extent an Eligible
Employee makes an Investment Election in accordance with  Section
4.2 to have all or a portion of his Deferral Contributions for  a
Plan  Year  deemed to be invested in the Stock Unit  Option,  the
Participant's Stock Unit Subaccount for such Plan Year  shall  be
credited  (subject  to  the adjustment  described  in  subsection
3.2(e),  if  applicable), as of the first day of such Plan  Year,
with  a  number of Stock Units equal to the number  of  full  and
fractional shares of Company Stock that could have been purchased
with   such   portion   of  the  Eligible   Employee's   Deferral
Contributions  elected for such Plan Year at the average  of  the
high  and low sales prices of one share of Company Stock  on  the
New  York Stock Exchange for the last Business Day of each of the
three calendar months immediately preceding the first day of such
Plan Year.

           (b)   Cash  Dividends.   As  of  each  date  on  which
BellSouth  has paid a cash dividend on Company Stock, the  number
of  Stock Units credited to a Participant's Stock Unit Subaccount
for  each  Plan Year shall be increased by a number of additional
Stock  Units equal to the quotient of (i) the amount of dividends
that  would  have  been paid on the number of shares  of  Company
Stock  equivalent to the number of Stock Units credited  to  such
subaccount as of such dividend payment date, divided by (ii)  the
average  of the daily high and low sales prices of one  share  of
Company  Stock on the New York Stock Exchange for the  period  of
five  Business Days ending on such dividend payment date (or  the
period  of five Business Days ending on the immediately preceding
Business Day if such date was not a Business Day).

           (c)   Adjustments.   In the event  of  any  change  in
outstanding   shares  of  Company  Stock,  by   reclassification,
recapitalization,  merger, consolidation,  spinoff,  combination,
exchange   of  shares,  stock  split,  reverse  stock  split   or
otherwise, or in the event of the payment of a stock dividend  on
Company  Stock, or in the event of any other increase or decrease
in  the number of outstanding shares of Company Stock, other than
the  issuance  of shares for value received by BellSouth  or  the
redemption  of  shares  for value, the Plan  Administrator  shall
adjust  the  number and/or form of Stock Units in the  manner  it
deems  appropriate  in its reasonable judgment  to  reflect  such
event, including substituting or adding publicly traded shares of
companies other than the Company as a basis for determining Stock
Units.    The  Plan  Administrator  similarly  shall  make   such
adjustments  as  it  deems  are  appropriate  in  its  reasonable
judgment  in  the  form, including the basis of  measurement,  of
Stock  Units in the event all shares of Company Stock  cease  for
any  reason to be outstanding or to be actively traded on the New
York  Stock  Exchange.   In  the  event  the  Plan  Administrator
determines  in  its  reasonable judgment that  it  would  not  be
possible  to appropriately reflect an event under this  paragraph
(c)  by adjusting the number and/or form of Stock Units, the Plan
Administrator   shall   establish  a   special   Valuation   Date
appropriate  to  such  event for all Stock Unit  Subaccounts  and
shall  cause such subaccounts, as so valued, automatically to  be
converted  into  Interest  Income Subaccounts,  which  thereafter
shall be subject to Section 4.4.

     4.4  Interest Income Option.

          (a)  Interest Income Subaccount.  To the extent that an
Eligible Employee makes an Investment Election in accordance with
Section   4.2   to  have  all  or  a  portion  of  his   Deferral
Contributions  for  a  Plan Year deemed to  be  invested  in  the
Interest   Income  Option,  the  Participant's  Interest   Income
Subaccount for such Plan Year shall be credited (subject  to  the
adjustment described in subsection 3.2(e), if applicable), as  of
the  first  day  of  such Plan Year, with  such  portion  of  the
Eligible Employee's Deferral Contributions elected for such  Plan
Year.

            (b)   Crediting  of  Deemed  Interest.   As  of  each
Valuation   Date,   the  Plan  Administrator   shall   credit   a
Participant's  Interest Income Subaccounts  with  the  amount  of
earnings  applicable thereto for the period since the immediately
preceding  Valuation Date.  Such crediting of earnings  for  each
Interest Income Subaccount shall be effected, as follows:

                (i)   Amount  Invested.  The  Plan  Administrator
     shall determine the amount of (A) in the case of an Interest
     Income  Subaccount established in connection with a Deferral
     Election  for  the Plan Year ending on such Valuation  Date,
     such  Participant's Deferral Contributions credited to  such
     Participant's Interest Income Subaccount for such Plan Year;
     and  (B) in the case of an Interest Income Subaccount for  a
     prior  Plan Year, the balance of such Participant's Interest
     Income  Subaccount as of the immediately preceding Valuation
     Date,  minus  the amount distributed from such Participant's
     Interest  Income Subaccount since the immediately  preceding
     Valuation Date; and

                 (ii)   Determination  of   Amount.    The   Plan
     Administrator  then shall apply the Credited  Interest  Rate
     for  such  Plan Year to such Participant's adjusted Interest
     Income   Subaccount  (as  determined  in  subparagraph   (i)
     hereof),   and  the  total  amount  of  investment  earnings
     resulting  therefrom shall be credited to such Participant's
     Interest Income Subaccount as of such Valuation Date.

     4.5  Good Faith Valuation Binding.  In determining the value
of  Accounts,  the  Plan Administrator shall  exercise  its  best
judgment, and all such determinations of value (in the absence of
bad  faith)  shall  be  binding upon all Participants  and  their
Beneficiaries.

      4.6   Errors  and Omissions in Accounts.  If  an  error  or
omission is discovered in the Account of a Participant or in  the
amount  of  a  Participant's  Deferral  Contributions,  the  Plan
Administrator,  in its sole discretion, shall cause  appropriate,
equitable  adjustments  to  be made as soon  as  administratively
practicable  following the discovery of such error  or  omission.

                            ARTICLE V
                   PAYMENT OF ACCOUNT BALANCES


     5.1  Benefit Amounts.

           (a)   Benefit  Entitlement. As his benefit  under  the
Plan, each Participant (or his Beneficiary) shall be entitled  to
receive  the total amount of his Accounts, determined as  of  the
most recent Valuation Date, and payable at such times and in such
forms as described in this Article V.

           (b)   Valuation of Benefit.  For purposes hereof, each
Account of a Participant  as of any Valuation Date shall be equal
to  (i)  the  total amount of all of such Participant's  Deferral
Contributions  credited thereto; plus (ii) all deemed  investment
earnings  attributable thereto; minus (iii) the total  amount  of
all benefit payments previously made therefrom.

           (c)   Conversion  of Stock Units  into  Dollars.   For
purposes of converting some or all of a Participant's Stock Units
into  a dollar amount in valuing his Accounts as of any Valuation
Date,  the value of each Stock Unit shall be equal to the average
of the high and low sales prices of one share of Company Stock on
the New York Stock Exchange for the last Business Day of each  of
the three calendar months ending on or immediately preceding such
Valuation Date.

      5.2  Elections of Timing and Form. In conjunction with, and
at  the  time  of, completing a Deferral Election for  each  Plan
Year,  an Eligible Employee shall select the timing and  form  of
the  distribution that will apply to the Account for his Deferral
Contributions   (and  deemed  investment  earnings   attributable
thereto)  for  such  Plan  Year.  The terms  applicable  to  this
selection process are as follows:

          (a)  Timing.  For a Participant's Account for each Plan
Year,  such Participant may elect that his distribution  will  be
made  or commence as of any January 1 following the Plan Year  of
deferral;  provided,  he  may not select  a  benefit  payment  or
commencement  date  for  such Account  that  is  later  than  the
twentieth  January  1  following the end  of  the  Plan  Year  of
deferral.

          (b)  Form of Distribution.  For a Participant's Account
for   each  Plan  Year,  such  Participant  may  elect  that  his
distribution will be paid in one of the following forms:

               (i)  a single lump-sum cash payment; or

                 (ii)  substantially  equal  annual  installments
     (adjusted  for investment earnings between payments  in  the
     manner described in Article IV) over a period of one (1)  to
     ten (10) years; provided that the number of years so elected
     shall  in no event exceed one (1) year for each full  $1,000
     of Deferral Contributions elected for such Plan Year.

           (c)   Multiple Selections.  An Eligible  Employee  may
select a different benefit payment or commencement date and/or  a
different  form of distribution with respect to his  Account  for
each   Plan   Year.   For  ease  of  administration,   the   Plan
Administrator   may  combine  Accounts  and  subaccounts   of   a
Participant  to which the same benefit payment/commencement  date
and the same form of distribution apply.

     5.3  Benefit Payments to a Participant.

           (a)   Timing.   A Participant shall receive  or  begin
receiving  a  distribution of each of  his  Accounts  as  of  the
earlier  of  (i) the January 1 selected by such Participant  with
respect   to  each  such  Account  pursuant  to  the   terms   of
Section  5.2(a); or (ii) the January 1 immediately following  the
date  that such Participant's employment with BellSouth  and  all
Affiliates  ends for any reason, unless he returns to  employment
with BellSouth or one of the Affiliates before such January 1. An
amount  payable "as of" any January 1 shall be made  as  soon  as
practicable   after  such  January  1  and,  unless   extenuating
circumstances arise, no later than January 31.

          (b)  Form of Distribution.  A Participant shall receive
or begin receiving a distribution of each of his Accounts in cash
in  the  form selected by such Participant with respect  to  such
Account pursuant to the terms of Section 5.2(b).

          (c)  Valuation of Single Lump-Sum Payments.  The amount
of  a  Participant's single lump-sum distribution of any  of  his
Accounts  as  of any applicable January 1 shall be equal  to  the
value  of  such  Account  as  of the Valuation  Date  immediately
preceding the date on which such distribution is paid.

           (d)   Valuation of Installment Payments.  For purposes
of  determining the amount of any installment payment to be  paid
as of a January 1 from an Account, the following shall apply:
     
                (i)   for any amount of such Account attributable
     to  an  Interest  Income Subaccount as  of  the  immediately
     preceding  Valuation Date, such amount shall be  divided  by
     the  number of remaining installments to be paid  from  such
     Account (including the current installment); and

                (ii) for any portion of such Account attributable
     to  a  Stock Unit Subaccount as of the immediately preceding
     Valuation Date, the total number of Stock Units constituting
     such  portion  shall be divided by the number  of  remaining
     installments  to  be paid from such Account  (including  the
     current  installment),  and the resulting  number  of  Stock
     Units  shall be converted into a dollar amount (pursuant  to
     the terms of Section 5.1(c)) as of such Valuation Date.

     5.4  Death Benefits.

          (a)   General.  If a Participant dies before  receiving
the   entire   amount  of  his  benefit  under  the  Plan,   such
Participant's Beneficiary shall receive distribution  of  amounts
remaining  in the Participant's Accounts in the form, as  elected
by  the  Participant on a Beneficiary designation form  described
in Section 5.5, of either:
               
                (i)  a single lump-sum cash payment of the entire
     balance  in the Participant's Accounts as of the  January  1
     immediately  following the date of the Participant's  death;
     or
               
                (ii)  (A)  for  Accounts with  respect  to  which
     distribution has not commenced under Section 5.2 at the time
     of  the  Participant's  death,  substantially  equal  annual
     installments  (adjusted  for  investment  earnings   between
     payments  in  the  manner described in Article  IV)  over  a
     period  of one (1) to ten (10) years,  commencing as of  the
     January 1 immediately following the Participant's death; and
     (B)  for  Accounts  with respect to which  distribution  has
     commenced   in   the  form  of  installments  described   in
     Section  5.2(b)(ii) at the time of the Participant's  death,
     continuation of such installment payment schedule.
               
An  amount payable "as of" any January 1 shall be made as soon as
practicable   after  such  January  1  and,  unless   extenuating
circumstances arise, no later than January 31.
               
          (b)   Valuation.   The  valuation  rules  described  in
subsections  5.3(c) and 5.3(d) shall apply to payments  described
in this Section 5.4.
          
     5.5  Beneficiary Designation.

            (a)    General.  A  Participant  shall  designate   a
Beneficiary   or  Beneficiaries  for  all  of  his  Accounts   by
completing the form prescribed for this purpose for the  Plan  by
the Plan Administrator and submitting such form as instructed  by
the  Plan Administrator.  Once a Beneficiary designation is made,
it  shall  continue  to apply until and unless  such  Participant
makes  and  submits a new Beneficiary designation form  for  this
Plan.

           (b)   No Designation or Designee Dead or Missing.   In
the event that:

                (i)   a  Participant dies without  designating  a
Beneficiary;

                (ii)  the Beneficiary designated by a Participant
     is  not  surviving or in existence when payments are  to  be
     made  or  commence to such designee under the Plan,  and  no
     contingent Beneficiary, surviving or in existence, has  been
     designated; or

                 (iii)      the  Beneficiary  designated   by   a
     Participant  cannot  be  located by the  Plan  Administrator
     within 1 year from the date benefit payments are to be  made
     or commence to such designee;
     
then,  in any of such events, the Beneficiary of such Participant
shall  be the Participant's surviving spouse, if any can then  be
located,  and  if  not,  the estate of the Participant,  and  the
entire  balance in the Participant's Accounts shall  be  paid  to
such  Beneficiary in the form of a single lump-sum  cash  payment
described in Section 5.4(a)(i).

           (c)   Death  of  Beneficiary.  If  a  Beneficiary  who
survives  the  Participant, and to whom payment of Plan  benefits
commences, dies before complete distribution of the Participant's
Accounts,  the entire balance in such Accounts shall be  paid  to
the  estate of such Beneficiary in the form of a single  lump-sum
cash  payment  as  of  the January 1 immediately  following  such
Beneficiary's  death.  An amount payable "as of"  any  January  1
shall  be made as soon as practicable after such January  1  and,
unless extenuating circumstances arise, no later than January 31.
The valuation rules described in subsection 5.3(c) shall apply to
any payments described in this subsection 5.5(c).

      5.6   Taxes.  If the whole or any part of any Participant's
or  Beneficiary's benefit hereunder shall become subject  to  any
estate,  inheritance, income, employment or  other  tax  which  a
Participating  Company shall be required to pay or withhold,  the
Participating Company shall have the full power and authority  to
withhold and pay such tax out of any monies or other property  in
its  hand for the account of the Participant or Beneficiary whose
interests  hereunder  are  so  affected.   Prior  to  making  any
payment,  the Participating Company may require such releases  or
other documents from any lawful taxing authority as it shall deem
necessary.
                           ARTICLE VI
                             CLAIMS


      6.1  Initial Claim.  Claims for benefits under the Plan may
be  filed  with the Plan Administrator on forms or in such  other
written documents, as the Plan Administrator may prescribe.   The
Plan  Administrator shall furnish to the claimant written  notice
of   the  disposition  of  a  claim  within  90  days  after  the
application therefor is filed.  In the event the claim is denied,
the  notice  of  the disposition of the claim shall  provide  the
specific  reasons  for  the denial, citations  of  the  pertinent
provisions of the Plan, and, where appropriate, an explanation as
to how the claimant can perfect the claim and/or submit the claim
for review.

      6.2   Appeal.  Any Participant or Beneficiary who has  been
denied  a  benefit shall be entitled, upon request  to  the  Plan
Administrator, to appeal the denial of his claim.   The  claimant
(or  his  duly  authorized representative) may  review  pertinent
documents  related  to  the Plan and in the Plan  Administrator's
possession  in  order  to prepare the appeal.   The  request  for
review,   together  with  written  statement  of  the  claimant's
position, must be filed with the Plan Administrator no later than
60 days after receipt of the written notification of denial of  a
claim  provided  for  in Section 6.1.  The  Plan  Administrator's
decision shall be made within 60 days following the filing of the
request  for review.  If unfavorable, the notice of the  decision
shall  explain the reasons for denial and indicate the provisions
of the Plan or other documents used to arrive at the decision.

      6.3   Satisfaction of Claims.  The payment of the  benefits
due  under  the  Plan  to  a  Participant  or  Beneficiary  shall
discharge the Participating Company's obligations under the Plan,
and  neither the Participant nor the Beneficiary shall  have  any
further  rights  under the Plan upon receipt by  the  appropriate
person of all benefits.  In addition, (i) if any payment is  made
to   a  Participant  or  Beneficiary  with  respect  to  benefits
described in the Plan from any source arranged by BellSouth or  a
Participating  Company including, without limitation,  any  fund,
trust,  insurance  arrangement, bond,  security  device,  or  any
similar  arrangement, such payment shall be deemed to be in  full
and  complete satisfaction of the obligation of the Participating
Company  under the Plan to the extent of such payment as if  such
payment had been made directly by such Participating Company; and
(ii)  if any payment from a source described in clause (i)  shall
be  made, in whole or in part, prior to the time payment would be
made under the terms of the Plan, such payment shall be deemed to
satisfy  such  Participating Company's  obligation  to  pay  Plan
benefits  beginning  with  the benefit which  would  next  become
payable  under  the  Plan and continuing in the  order  in  which
benefits are so payable, until the payment from such other source
is fully recovered.  The Plan Administrator or such Participating
Company,  as a condition to making any payment, may require  such
Participant  or  Beneficiary to execute  a  receipt  and  release
therefor  in  such  form  as  shall be  determined  by  the  Plan
Administrator  or  the  Participating Company.   If  receipt  and
release  is  required  but  the Participant  or  Beneficiary  (as
applicable) does not provide such receipt and release in a timely
enough manner to permit a timely distribution in accordance  with
the  general timing of distribution provisions in the  Plan,  the
payment  of  any affected distribution may be delayed  until  the
Plan Administrator or the Participating Company receives a proper
receipt                        and                       release.

                           ARTICLE VII
                         SOURCE OF FUNDS


      Each  Participating  Company  shall  provide  the  benefits
described in the Plan from its general assets.  However,  to  the
extent  that  funds  in  one  or more trusts,  or  other  funding
arrangement(s), allocable to the benefits payable under the  Plan
are  available, such assets may be used to pay benefits under the
Plan.   If such assets are not sufficient or are not used to  pay
all   benefits   due  under  the  Plan,  then   the   appropriate
Participating  Company  shall  have  the  obligation,   and   the
Participant or Beneficiary, who is due such benefits, shall  look
to  such  Participating  Company to  provide  such  benefits.  No
Participant or Beneficiary shall have any interest in the  assets
of  any  trust, or other funding arrangement, or in  the  general
assets  of  the Participating Companies other than as a  general,
unsecured  creditor.  Accordingly, a Participating Company  shall
not grant a security interest in the assets held by the trust  in
favor of the Participants, Beneficiaries or any creditor.

                          ARTICLE VIII
                       PLAN ADMINISTRATION


     8.1  Action by the Plan Administrator.

            (a)    Individual   Administrator.    If   the   Plan
Administrator  is  an individual, he shall  act  and  record  his
actions  in  writing.   Any matter concerning  specifically  such
individual's own benefit or rights hereunder shall be  determined
by the Board or its designee.

            (b)    Administrative   Committee.    If   the   Plan
Administrator  is  a committee, action of the Plan  Administrator
may  be  taken  with  or without a meeting of committee  members;
provided,  action  shall be taken only upon  the  vote  or  other
affirmative  expression of a majority of  the  committee  members
qualified  to vote with respect to such action.  If a  member  of
the  committee  is  a Participant or Beneficiary,  he  shall  not
participate in any decision which solely affects his own  benefit
under the Plan.  For purposes of administering the Plan, the Plan
Administrator shall choose a secretary who shall keep minutes  of
the   committee's  proceedings  and  all  records  and  documents
pertaining to the administration of the Plan.  The secretary  may
execute any certificate or any other written direction on  behalf
of the Plan Administrator.

      8.2  Rights and Duties of the Plan Administrator.  The Plan
Administrator shall administer the Plan and shall have all powers
necessary to accomplish that purpose, including (but not  limited
to) the following:

          (a)  to construe, interpret and administer the Plan;

           (b)  to make determinations required by the Plan,  and
to  maintain  records regarding Participants' and  Beneficiaries'
benefits hereunder;

           (c)  to compute and certify to Participating Companies
the  amount  and  kinds of benefits payable to  Participants  and
Beneficiaries, and to determine the time and manner in which such
benefits are to be paid;

           (d)  to authorize all disbursements by a Participating
Company pursuant to the Plan;

           (e)   to  maintain all the necessary  records  of  the
administration of the Plan;

           (f)  to make and publish such rules and procedures for
the regulation of the Plan as are not inconsistent with the terms
hereof;

           (g)  to delegate to other individuals or entities from
time   to   time  the  performance  of  any  of  its  duties   or
responsibilities hereunder; and

            (h)    to   hire   agents,  accountants,   actuaries,
consultants  and  legal  counsel  to  assist  in  operating   and
administering the Plan.

The Plan Administrator shall have the exclusive right to construe
and  interpret  the Plan, to decide all questions of  eligibility
for  benefits  and to determine the amount of such benefits,  and
its  decisions  on such matters shall be final and conclusive  on
all parties.

      8.3   Bond; Compensation.  The Plan Administrator  and  (if
applicable)  its  members shall serve as such  without  bond  and
without compensation for services hereunder.  All expenses of the
Plan Administrator shall be paid by the Participating Companies.

                           ARTICLE IX
                    AMENDMENT AND TERMINATION


      9.1   Amendments. Subject to Section 9.3, the  Board  shall
have  the  right, in its sole discretion, to amend  the  Plan  in
whole or in part at any time and from time to time.  In addition,
the  Plan  Administrator  shall  have  the  right,  in  its  sole
discretion, to amend the Plan at any time and from time  to  time
so long as such amendment is not of a material nature.

      9.2  Termination of Plan. Subject to Section 9.3, BellSouth
reserves the right to discontinue and terminate the Plan  at  any
time, for any reason.  Any action to terminate the Plan shall  be
taken  by the Board and such termination shall be binding on  all
Participating Companies, Participants and Beneficiaries.
     9.3  Limitation on Authority.   Except as otherwise provided
in  this  Section 9.3, no contractual right created by and  under
any  Deferral Election made prior to the effective  date  of  any
amendment  or termination shall be abrogated by any amendment  or
termination of the Plan, absent the express, written  consent  of
the Participant who made the Deferral Election.

          (a)   Plan  Amendments.   The limitation  on  authority
described  in  this Section 9.3 shall not apply to any  amendment
of  the  Plan  which is reasonably necessary, in the  opinion  of
counsel, (i) to preserve the intended income tax consequences  of
the  Plan described in Section 10.1, (ii) to preserve the  status
of  the  Plan  as an unfunded, nonqualified deferred compensation
plan  for  the benefit of a select group of management or  highly
compensated  employees  and not subject to  the  requirements  of
Part  2, Part 3 and Part 4 of Title I of ERISA, or (iii) to guard
against  other  material  adverse  impacts  on  Participants  and
Beneficiaries, and which, in the opinion of counsel,  is  drafted
primarily  to preserve such intended consequences, or status,  or
to guard against such adverse impacts.

          (b)   Plan  Termination.  The limitation  on  authority
described  in this Section 9.3 shall not apply to any termination
of  the  Plan  as  the  result of a determination  that,  in  the
opinion  of counsel, (i) Participants and Beneficiaries generally
are  subject to federal income taxation on Deferral Contributions
or  other  amounts in Participant Accounts prior to the  time  of
distribution  of  amounts under the Plan, or  (ii)  the  Plan  is
generally  subject to Part 2, Part 3 or Part  4  of  Title  I  of
ERISA,  but in either case only if such termination is reasonably
necessary,  in the opinion of counsel, to guard against  material
adverse  impacts on Participants and Beneficiaries, or  BellSouth
or  Participating Companies.  Upon such termination,  the  entire
amount in each Participant's Accounts shall be distributed  in  a
single  lump-sum  distribution as soon as practicable  after  the
date  on  which the Plan is terminated.  In such event, the  Plan
Administrator shall declare that the date of termination (or,  if
such   day  is  not  a  Business  Day,  the  last  Business   Day
immediately  preceding such day) shall be a  Valuation  Date  and
all  distributions  shall  be made based  on  the  value  of  the
Accounts as of such Valuation Date.

          (c)   Opinions of Counsel.  In each case  in  which  an
opinion  of  counsel is contemplated in this  Section  9.3,  such
opinion  shall be in writing and delivered to the Board, rendered
by  a nationally recognized law firm selected or approved by  the
Board.
                            ARTICLE X
                          MISCELLANEOUS

      10.1  Taxation.  It is the intention of BellSouth that  the
benefits  payable  hereunder  shall  not  be  deductible  by  the
Participating  Companies  nor  taxable  for  federal  income  tax
purposes to Participants or Beneficiaries until such benefits are
paid  by  the  Participating  Company  to  such  Participants  or
Beneficiaries.   When  such benefits  are  so  paid,  it  is  the
intention  of  the  Participating Companies that  they  shall  be
deductible by the Participating Companies under Code Section 162.

      10.2  Withholding.  All payments made to a  Participant  or
Beneficiary hereunder shall be reduced by any applicable federal,
state  or local withholding or other taxes or charges as  may  be
required under applicable law.

      10.3  No Employment Contract.  Nothing herein contained  is
intended  to be nor shall be construed as constituting a contract
or  other  arrangement between a Participating  Company  and  any
Participant  to the effect that the Participant will be  employed
by  the  Participating Company or continue to be an employee  for
any specific period of time.

      10.4  Headings.  The headings of the various  articles  and
sections in the Plan are solely for convenience and shall not  be
relied  upon in construing any provisions hereof.  Any  reference
to  a  section  shall  refer  to a section  of  the  Plan  unless
specified otherwise.

      10.5 Gender and Number.  Use of any gender in the Plan will
be deemed to include all genders when appropriate, and use of the
singular  number  will  be  deemed to  include  the  plural  when
appropriate, and vice versa in each instance.

      10.6 Assignment of Benefits.  The right of a Participant or
his  Beneficiary to receive payments under the Plan  may  not  be
anticipated,  alienated,  sold, assigned,  transferred,  pledged,
encumbered,   attached  or  garnished  by   creditors   of   such
Participant  or  Beneficiary, except by will or by  the  laws  of
descent  and  distribution and then only to the extent  permitted
under the terms of the Plan.

      10.7  Legally Incompetent.  The Plan Administrator, in  its
sole   discretion,  may  direct  that  payment  be  made  to   an
incompetent  or  disabled  person, for whatever  reason,  to  the
guardian of such person or to the person having custody  of  such
person,  without further liability on the part of a Participating
Company  for  the amount of such payment to the person  on  whose
account such payment is made.

      10.8  Entire Document.  This Plan document sets  forth  the
entire  Plan  and  all rights and limits.  Except  for  a  formal
amendment hereto, no document shall modify the Plan or create any
additional rights or benefits.

       10.9   Governing  Law.   The  Plan  shall  be   construed,
administered  and  governed in all respects  in  accordance  with
applicable  federal law (including ERISA) and, to the extent  not
preempted  by  federal law, in accordance with the  laws  of  the
State of Georgia.  If any provisions of this instrument shall  be
held  by  a  court  of competent jurisdiction to  be  invalid  or
unenforceable, the remaining provisions hereof shall continue  to
be fully effective.

                            EXHIBIT A
                                
                     Participating Companies
                                
Participating Company Names                   Effective Date
                                
BellSouth Advertising and Publishing Corporation      January 1, 1997
BellSouth Applied Technologies, Inc.                  January 1, 1997
BellSouth BSE, Inc.                                   January 1, 1998
BellSouth Business Systems, Inc.                      January 1, 1997
BellSouth Cellular Corp.                              January 1, 1997
BellSouth Cellular National Marketing, Inc.           January 1, 1997
BellSouth Communication Systems, Inc.                 January 1, 1997
BellSouth Corporate Aviation and Travel 
   Services, Inc.                                     January 1, 1997
BellSouth Corporation                                 January 1, 1997
BellSouth D.C., Inc.                                  January 1, 1997
BellSouth Information Systems, Inc. (BIS)             January 1, 1997
BellSouth Interactive Media Services, Inc.            January 1, 1997
BellSouth International, Inc.                         January 1, 1997
BellSouth Long Distance, Inc.                         January 1, 1997
BellSouth Mobile Data Services, Inc.                  January 1, 1997
BellSouth.net Inc.                                    January 1, 1997
BellSouth Personal Communications, Inc.               January 1, 1997
BellSouth Public Communications, Inc.                 January 1, 1998
BellSouth Resources, Inc.                             January 1, 1997
BellSouth Telecommunications, Inc.                    January 1, 1997
BellSouth Wireless, Inc.                              January 1, 1997
Intelligent Media Ventures, Inc.                      January 1, 1997
L. M. Berry and Company                               January 1, 1997
Ondacom Wireless Services, Inc.                       January 1, 1998
Stevens Graphics, Inc.                                January 1, 1997
Sunlink Corporation                                   January 1, 1997
Westel-Indianapolis Company                           January 1, 1998