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 September 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 October 31, 1997, a total of 991,608,591 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                                15
            Operating Expenses                                17
            Other Income Statement Items                      18
        Financial Condition                                   19
        Regulatory Developments and Competition               20
            Federal Developments                              20
            State Developments                                21
        Safe Harbor Statement                                 21
     
                           Part II                             
 6.  Exhibits and Reports on Form 8-K                         23


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


                              For the Three Months    For the Nine months
                               Ended September 30,    Ended September 30,
                                 1997       1996        1997       1996
Operating Revenues:                                              
 Network and related services:                                    
  Local service                 $ 2,143     $ 2,061    $ 6,315     $ 6,012
  Interstate access                 916         892      2,761       2,672
  Intrastate access                 197         207        601         627
  Toll                              189         195        549         600
Wireless communications             929         723      2,509       2,039
Directory advertising and                                        
 publishing                         466         415      1,227       1,100
Other services                      353         336        999         940
  Total Operating Revenues        5,193       4,829     14,961      13,990
                                                                 
Operating Expenses:                                              
 Cost of services and                                             
  products                        1,566       1,516      4,524       4,483
 Depreciation and                                                 
  amortization                    1,002         940      2,939       2,760
 Selling, general and                                             
  administrative                  1,279       1,172      3,575       3,175
    Total Operating Expenses      3,847       3,628     11,038      10,418
                                                                 
Operating Income                  1,346       1,201      3,923       3,572
                                                                 
Interest Expense                    195         177        565         531
Gain on Sales of Operations         787          --        787         442
Other Income, net                    20          32         46          84
                                                                 
Income Before Income Taxes        1,958       1,056      4,191       3,567
Provision for Income Taxes          773         425      1,659       1,337
                                                                 
  Net Income                    $ 1,185     $   631    $ 2,532     $ 2,230
                                                                 
Weighted Average Common                                          
 Shares Outstanding                 992         994        992         994
Dividends Declared Per Common                                    
 Share                           $  .36      $  .36     $ 1.08      $ 1.08
Earnings Per Share               $ 1.19      $  .63     $ 2.55      $ 2.24
                                                                 
                              
                              
                              
                              
                              
The accompanying notes are an integral part of these consolidated
                    financial statements.


                    BELLSOUTH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
           (In Millions, Except Per Share Amounts)
                              
                                               September 30,  December 31,
                                                    1997          1996
                                                (Unaudited)   
                    ASSETS                                    
Current Assets:                                                
 Cash and cash equivalents                      $   2,084      $   1,178
 Temporary cash investments                            18             51
 Accounts receivable, net of allowance for                     
   uncollectibles of $223 and $180                  4,192          4,087
 Material and supplies                                358            451
 Other current assets                                 451            531
      Total Current Assets                          7,103          6,298
                                                               
Investments and Advances                            3,033          2,430
Property, Plant and Equipment:                                 
 Property, Plant and Equipment                     52,320         50,059
 Accumulated Depreciation                          30,113         28,234
   Property, Plant and Equipment, net              22,207         21,825
                                                               
Deferred Charges and Other Assets                     622            610
Intangible Assets, net                              1,800          1,405
                                                               
 Total Assets                                   $  34,765      $  32,568
                                                              
     LIABILITIES AND SHAREHOLDERS' EQUITY                     
Current Liabilities:                                           
 Debt maturing within one year                  $   2,333      $   2,124
 Accounts payable                                   1,373          1,446
 Other current liabilities                          3,242          2,871
    Total Current Liabilities                       6,948          6,441
Long-Term Debt                                      7,873          8,116
Deferred Credits and Other Liabilities:                        
 Accumulated deferred income taxes                  2,061          1,899
 Unamortized investment tax credits                   228            278
 Other liabilities and deferred credits             2,840          2,585
   Total Deferred Credits and Other                           
      Liabilities                                   5,129          4,762
Shareholders' Equity:                                          
 Common stock, $1 par value                         1,010          1,009
 Paid-in capital                                    7,775          7,697
 Retained earnings                                  7,008          5,541
 Shares held in trust and treasury                   (575)          (532)
 Guarantee of ESOP debt                              (403)          (466)
   Total Shareholders' Equity                      14,815         13,249
                                                              
 Total Liabilities and Shareholders' Equity     $  34,765      $  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 Nine months
                                                        Ended September 30,
                                                           1997      1996
   Cash Flows from Operating Activities:                                  
    Net income                                          $  2,532   $ 2,230
      Adjustments to net income:                                  
       Depreciation and amortization                       2,939     2,760
       Gain from sales of operations                        (787)     (442)
       Net losses and dividends from unconsolidated               
        affiliates                                           284       174
       Provision for uncollectibles                          209       180
       Deferred income taxes and unamortized                      
         investment tax credits                              223        78
       Net change in:                                             
        Accounts receivable and other current assets        (261)     (295)
        Accounts payable and other current liabilities       285      (472)
        Deferred charges and other assets                   (178)     (193)
        Other liabilities and deferred credits               175       178
       Other reconciling items, net                          (44)      (20)
          Net cash provided by operating activities        5,377     4,178
                                                                  
     Cash Flows from Investing Activities:                        
      Capital expenditures                                (3,198)   (3,327)
      Proceeds from sales of operations                    1,000       930
      Proceeds from disposition of short-term                     
       investments                                           236       254
      Purchases of short-term investments                   (203)     (228)
      Investments in and advances to unconsolidated               
       affiliates                                         (1,048)     (282)
      Other investing activities, net                        (97)      (19)
          Net cash used for investing activities          (3,310)   (2,672)
                                                                  
     Cash Flows from Financing Activities:                        
      Proceeds from short-term borrowings                 14,900    18,998
      Repayments of short-term borrowings                (15,421)  (19,320)
      Proceeds from long-term debt                           536        67
      Repayments of long-term debt                           (19)     (535)
      Dividends paid                                      (1,071)   (1,073)
      Other financing activities, net                        (86)      (16)
          Net cash used for financing activities          (1,161)   (1,879)
                                                                  
     Net Increase (Decrease) in Cash and Cash                     
      Equivalents                                            906      (373)
     Cash and Cash Equivalents at Beginning of Period      1,178     1,711
     Cash and Cash Equivalents at End of Period         $  2,084  $  1,338
     
                              
                              
                              
                              
                              
                              
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 reports 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
<TABLE>
<CAPTION>
               Number of                            
                Shares                           Amount
             -----------------   -------------------------------------------------
                      Shares                                  Shares  Guaran-
                       Held                                    Held   tee of 
             Common     in        Common   Paid-in  Retained    in     ESOP  
             Stock     Trust      Stock    Capital  Earnings  Trust    Debt    Total
                        and                                    and
                     Treasury                                Treasury
                        (a)                                    (a)
<S>          <C>    <C>           <C>     <C>       <C>      <C>     <C>       <C> 
Balance at                                                         
December 31,                                                       
1996         1,009     (18)       $1,009   $7,697   $5,541    $(532)  $(466)   $13,249
                                                                   
Net Income                                           2,532                       2,532
                                                                   
Dividends                                                          
declared                                            (1,071)                     (1,071)
                                                                   
Shares                                                             
issued for:  
                                                                   
 Employee                                                          
  benefit                                                          
  plans                  1                    (15)               46                 31
                                                                   
 Grantor                                                           
  Trusts         1      (1)            1       60               (61)                --
                                                                   
 Acquisi-                                                          
  tions                  2                      8                89                 97
                                                                   
Purchase of                                                        
  Treasury                                                         
  Stock                 (2)                                    (117)              (117)
                                                                   
ESOP                                                               
activities                                                         
and related                                                        
tax benefit                                              6               63         69
                                                                   
Foreign                                                            
currency                                                           
translation                                                        
adjustment                                     25                                   25
             _____  ______        ______   ______   ______    ______  ______   _______
Balance at                                                         
September                                                          
30, 1997     1,010    (18)        $1,010   $7,775   $7,008    $(575)  $(403)   $14,815
             =====  ======        ======   ======   ======    ======  ======   =======

<FN>
<F1>
(a)  Such shares are not considered to be outstanding for financial
reporting purposes.  As of September 30, 1997, there were
approximately 17.1 million shares held in trust and 1.3 million
treasury shares held by the company.
</FN>
</TABLE>

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

Note C -- Supplemental Cash Flow Information

                                     For the Nine months
                                     Ended September 30,
                                      1997         1996
                                                
Cash Paid For:                                  
                                                
   Income taxes                      $1,278       $1,074
   Interest                          $  518       $  529

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


Note D -- Sales of Operations

In August 1997, BellSouth sold its 24.5% interest in Optus
Communications to Cable and Wireless, a U.K. Telecommunications
company.  Under the agreement, BellSouth received approximately
$735 in cash for its 490 million shares in Optus Communications.
In addition, BellSouth will receive either a 22.3% interest in
Occidente y Caribe Celular S.A. (Occel), a cellular communications
company located in Colombia or the equivalent value of that
interest in cash if Cable and Wireless is not able to transfer its
interest in Occel to BellSouth within two years from the sale of
Optus Communications. The pretax gain on the sale was $578 ($352 or
$.35 per share after tax).

In July 1997, BellSouth sold to ITT Corporation its 20% ownership
interest in ITT World Directories Inc. for total proceeds of $265.
The pretax gain on such sale was $209 ($128 or $.13 per share after
tax).

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 E -- 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 in 1997,
$52 of which has been paid as of September 30, 1997.  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.

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

Note F -- Derivative Financial Instruments


BellSouth generally enters into derivative financial instruments
only for hedging purposes. Deferral 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.

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 are
also 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 September 30 (Thousands)(a):
By Type:                                                    
  Residence                                15,666    4.2%      3.4%
  Business                                  7,030    5.9       8.5
  Other                                       272    3.4       3.5
       Total Access Lines                  22,968    4.7       4.9
                                                            
By State:                                                    
  Florida                                   6,146    5.7       5.5
  Georgia                                   3,943    5.5       6.5
  Tennessee                                 2,612    3.5       4.7
  North Carolina                            2,317    5.7       5.2
  Louisiana                                 2,251    3.7       3.5
  Alabama                                   1,915    3.7       3.8
  South Carolina                            1,388    3.7       4.1
  Mississippi                               1,228    3.3       3.2
  Kentucky                                  1,168    3.4       3.4
      Total Access Lines                   22,968    4.7       4.9
                              
                                                  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
   Three months ended September 30         18,524    9.2        8.0
   Nine months ended September 30          54,797    8.6        8.7
                                                             
  Intrastate:                                                
   Three months ended March 31              5,552    8.4       13.0
   Three months ended June 30               5,873   12.2        9.3
   Three months ended September 30          5,964   11.5        9.5
   Nine months ended September 30          17,389   10.7       10.5
                                                            
  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
   Three months ended September 30         24,488    9.7        8.3
   Nine months ended September 30          72,186    9.1        9.1
                                                            
Toll Messages (Millions)(a):                                 
   Three months ended March 31                230  (18.1)     (24.1)
   Three months ended June 30                 232  (10.5)     (26.7)
   Three months ended September 30            224  (10.9)     (23.6)
   Nine months ended September 30             686  (13.3)     (24.8)
                              
(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.


                    BELLSOUTH CORPORATION
            SELECTED OPERATING DATA  (Continued)
                         (Unaudited)



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

                                                     Percent Change
                                                  1997 vs.   1996 vs.
                                            1997    1996       1995
                                                            
Domestic Cellular                           3,967    19.0%    31.0%
International Cellular(d)                   1,624   103.0%   124.1%
PCS                                            77    --        --

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

(d) Excludes Optus customers in both periods.  Including Optus
customers in the 1996 and 1995 periods, the growth rates would have
been 46.3% for 1997 compared to 1996 and 101.8% for 1996 compared
to 1995.


                                         For the Nine
                                         months Ended
                                        September 30,
                                             1997
Ratio of Earnings to Fixed Charges (e)       7.42

(e) 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)


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 68% and 71% of BellSouth's Total Operating Revenues
for each of the nine-month periods ended September 30, 1997 and
1996 were from wireline services provided by BellSouth
Telecommunications.  Charges for local, access and toll services
for the nine-month period ended September 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 17% and 8%, respectively, of Total
Operating Revenues for the nine months ended September 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 Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1997      1996      1997      1996

   Net Income                 $ 1,185   $   631   $ 2,532   $ 2,230
                                                            
   Earnings Per Share         $  1.19   $   .63   $  2.55   $  2.24
                                                            

For the three and nine-month periods ended September 30, 1997, Net
Income increased by $554 (87.8%) and $302 (13.5%) when compared to
the same 1996 periods. Earnings Per Share increased $.56 (88.9%)
and $.31 (13.8%) when compared to the same 1996 periods.

The increases for the three- and nine-month periods were primarily
attributable to the gains on the sales of Optus Communications
($352 or $.35 per share) and ITT World Directories ($128 or $.13
per share) which occurred during the third quarter (see Note D to
the Consolidated Financial Statements).  In addition, the increases
were due 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 for the nine-month period was partially offset by the
$344 gain ($.35 per share) on sale of BellSouth's paging business
during the first quarter of 1996. The increase was further offset
by an after-tax charge of $47 ($.05 per share) related to a
regulatory settlement in South Carolina (see Note E to the
Consolidated Financial Statements) which was recorded during the
second quarter of 1997.


Volumes of Business

The total number of access lines in service as of September 30,
1997 increased by approximately 1,025,000 (4.7%) since September
30, 1996 to 22,968,000, compared to a 4.9% rate of increase for the
same 1996 period.  The 1996 growth rate was positively impacted by
Olympics stimulation, particularly in the business line category.
Furthermore, overall access line and business access line growth
rates in 1997 have been negatively impacted by disconnection
activity occurring subsequent to the Olympics. Business and
residence access lines increased by 5.9% and 4.2%, respectively,
compared to growth rates of 8.5% and 3.4% in the same 1996 period.
The increase in residence lines includes additional lines used by
existing customers for home office purposes, access to on-line
computer services, children's phones and other uses. The number of
such additional residence lines increased by 396,000 (26.9%) to
1,870,000 and accounted for approximately 63.4% and 38.6% of the
overall increase in residence access lines and total access lines,
respectively, since September 30, 1996.  The growth in all
categories of access lines continues to reflect economic growth 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 2,174 million (9.7%)and 6,011 million
(9.1%) for the three and nine-month periods ended September 30,
1997, compared to increases of 8.3% and 9.1% 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 nine-
month periods ended September 30, 1997, toll messages decreased by
28 million (10.9%) and 105 million (13.3%), compared to a decrease
of 23.6% and 24.8%  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 634,000
(19.0%) since September 30, 1996 to 3,967,000 due to continuing
high demand for wireless services.  The moderation in the customer
growth rate reflects the impact of increased competition. The
overall penetration rate (number of customers as a percentage of
the total population in the service territory) increased from 8.2%
at September 30, 1996 to 9.7% at September 30, 1997. While total
minutes of use have continued to increase, average minutes of use
per cellular customer have declined slightly from third 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.

International cellular customers increased by 514,000 (46.3%) since
September 30, 1996 to 1,624,000.  Such growth reflects increased
demand for wireless services in the international markets which
BellSouth serves and the impact of the acquisitions of cellular
properties in Nicaragua, Ecuador and Peru, partially offset by the
sale of Optus Communications. Excluding the customers of Optus
Communications from all periods, the number of international
cellular customers (equity-weighted) increased by 824,000 (103.0%).
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 the addition of customers in lower-usage
market segments.

Domestic PCS customers (equity-weighted) totaled 77,000 at
September 30, 1997 compared to 8,000 customers at September 30,
1996.

Operating Revenues

Total Operating Revenues increased $364 (7.5%) and $971 (6.9%) for
the three- and nine-month periods ended September 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 increase in operating revenues for the nine-
month period would have been 7.5%. The components of Total
Operating Revenues were as follows:

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1997      1996      1997      1996
                                                                     
Local Service                   $ 2,143   $ 2,061   $ 6,315   $ 6,012
Interstate Access                   916       892     2,761     2,672
Intrastate Access                   197       207       601       627
Toll                                189       195       549       600
Wireless Communications             929       723     2,509     2,039
Directory Advertising and                                            
 Publishing                         466       415     1,227     1,100
Other Services                      353       336       999       940
                                                                     
Total Operating Revenues        $ 5,193   $ 4,829   $14,961   $13,990

Local Service revenues increased $82 (4.0%) and $303 (5.0%) for the
three- and nine-month periods ended September 30, 1997,
respectively, as compared to the same 1996 periods.  The increases
for both periods were due primarily to a 4.7% growth in access
lines in service since September 30, 1996.  Also contributing for
the three- and nine-month periods were increases of $62 and $197,
respectively, due to higher customer demand for optional services
such as custom calling features.  Such increases were partially 
offset by rate impacts which reduced revenues by $76 and $192, 
respectively, for the three and nine-month periods, primarily 
due to revenue sharing accruals.  The rate impacts for the 
nine-month period also included a non-recurring revenue 
reduction of $64, recorded during the second quarter, which
related to the local service portion of the regulatory settlement
in South Carolina.

Interstate Access revenues increased $24 (2.7%) and $89 (3.3%) for
the three- and nine-month periods ended September 30, 1997,
respectively, as compared to the same 1996 periods.  The increases
for both periods were attributable primarily to growth in minutes
of use of 9.2% and 8.6%, respectively. Also contributing were
increases of $15 and $60 due to higher demand for special access
services and increases in end-user charges of $33 and $63
attributable to growth in the number of access lines.  The
increases were partially offset by rate reductions which decreased
revenues by $45 and $114 for the three- and nine-month periods,
respectively.

Intrastate Access revenues decreased $10 (4.8%) and $26 (4.1%) for
the three- and nine-month periods ended September 30, 1997,
respectively, when compared to the same 1996 periods. These
decreases were primarily due to rate reductions of $28 and $71,
respectively, including, in the nine-month period, a revenue
reduction associated with the intrastate access portion of the
regulatory settlement in South Carolina.  These decreases were
partially offset by growth in minutes of use of 11.5% and 10.7%,
respectively.

Toll revenues decreased $6 (3.1%) and $51 (8.5%) for the three- and
nine-month periods ended September 30, 1997 when compared to the
same 1996 periods.  The decreases were primarily attributable to a
decline in toll messages of 10.9% and 13.3%, respectively.  Such
decreases were partially offset by charges to interexchange
carriers beginning in the second quarter of 1997 for toll messages
originating on BellSouth's public telephones.

Wireless Communications revenues include revenues from the
consolidated cellular communications and PCS businesses as well as
revenues from interconnections by unaffiliated cellular and PCS
carriers with BellSouth Telecommunications' network.  (BellSouth's
interests in the net income or loss of the unconsolidated wireless
businesses within BellSouth Enterprises, which are accounted for
under the equity method of accounting, are recorded in Other
Income, net.)

Wireless Communications revenues increased $206 (28.5%) and $470
(23.1%) for the three- and nine-month periods ended September 30,
1997 when compared to the same 1996 periods.  The increases were
primarily attributable to continued growth of the customer base in
domestic and international wireless markets.

Directory Advertising and Publishing revenues increased $51 (12.3%)
and $127 (11.5%) for the three- and nine-month periods ended
September 30, 1997 when compared to the same 1996 periods.  The
increases primarily reflect volume growth, price increases and the
reclassification to Operating Expenses of commissions associated
with national accounts.  In addition, for the nine-month period,
the increase was also due to adjustments related to prior years'
revenues. The revenue growth rates associated with increases in
volume and pricing for the three- and nine-month periods ended
September 30, 1997 were 8.6% and 7.2%, respectively.

Other Services revenues are principally comprised of revenues from
customer premises equipment (CPE) sales and maintenance services
and other nonregulated services (primarily inside wire, billing and
collection and voice messaging services) offered by BellSouth
Telecommunications.  Other Services revenues increased $17 (5.1%)
and $59 (6.3%) for the three-and nine-month periods ended September
30, 1997 when compared with the same 1996 periods. The increases
reflect increased demand and prices for non-regulated services and,
in the nine-month period, higher billing-related fees. The increase
for the nine-month period was partially offset by the effect in
1996 of positive rate impacts and the sale of a subsidiary which
performed computer maintenance.



Operating Expenses

Total Operating Expenses increased $219 (6.0%) and $620 (6.0%) for
the three- and nine-month periods ended September 30, 1997 compared
to the same 1996 periods. The components of Total Operating
Expenses were as follows:

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1997      1996      1997      1996
                                                                     
Depreciation and Amortization $ 1,002   $   940   $ 2,939   $ 2,760
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                     1,566     1,516     4,524     4,483
  Selling, General and                                      
   Administrative               1,279     1,172     3,575     3,175
                                2,845     2,688     8,099     7,658
    Total Operating Expenses  $ 3,847   $ 3,628   $11,038   $10,418

Depreciation and Amortization increased $62 (6.6%) and $179 (6.5%)
for the three- and nine-month periods ended September 30, 1997,
respectively, compared to the same periods in 1996.  The increases
were due primarily to higher levels of property, plant and
equipment since September 30, 1996 resulting from continued growth
in the customer base for wireless and wireline services and
continued modernization of the networks.

Other Operating Expenses are comprised of Cost of Services and
Products and Selling, General and Administrative.  Cost of Services
and Products includes employee and employee-related expenses
associated with network repair and maintenance, material and
supplies expense, cost of tangible goods sold and other expenses
associated with providing services.  Selling, General and
Administrative includes expenses related to sales activities such
as salaries, commissions, benefits, travel, marketing and
advertising expenses and administrative expenses.

Other Operating Expenses increased $157 (5.8%) and $441 (5.8%) for
the three- and nine-month periods ended September 30, 1997 when
compared to the same 1996 periods.  The increases for the periods
were primarily attributable to increased expenses of $94 and $269
related to sustained growth in the domestic and international
cellular customer bases.  Such increases reflect additional
marketing and operational costs associated with higher levels of
sales and expanded operations.  The increases in other operating
expenses also reflect higher expenses associated with the
initiation of PCS services of $15 and $86, respectively.

At BellSouth Telecommunications, Other Operating Expenses increased
$41 (2.0%) and $56 (1.0%) for the three- and nine-month periods
ended September 30, 1997 when compared to the same 1996 periods.
The increases for the periods were primarily attributable to
increased costs in the company's telephone operations associated
with higher business volumes and costs related to competitive
initiatives, including new service offerings and intensified
marketing and advertising.  The increases were partially offset by
reductions of approximately $30 and $160 in employee-related costs
in the core wireline business, including expenses for employee
benefits.  The decrease in such employee-related costs reflected
net employee reductions in BellSouth Telecommunications' telephone
operations of approximately 3,400 since September 30, 1996,
partially offset by annual compensation increases for management
and represented employees.  The employee reductions were primarily
attributable to a previously-disclosed work force reduction plan.
The increase for the nine-month period in other operating expenses
was further offset by the April 1996 sale of a subsidiary which
performed computer maintenance.


Other Income Statement Items

The other income statement components were as follows:

                                 For the Three       For the Nine
                                 Months Ended        Months Ended
                                 September 30,       September 30,
                                1997      1996      1997       1996

Interest Expense                 $195      $177      $565       $531
Gain on Sales of Operations       787        --       787        442
Other Income, net                  20        32        46         84
Provision for Income Taxes        773       425     1,659      1,337
                                                             

Interest Expense increased $18 (10.2%) and $34 (6.4%)for the three-
and nine-month periods ended September 30, 1997, respectively,
compared to the same 1996 periods.  The increases were primarily
attributable to higher average debt balances and interest rates on
short-term borrowings.

Gain on Sales of Operations for the three- and nine-month periods
ended September 30, 1997 represents the pre-tax gains on the sales
of BellSouth's investments in Optus Communications Pty, Ltd. and
ITT World Directories which totaled $578 and $209, respectively.
The pre-tax gain for the nine-month period ended September 30, 1996
represents the sale of BellSouth's paging business in January 1996.

Other Income, net decreased $12 and $38 for the three- and nine-
month periods ended September 30, 1997, respectively, compared to
the same 1996 periods. The decreases were primarily attributable to
increased equity in losses of unconsolidated affiliates, partially
offset by an increase in interest income and other non-operating
items.  The decrease in other income for the nine-month period was 
also offset by lower net minority interest deductions.

Equity in losses of unconsolidated affiliates were ($82) and
($151), respectively, for the three- and nine-month periods ending
September 30, 1997 compared to ($7) and ($65) for the same 1996
periods.  The higher overall equity in losses of unconsolidated
affiliates for the three- and nine-month periods reflect increased
losses in the mobile data communications business, lower earnings
from unconsolidated domestic cellular operations and losses
incurred by recently acquired international businesses.  The
increased losses for the three-month period were partially offset
by the cessation of losses incurred by Optus Vision following its
sale in third quarter 1997.  The increased losses for the nine-
month period were offset by more favorable results at other
unconsolidated international operations, principally in Israel and
Venezuela.


Provision for Income Taxes for the three- and nine-month periods
ended September 30, 1997 increased $348 (81.9%) and $322 (24.1%)
when compared to the same 1996 periods. For the three- and nine-
month periods ended September 30, 1997, BellSouth's effective tax
rates were 39.5% and 39.6%, respectively, compared to 40.2% and
37.5%, respectively, for the same 1996 periods.  The lower
effective tax rate for the nine-month period in 1996 was due
primarily to a higher tax than book basis for the paging business,
which resulted in a lower gain on sale for computing tax expense.

FINANCIAL CONDITION

BellSouth uses the net cash generated from its operations and
external financing to fund capital expenditures, pay dividends and
invest in and operate its existing operations and new businesses.
On occasion, BellSouth's current liabilities exceed current assets.
However, BellSouth's sources of funds -- primarily from operations
and, to the extent necessary, from readily available external
financing arrangements -- are sufficient to meet all current
obligations on a timely basis.  In addition, BellSouth believes
such sources of funds will be sufficient to meet the needs of its
business for the foreseeable future.

                                            For the Nine months
                                            Ended September 30,
                                             1997         1996

Net Cash Provided by Operating Activities   $5,377       $4,178

Operating Activities.  Net cash provided by operating activities
increased $1,199 (28.7%) in the nine-month period ended September
30, 1997 when compared to the same 1996 period.  The change is
primarily due to lower cash expenditures for accounts payable and
other current liabilities.  The increase is also due to a $530
increase in operating income before depreciation and amortization.

                                            For the Nine months
                                            Ended September 30,
                                             1997         1996

Net Cash Used for Investing Activities     $(3,310)      $(2,672)

Investing Activities.  BellSouth's primary use of capital resources
continues to be for capital expenditures to support development of
the wireline and wireless networks.  Net cash used for investing
activities increased $638 (23.9%) in the nine-month period ended
September 30, 1997 when compared to the same 1996 period.  The
increase was primarily due to investments in unconsolidated
international affiliates, specifically in Latin America.

Internal sources provided substantially all cash required for
capital expenditures in the nine-month period ended September 30,
1997.  For the remainder of 1997, BellSouth expects to continue to
finance capital expenditures primarily through internally generated
funds, and, to the extent necessary, from external sources.

                                            For the Nine months
                                            Ended September 30,
                                             1997         1996

Net Cash Used for Financing Activities     $(1,161)     $(1,879)

Financing Activities.  Net cash used for financing activities
decreased $718 (38.2%) in the nine-month period ended September 30,
1997 compared to the same 1996 period.  The decrease reflects
higher proceeds in 1997 from the issuance of long-term debt as well
as higher repayments of long-term debt in 1996. Long-term debt
issued in 1997 includes the July 1997 issuance of $500 of 7.12%
debentures due July 15, 2097.  The purpose of this issuance was to
fund investments in unconsolidated international affiliates, retire
commercial paper and for general corporate purposes.

BellSouth's debt to total capitalization ratio decreased to 40.7%
at September 30, 1997 from 43.5% at December 31, 1996.  The
decrease was primarily caused by an increase in stockholders'
equity resulting from undistributed earnings.

As of October 31, 1997, shelf registration statements were on file
with the Securities and Exchange Commission under which $1,427 of
debt securities could be publicly offered.

In September 1997, BellSouth announced a plan to repurchase up to
$1 billion of its common stock through 1998.


REGULATORY DEVELOPMENTS AND COMPETITION

Federal Developments

FCC Interconnection Order

On July 18, 1997, the United States Court of Appeals for the Eighth
Circuit ruled on the appeal of the FCC's August 8, 1996 Order
concerning interconnection.  The Court ruled that State Commissions
have exclusive jurisdiction to set prices for local service
interconnection, unbundled network elements and local service
resale without interference by the FCC.  In addition, the Court
vacated other aspects of the Order including the FCC's "pick and
choose" rule which allowed competing local carriers to select terms
from various different interconnection agreements in negotiating
their own interconnection agreements.  The Court also rejected the
FCC's requirement that Incumbent Local Exchange Carriers (ILECs)
submit pre-1996 interconnection agreements to the state commissions
for approval and the presumption that any network element that can
be technically unbundled must be unbundled.  Finally, the Court
rejected the requirement that ILECs physically recombine unbundled
network elements for competing local carriers and only required
that such elements be made available for rebundling.

Certain aspects of the Order were upheld by the Court including the
ability of the competing local carriers to recombine network
elements to produce complete telecommunications services without
providing any of their own facilities.  The Court also affirmed the
FCC's classification of operations support systems, operator
services, directory assistance and vertical switching features as
unbundled network elements.  The Court also upheld the FCC's
definition of "technically feasible" interconnection to exclude all
economic considerations.  Finally, the Court declined to rule on
whether or not the Total Element Long Run Incremental Cost (TELRIC)
pricing methodology was inconsistent with the statutes leaving the
state commissions to rule on that decision.

Subsequent to the Court's ruling, competing local carriers filed a
petition for rehearing of the Court's rejection of the requirement
that ILECs physically recombine unbundled network elements.  The
competing local carriers argued that a separate section of the
FCC's Order not addressed by the Court's ruling required the ILECs
to rebundle unbundled network elements.  The ILECs separately
sought a petition for rehearing requesting that the contradictory
section of the FCC's Order be vacated.  On October 14, 1997, the
court decided in favor of the ILEC's petition and concluded the
rehearing period.  Parties to the proceeding now have 90 days to
appeal the Court's ruling to the U.S. Supreme Court.



State Developments

Tennessee Price Regulation Plan

In 1995, a law was enacted which allowed qualified service
providers to elect price regulation.  BellSouth Telecommunications
elected price regulation under which the prices for basic services
and call waiting service are to be capped for four years, after
which prices may be changed in accordance with an inflation-based
formula.  Prices for services other than basic services may be
adjusted based on an inflation-based formula.

In order to implement the price regulation election, the Tennessee
Public Service Commission required BellSouth Telecommunications to
reduce prices by approximately $56 million on an annual basis.
BellSouth Telecommunications appealed to the Tennessee Court of
Appeals.  The Court stayed implementation of both the rate
reduction and price regulation plan pending further consideration
of the issues.  On October 1, 1997, the Court vacated the sections
of the order requiring the rate reduction and remanded the order to
the Tennessee Regulatory Authority (successor to the Tennessee
Public Service Commission) with an instruction to approve the price
regulation plan.


SAFE HARBOR STATEMENT

Certain of the information contained in this and other reports
address known trends  and uncertainties affecting the Company's
business and prospects and may constitute `forward-looking
statements' within the meaning of the Private Securities Litigation
Reform Act of 1995. The Company's expectations contained in or
underlying such forward looking statements are based on a number of
assumptions, including but not limited to: (1) economic growth  and
demand  for wireline and wireless communications services continues
in BellSouth's service territories; (2)  BellSouth
Telecommunications, Inc. is successful in furthering its cost
reduction efforts; (3) the final resolution of the access reform
and universal service orders of the FCC (and the resultant customer
impacts) is reasonably revenue neutral; (4) local wireline and
wireless service competition does not have significantly increasing
adverse impacts on earnings; and (5) the current level of economic,
monetary and political stability continues in foreign countries  in
which BellSouth has significant investments or operations. Any
developments significantly deviating from these assumptions could
cause actual results to differ materially from those forecast or
implied in the aforementioned forward-looking statements.

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 reports on Form 10-Q.


                PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

  Exhibit
  Number
  
  4a      No instrument which defines the rights of holders of long
          and intermediate term debt of BellSouth Corporation is
          filed herewith pursuant to Regulation S-K, Item
          601(b)(4)(iii)(A).  Pursuant to this regulation,
          BellSouth Corporation hereby agrees to furnish a copy of
          any such instrument to the SEC upon request.
  
  10q-1   Amendment dated September 12, 1997 to the BellSouth
          Personal Retirement Account Pension Plan.
  
  10q-2   Amendment dated October 31, 1997 to the BellSouth
          Personal Retirement Account Pension Plan.
  
  11      Computation of Earnings Per Common Share.
  
  12      Computation of Ratio of Earnings to Fixed Charges.
  
  27      Financial Data Schedule.
  

(b) Reports on Form 8-K:

      Date of Event          Subject

      October 20, 1997        Third Quarter 1997 Earnings Release
                               and 1997-1998 Financial Projection


                          SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
                                                                   
                                                                   
                                              BELLSOUTH CORPORATION
                                                                   
                                      By    /s/  W. Patrick Shannon
                                                 W. PATRICK SHANNON
                                      Vice President and Controller


November 12, 1997


                        EXHIBIT INDEX

  Exhibit
  Number
  
  
  10q-1     Amendment dated September 12, 1997 to the BellSouth
            Personal Retirement Account Pension Plan.
  
  10q-2     Amendment dated October 31, 1997 to the BellSouth
            Personal Retirement Account Pension Plan.
  
  11        Computation of Earnings Per Common Share.
  
  12        Computation of Ratio of Earnings to Fixed Charges.
  
  27        Financial Data Schedule.