AMENDMENT TO THE BELLSOUTH PERSONAL
               RETIREMENT ACCOUNT PENSION PLAN
                              
      This  Amendment  is  made to  the  BellSouth  Personal
Retirement  Account  Pension Plan (the  "Plan"),  which  was
amended and restated effective July 1 1996.  The Chairman of
the  BellSouth  Employee  Benefit  Claim  Review  Committee,
acting  under  authority delegated  by  the  Nominating  and
Compensation   Committee  of  the  Board  of  Directors   of
BellSouth Corporation, hereby amends the Plan as follows:

                             1.

     Amend Section 10 of the Plan by adding the following
new subparagraph 10.09:

     Any initial period of service which was less than six
months shall be recognized for all purposes, including Net
Credited Service, Pension Service Credit and Vesting Service
Credit, upon the bridging of such service under the
appropriate Plan rules.  Pension Service Credit is used only
for calculations under the BellSouth Management Pension
Plan.

     The above amendment shall be effective as of August 1,
1997.

                             2.

     Amend Paragraph 7.08 by replacing subparagraph (b)
thereof with the following:

               (b)  The lump sum settlement of any
          Participant described in subparagraph 7.08(a) who
          Elects the lump sum settlement option shall equal
          the greater of (i) the Participant's account
          balance, and (ii) the present value of the
          Participant's pension on his Pension Commencement
          Date, which shall be determined using the
          Applicable Mortality Table and an interest rate
          equal to 100 percent of the Applicable Interest
          Rate; provided, however, that for Plan Years
          beginning before January 1, 2000, if the single
          sum so determined exceeds $25,000, 120 percent of
          the Applicable Interest Rate shall be used, and
          then if the single sum determined using 120
          percent is less than $25,000, the single sum shall
          be deemed to be $25,000.

     The above amendment shall be effective as of July 22,
1996.

                             3.

     Amend Section 8 of the Plan by replacing the last
sentence of Paragraph 8.02 with the following:

               Effective for a Participant who dies on or
          after July 22, 1996, if such Participant has a
          surviving spouse, in lieu of the monthly pension
          described above, the surviving spouse may elect to
          receive a lump sum settlement that is equal to the
          greater of (I) 45% of the Participant's
          hypothetical account balance determined in steps
          (i) and (ii), above, and (II) the present value of
          such monthly pension determined using the
          Applicable Mortality Table and an interest rate
          equal to 100 percent of the Applicable Interest
          Rate; provided, however, that for Plan Years
          beginning before January 1, 2000, if the single
          sum determined in clause (II), above, exceeds
          $25,000, 120 percent of the Applicable Interest
          Rate shall be used, and then if the single sum
          determined using 120 percent is less than $25,000,
          the single sum in clause (II) shall be deemed to
          be $25,000.  If such a Participant dies and does
          not have a surviving spouse, the amount determined
          in the prior sentence shall be paid to his estate
          in a lump sum.

          The above amendment shall be effective as of June
          30, 1997.

                             4.

     Amend Paragraph 10.08, Vesting Eligibility Year, by
adding the following at the end of the third sentence
thereof:  "or under the provisions of an acquisition or
merger agreement."

     The above amendment shall be effective as of the date
this amendment is approved.

                             5.

     Amend Paragraph 10.05, Breaks in Service, by deleting
"permitted under Section 411(c)(2)(C) of the Code" from the
second sentence of the third paragraph of said Paragraph and
substituting therefor "compounded annually at a rate of 5%."

     The above amendment shall be effective beginning July
1, 1993, to and through December 31, 1995.

          Approved this 12th day of September, 1997.


EMPLOYEES' BENEFIT CLAIM REVIEW COMMITTEE

/s/ Arlen G. Yokley
____________________________________________
By:  A. G. Yokley, Chairman