BELLSOUTH CORPORATION
     OFFICER SHORT TERM INCENTIVE AWARD PLAN
     (Effective 1996)


1.0  Purpose.

The purpose of the BellSouth Corporation Officer Short Term
Incentive Award Plan is to provide Officers with incentive
compensation, in the discretion of the Committee, based upon a
combination of the achievement of financial, customer service,
shareholder return, individual strategic or other objectives as
the Committee may determine in its discretion, but subject to the
achievement of an overall shareholder-approved performance goal
based on Consolidated Earnings in order that payments are
deductible under Section 162(m) of the Code.

2.0  Definitions.

Each term set forth in this Section 2.0 shall have the respective
meaning set forth opposite such term for purposes of this Plan,
and when the defined meaning is intended the term is capitalized.

"Beneficiary" means the person designated by an Officer to
receive any award paid following the Officer's death as
determined pursuant to Section 8.2.

"Board" means the Board of Directors of the Company.

"Chief Executive Officer" means the Chief Executive Officer of
the Company .

"Code" means the Internal Revenue Code of 1986, as amended from
time to time.

"Committee" means the Nominating and Compensation Committee of
the Board, or any successor committee of the Board which
satisfies the requirement of Section 162(m)(4)(C)(i) of the Code.

"Company" means BellSouth Corporation, a Georgia corporation.

"Consolidated Earnings" means consolidated net income for the
year for which a bonus is paid, as shown on the audited
consolidated statement of income of the Company, adjusted to omit
the effects of extraordinary items, gain or loss on the disposal
of a business segment (other than provisions for operating losses
or income during the phase-out period), unusual or infrequently
occurring events and transactions that have been publicly
disclosed and the cumulative effects of
changes in accounting principles, all as determined in accordance
with generally accepted accounting principles.

"Officer" means any executive of the Company or any Subsidiary
who is a member of the executive compensation group under the
Company's compensation practices.

"Plan" means this BellSouth Corporation Officer Short Term
Incentive Award Plan, as effective for 1996 and as thereafter
amended from time to time.

"Subsidiary" means any corporation, joint venture or partnership
in which the Company 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 more interest in the capital
or profits of such joint venture or partnership.

3.0  Effective Date.

The Plan shall be effective beginning for Awards granted for 1996
and shall remain in effect until terminated by the Committee.
This Plan replaces the BellSouth Corporation Short Term Incentive
Plan as previously in effect.  Notwithstanding the above, this
Plan is subject to approval by Company shareholders on April 22,
1996, and will be null and void if not approved on such date.

4.0  Administration.

This Plan shall be administered by the Committee.  The Committee
shall (a) determine who is an eligible Officer under the Plan,
(b) determine the amount of any Awards under the Plan, (c)
determine the terms and conditions of all election and other
forms under the Plan, (d) interpret the Plan, and (e) make all
other decisions relating to the operation of the Plan.  The
Committee's actions and determinations under the Plan shall be
completely at its sole, absolute and final discretion,  and all
such Committee actions and determinations shall be final and
binding on all persons. No member of the Committee shall be
personally liable for any action, determination, or
interpretation with respect to the Plan or Awards.  All members
of the Committee shall be protected by the Company, to the
fullest extent permitted by applicable law, in respect of  any
such action, determination or interpretation.  The Committee may
adopt such regulations and guidelines as it deems are necessary
or appropriate for the administration of the Plan.

5.0  Eligibility.

Only Officers shall be eligible for Awards under this Plan.
Officers are not rendered ineligible by reason of being a member
of the Board.  The Committee may establish such additional rules
for eligibility as it determines are appropriate.  The actual
payment of an Award to any eligible
Officer shall be at the discretion of the Committee as provided
in Section 6.0 and related sections of the Plan.

6.0  Awards

6.1  Committee Discretion.  The amount of any Award to be paid to
an eligible Officer shall be determined by the Committee in its
discretion, subject only to the limits of Section 6.2.  The
Committee in making its determination  shall take into
consideration the recommendations of the Chief Executive Officer,
except in the case of an Award to the Chief Executive Officer;
the Officer's contribution to the achievement of Company
objectives; the achievement of financial, service, shareholder
return or other objectives which the Committee may establish for
this purpose; or such additional or replacement factors as the
Committee may deem  relevant.  The Committee from time to time
may establish written objectives, weightings and other guidelines
for its use in exercising its discretion under this Section 6.1.

6.2.  Performance-Based Limit.  Awards only  shall be payable
under this Plan for a year if the Company has positive
Consolidated Earnings for the year.  Furthermore, the maximum
Award that may be payable under this Plan for a year (i) to an
individual who is Chief Executive Officer for any part of the
year, (ii) to each Officer who is not Chief Executive Officer for
any part of the year but who is in a position of Executive Vice
Present or Group President, or higher, and (iii) to each other
Officer will be (i) .15%, (ii) .1% and (iii) .05%, respectively,
of Consolidated Earnings for the year.  This resulting amount for
any year shall be the limit established for purposes of Section
162(m) of the Code, and the actual amount paid to any Officer
shall only be that amount, if any, determined by the Committee
under Section 6.1 and related sections of the Plan.

6.3.  Committee Certification.  Prior to payment of any Award for
a year and following receipt of a report from the Company's
independent accountants of the Consolidated Earnings for the
year, the Committee shall determine the maximum amounts that may
be paid under Section 6.2 for the year to any Officer  and shall
certify that any awards determined under Section 6.1 are within
such limits.

6.4.  Payments.  All Awards for a year determined by the
Committee under this Section 6.0 shall be paid  by the Company
and its Subsidiaries in cash as soon as is practicable following
Committee certification as provided in Section 6.3.  Such
payment, however, may be subject to deferral under the BellSouth
Incentive Award Deferral Plan or any replacement plan or program
the Committee may establish for this purpose, provided that any
additional amounts credited under any such deferral plan or
program during the period of deferral shall be determined based
either on a reasonable rate of interest or on a specific
investment or deemed investment, including Company stock, as may
be determined by the Committee within the limits of the
regulations under Section 162(m) of the Code.


7.0  Special Awards and Other Plans.   Nothing in this Plan shall
prevent the Company and its Subsidiaries from maintaining other
incentive compensation plans providing for the payment of special
awards of incentive compensation to employees or from paying
special performance or recognition awards to employees, including
in each case Officers, provided that no such awards to any
Officer shall be contingent upon the Company's failure to meets
its Consolidated Earnings goal in Section 6.2 or otherwise
compensate an Officer for the restriction of any Award arising
from the application of the Consolidated Earnings limit described
in Section 6.2.

8.0  Miscellaneous Administrative Provisions.

8.1.   Amendment and Termination.  The Committee shall have the
right to amend, modify, suspend or terminate the Plan at any time
for any purpose; provided, that approval by Company shareholders
shall be required as provided in the regulations under Section
162(m) of the Code for any amendment that would have the effect
of changing the class of employees eligible for consideration for
Awards under Section 5.0, materially changing the definition of
Consolidated Earnings, changing the formula in Section 6.2 for
determining the maximum amount of Awards paid to any Officer or
changing the provisions of Section 6.4 regarding the credit of
additional amounts on deferred Awards.

8.2.  Beneficiary.  The payment of an Award for any Officer under
this Plan shall be made only to the Officer, a personal
representative of the Officer for the benefit of the Officer, or
to the Officer's Beneficiary following death, all as determined
by the Committee.  No attempted assignment or alienation of an
Award will be recognized by the Committee.  An Officer may name,
from time to time, any beneficiary or beneficiaries (which may be
named contingently or successively) as his or her Beneficiary for
purposes of the Plan.  Each designation shall be on a form
prescribed by the Committee, will be effective only when
delivered to the Company, and when effective will revoke all
prior designations by the Officer.  If an Officer dies with no
such beneficiary designation in effect, or if the Committee
determines that there is any question about the legal right of
the designated beneficiary, such Officer's Beneficiary shall be
his or her estate.

8.3.  No Right to Awards.   No person shall have any claim to be
paid an Award under the Plan and there is no obligation for
uniformity of treatment of eligible Officers under the Plan.  The
selection of Officers to receive Awards and the amount of Awards
rests completely in the absolute and final discretion of the
Committee.  The Committee's discretion is limited only by the
maximum amount of an Award that it may pay as provided in Section
6.2.  Neither the existence of this maximum, nor any prior
practice by the Committee as to the payment or amount of Awards,
creates an obligation by the Committee to pay any Award for any
year or to pay an Award equal to the maximum or any other amount.
Furthermore, neither the Plan nor any action taken hereunder
shall give any Officer the right to be retained in the employ of
the Company or a Subsidiary.

8.4.  No Funding.  This Plan shall be unfunded and no assets of
the Company or a Subsidiary shall be segregated for the purpose
of paying any Awards.
8.5.  Taxes.  The Company or any Subsidiary shall withhold from
any payment under the Plan such taxes as it deems are sufficient
to cover any withholding taxes which may become required with
respect to such payment.  The Company or any Subsidiary shall
have the right to require the payment to it of any such taxes and
require that any person furnish information deemed necessary by
such company to meet any tax reporting obligation before making
any payment under the Plan.

 8.6 Governing Law.   This Plan shall be governed by the laws of
the State of Georgia.