Plan Document



This  section  includes a general information  summary  (first  3
pages) and the plan document for the BellSouth Supplemental  Life
Insurance  Plan.   The plan document and the general  information
summary  together are intended to serve as both the full text  of
the  BellSouth  Supplemental Life Insurance Plan  as  well  as  a
summary plan description of such plan.


             General Information About The BellSouth
                Supplemental Life Insurance Plan



NAME OF PLAN

     BellSouth Supplemental Life Insurance Plan

NAME AND ADDRESS OF EMPLOYER

     Various  BellSouth  companies  participate  in  this   Plan.
     BellSouth Corporation's address is:

          1155 Peachtree Street, N.E.
          Atlanta, Georgia  30309

EMPLOYER IDENTIFICATION NUMBER

     58-1533433

PLAN NUMBER

     589

TYPE OF PLAN

     This  Plan  is  a welfare benefit plan in which participants
     are given the opportunity to receive life insurance coverage
     purchased  with  a  combination  of  employer  and  employee
     contributions.

TYPE OF ADMINISTRATION

     Benefits  are provided through insurance contracts purchased
     under  the  terms of the Plan.  The Plan is administered  by
     BellSouth Corporation.

CLAIMS PROCEDURE

     Claims for insurance benefits under the Plan are handled  by
     and should be directed to the Plan Administrator.

PLAN YEAR

     The  Plan  Year is the period beginning each January  1  and
     ending each December 31 during which the Plan is in effect.

END OF YEAR FOR FISCAL YEAR PURPOSES

     December 31.

NAME, BUSINESS ADDRESS AND TELEPHONE NUMBER OF
  PLAN ADMINISTRATOR

     BellSouth Corporation
     1155 Peachtree Street, N.E.
     Atlanta, Georgia 30309-3610
     Attn.:  Director Executive Benefits
     (404) 249-2228

SERVICE OF LEGAL PROCESS

     Service  of  legal  process  may  be  made  upon  the   Plan
     Administrator.

EFFECTIVE DATE

     The Effective Date of the Plan is January 1, 1998.

PARTICIPANT'S RIGHTS UNDER ERISA

     Participants in the Plan are entitled to certain rights  and
     protections  under the Employee Retirement  Income  Security
     Act  of  1974  ("ERISA").   ERISA provides  that  each  Plan
     participant may:

          (1)   Examine, without charge, all Plan documents,  and
          copies of all documents files by the Plan with the U.S.
          Department  of  Labor, such as detailed annual  reports
          and Plan descriptions, if applicable.

          (2)  Obtain copies of all Plan documents and other Plan
          information   upon   written  request   to   the   Plan
          Administrator.  The Administrator may make a reasonable
          charge for copies;

          (3)   Receive a summary of the Plan's annual  financial
          report.  The Plan Administrator is required by  law  to
          furnish  each  participant with a copy of this  summary
          annual report;

     You  should  also  be  aware  of the  following  protections
     afforded by ERISA:

          (1)    The   people  who  operate  the   Plan,   called
          "fiduciaries," must act prudently and in  the  interest
          of you and other Plan participants and beneficiaries.

          (2)   No  one  may interfere with the exercise  of  any
          rights which you have under the Plan or ERISA.

          (3)  If your claim for a benefit is denied in whole  or
          in  part, you must receive a written explanation of the
          reason for denial.

          (4)   You have the right to have the Plan Administrator
          review and reconsider your claim.

     Under  ERISA,  there are steps you can take to  enforce  the
     above rights.  If you request materials from the Plan and do
     not receive them within 30 days, you may choose to file suit
     in  a  federal  court.   If the court  finds  that  you  are
     entitled to receive those materials, it may require the Plan
     Administrator to provide the materials and pay you  a  daily
     penalty  until you receive them.  However, if the  documents
     were  not sent because of reasons beyond the control of  the
     Plan Administrator, he will not be penalized.  If you have a
     claim  for benefits which is denied or ignored, in whole  or
     in  part, you may choose to file suit in a state or  federal
     court.  If it should happen that Plan fiduciaries misuse the
     Plan's  money,  or  if  you  are discriminated  against  for
     asserting your rights, you may seek assistance from  the  U.
     S.  Department of Labor, or you may file suit in  a  federal
     court.  The court will decide who should pay court costs and
     legal  fees.  If you lose, the court may order  you  to  pay
     these  costs and fees, if, for example, it finds your  claim
     frivolous.

     If you have any questions about this statement or about your
     rights  under  ERISA, you should contact  the  nearest  Area
     Office   of   the   U.S.   Labor   -   Management   Services
     Administration Department of Labor.


BellSouth Supplemental Life Insurance Plan


1.   PURPOSE

     The  purpose  of  the BellSouth Supplemental Life  Insurance
     Plan  (the  "Plan")  is to provide an insurance  arrangement
     under  which BellSouth Corporation and its subsidiaries  and
     affiliates  can  assist  key  employees  in  acquiring   and
     financing life insurance coverage.

2.   DEFINITIONS

     For  purposes  of this Plan, the following  terms  have  the
     meanings set forth below:
     
     2.01 "Coverage  Amount"  means  the  Policy  death   benefit
          payable under the Participant's Policy.
     
     2.02 "Coverage   Level"  means  the  Single  Life   Coverage
          insurance  death benefit the Employee is  eligible  for
          under the Plan, determined based on the Employee's  job
          classification,  in  accordance with  the  schedule  of
          Coverage  Levels maintained by the Plan  Administrator.
          Provided,  however,  that to determine  the  amount  of
          insurance  death  benefit  for  which  an  Employee  is
          eligible,  the applicable amount from the  schedule  of
          Coverage Levels shall be reduced by one hundred percent
          (100%)  of  the  amount  of any  Single  Life  Coverage
          insurance death benefit and by fifty percent  (50%)  of
          the amount of any Survivorship Coverage insurance death
          benefit  provided to the Employee under  the  BellSouth
          Split-Dollar   Life  Insurance  Plan,   the   BellSouth
          Corporation  Executive  Life  Insurance  Plan,  or  the
          BellSouth  Corporation  Senior Manager  Life  Insurance
          Plan.
     
     2.03 "Disability"  means that the Participant  is  receiving
          disability benefits under any long-term disability plan
          sponsored by the Employer or an affiliated entity.
     
     2.04 "Effective Date" means the effective date of the  Plan,
          which is January 1, 1998.
     
     2.05 "Employee" means an employee or former employee of  the
          Employer who is eligible to participate in the Plan.
     
     2.06 "Employer"   means   BellSouth  Corporation   and   any
          subsidiary or affiliate of BellSouth Corporation  which
          is  authorized by the Plan Administrator to participate
          in this Plan.
     
     2.07 "Employer   Premium"   means,   with   respect   to   a
          Participant's Policy, the Total Policy Premium  payable
          for  the  year, less the portion of the premium  to  be
          paid by the Participant pursuant to Section 5.01 of the
          Plan.
     
     2.08 "Enrollment  Age" means the Participant's  age  at  the
          time  of enrollment in the Plan as to the Participant's
          initial  Coverage Amount under the Plan, and  it  means
          the Participant's age at a subsequent enrollment for an
          increased Coverage Amount as to the increased  Coverage
          Amount.
     
     2.09 "Insurance  Cost" means, with respect to a Participant,
          the  annual cost for the Participant's Coverage  Amount
          determined  pursuant  to  the Insurance  Cost  schedule
          maintained  by  the Plan Administrator.  The  Insurance
          Cost  for a Participant shall be determined at the time
          of  the Participant's enrollment in the Plan, based  on
          the  Participant's Coverage Amount and Enrollment  Age,
          and  shall not change thereafter.  A smoker rate  shall
          be  used  to  determine  the  Insurance  Cost  for  any
          Participant  who is deemed a smoker by the  Insurer;  a
          nonsmoker   rate   shall  be   used   for   all   other
          Participants.  A change in the Insurance Cost  schedule
          will be effective only as to Plan enrollments occurring
          after  the  effective date of the change; it shall  not
          affect  the  Insurance  Cost  for  a  Participant  with
          respect  to  any  Coverage Amount  in  effect  for  the
          Participant prior to the effective date of the change.
          If  a  Participant's coverage is in effect for a period
          of less than twelve (12) months during any Policy Year,
          the Participant's Insurance Cost for that year shall be
          determined by multiplying the annual cost as determined
          from  the  Insurance Cost schedule by a  fraction,  the
          numerator  of which is the number of full  months  that
          the  coverage is in effect and the denominator of which
          is twelve (12).
     
     2.10 "Insurer"   means,  with  respect  to  a  Participant's
          Policy,  the  insurance company issuing  the  insurance
          policy on the Participant's life (or on the joint lives
          of the Participant and the Participant's spouse, in the
          case   of  a  Survivorship  Policy)  pursuant  to   the
          provisions of the Plan.
     
     2.11 "Participant" means an Employee who is participating in
          the Plan.
     
     2.12 "Participant  Premium"  means,  with  respect  to  each
          Policy Year (or portion thereof) for a Participant, the
          Participant's Insurance Cost.
     
     2.13 "Permanent Policy" means a Participant's Policy  having
          cash  values  which are projected to be  sufficient  to
          continue  to  provide death benefit coverage  at  least
          equal  to  the Participant's Coverage Amount until  the
          policy  maturity  date specified in  the  Participant's
          Policy  (determined without regard to any Policy  rider
          which  extends the maturity date beyond the  originally
          scheduled policy maturity date), and which is projected
          to  have  a cash accumulation value equal to  at  least
          ninety-five percent (95%) of the Policy Coverage Amount
          at  the maturity date specified in such Policy, with no
          further premium payments.  The determination of whether
          a Policy is at a given time a Permanent Policy shall be
          made   by  the  Plan  Administrator,  based  on  Policy
          projections  provided  by  the  Insurer  or  its  agent
          utilizing the Policy's then current mortality rates and
          Policy  expenses,  and  the following  Policy  interest
          crediting  rates.   For the Policy Year  in  which  the
          determination  is made and for all prior Policy  years,
          if  any,  the Policy projection shall be based  on  the
          actual  interest  crediting rates  in  effect  for  the
          Policy  (or,  if  such  rate  is  not  known  when  the
          determination  is made, the actual rate in  effect  for
          the  preceding Policy Year).  For each of the ten  (10)
          succeeding Policy Years, the projections shall  reflect
          that rate decreased ratably such that the rate for  the
          tenth  Policy Year following the Policy Year  in  which
          the  determination is made shall be five percent  (5%).
          For  all successive Policy Years, the projection  shall
          reflect  a  five percent (5%) Policy interest crediting
          rate.   Notwithstanding the foregoing, if the  interest
          crediting rate in effect for the Policy Year  in  which
          the  determination  is made is less than  five  percent
          (5%), the projections shall reflect such lower rate for
          all Policy Years thereafter.
     
     2.14 "Plan"  means the BellSouth Supplemental Life Insurance
          Plan, embodied herein.
     
     2.15 "Plan  Administrator" means the Chief Executive Officer
          of   BellSouth   Corporation  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  of   Directors   of
          BellSouth Corporation 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.
     
     2.16 "Policy" means the life insurance coverage acquired  on
          the  life of the Participant (or on the joint lives  of
          the  Participant and the Participant's spouse,  in  the
          case  of  a Survivorship Policy) by the Participant  or
          other Policy Owner issued pursuant to the terms of this
          Plan.   The  Plan  Administrator  shall  determine  the
          specific policies which may be acquired under the Plan,
          and shall maintain a list of approved policies.
     
     2.17 "Policy Owner" means the Participant or that person  or
          entity  to  whom  the  Participant  has  assigned   his
          interest in the Policy.
     
     2.18 "Policy  Year" means the twelve month period (and  each
          successive twelve month period) beginning on the  issue
          date of the Policy.
     
     2.19 "Premium  Payment  Years"  means,  with  respect  to  a
          Participant's Policy, the number of consecutive  Policy
          Years,  beginning  with  the  first  Policy  Year,  and
          continuing  for  the longer of: (1)  all  Policy  Years
          ending  at the end of the Policy Year during which  the
          Participant  attains age sixty-two  (62)  (or,  if  the
          Participant  dies  before such time,  the  end  of  the
          Policy  Year  during which the Participant  would  have
          attained  such  age);  or (2) five  (5)  Policy  Years.
          Notwithstanding the foregoing, if prior to the  end  of
          such period the Policy qualifies as a Permanent Policy,
          the  Premium  Payment Years shall end at  such  earlier
          time.
     
     2.20 "Retirement"  means a termination of the  Participant's
          employment with the Employer under circumstances  where
          the  Participant  is  immediately eligible  to  receive
          pension   benefits  under  the  Supplemental  Executive
          Retirement  Plan (SERP) maintained by the  Employer  or
          one of its subsidiaries.
     
     2.21 "Single Life Coverage" means life insurance coverage on
          the life of the Participant.
     
     2.22 "Survivorship  Coverage" means life insurance  coverage
          on  the  lives of the Participant and the Participant's
          spouse,  with  the life insurance death benefit  to  be
          payable  at  the  death  of the last  survivor  of  the
          Participant and the Participant's spouse.
     
     2.23 "Total  Policy Premium" means the level annual  premium
          amount  for  the  Participant's  Single  Life  Coverage
          Policy  that  is  projected to  result  in  the  Policy
          qualifying as a Permanent Policy if the annual  premium
          amount  is  paid  each year for all  scheduled  Premium
          Payment  Years, assuming the Participant qualifies  for
          the  Insurer's guaranteed issue nonsmoker rates, or  if
          the  Participant  is  deemed by the  Insurer  to  be  a
          smoker,  the  Insurer's guaranteed issue smoker  rates.
          The  determination as to the amount of the Total Policy
          Premium shall be based on Single Life Coverage even  if
          the  Participant elects Survivorship Coverage.  If more
          than  one  type  of  Single  Life  Coverage  Policy  is
          available under the Plan, the Plan Administrator  shall
          determine the Single Life Coverage Policy to be used to
          determine  the Total Policy Premium.  The Total  Policy
          Premium for a Participant shall be determined when  the
          Participant  enrolls for coverage under the  Plan,  and
          shall  not be changed thereafter; it shall be based  on
          the  Participant's Coverage Level,  or,  if  less,  the
          actual Coverage Amount elected by the Participant.

3.   ELIGIBILITY
     
     3.01 General.   Each Employee who is designated by the  Plan
          Administrator as a member of the Employer's  "executive
          compensation group" or as a "senior manager"  shall  be
          eligible to participate in the Plan, provided that  the
          Employee (and any other appropriate party, such as  the
          Employee's  spouse  or a Policy Owner  other  than  the
          Employee,  as  determined  by the  Plan  Administrator)
          relinquishes any rights to or interests in any policies
          providing interim coverage during the rehabilitation of
          Confederation   Life  Insurance   Company   under   the
          BellSouth Corporation Executive Life Insurance Plan  or
          the BellSouth Corporation Senior Manager Life Insurance
          Plan  and  completes  such  other  forms  as  the  Plan
          Administrator may require.  Each such Employee  on  the
          Effective Date shall be eligible to participate in  the
          Plan   as   of  the  Effective  Date.   Each   Employee
          subsequently  satisfying such eligibility  requirements
          shall  be eligible to participate in the Plan effective
          as  of  the  first day of the calendar  quarter  (i.e.,
          January  1,  April 1, July 1, and October 1)  following
          the date on which such standards are satisfied.
     
     3.02 Type  of  Coverage.  If an Employee is married  at  the
          time the Employee enrolls in the Plan, the Employee can
          elect to participate in either Single Life Coverage  or
          Survivorship Coverage.  An Employee who is unmarried at
          the  time  the  Employee enrolls in the Plan  shall  be
          eligible  for Single Life Coverage only.  The  election
          of   one  type  of  coverage  shall  not  preclude  the
          Participant from electing the other type of coverage as
          to any increased Coverage Level the Participant becomes
          eligible for pursuant to Section 4.02 of the Plan.
     
     3.03 Conversion  of  Coverage.   Subject  to  any  proof  of
          insurability required by the Insurer, a Participant (or
          other  Policy  Owner) can elect to convert Survivorship
          Coverage to Single Life Coverage, and with respect to a
          married  Participant, the Participant (or other  Policy
          Owner)  can  elect to convert Single Life  Coverage  to
          Survivorship  Coverage.  Provided,  however,  that  the
          number of Premium Payment Years for a Participant shall
          not  be  redetermined in connection with  a  conversion
          from   one  type  of  coverage  to  another.   Upon   a
          conversion,  the  cash values of  the  replaced  Policy
          shall  be  transferred to the new Policy in  accordance
          with  the Insurer's practices.  Any Insurer charges  or
          tax  liability  resulting from a  conversion  shall  be
          borne by the Participant or other Policy Owner.

4.   AMOUNT OF COVERAGE
     
     4.01 General.  An Employee who is eligible to participate in
          the  Plan  under  Section 3.01 of  the  Plan  shall  be
          eligible  for  the full Coverage Level as specified  in
          the  Plan  under Section 2.02.  However,  within  sixty
          (60)  days  of  becoming  eligible  to  participate,  a
          Participant can elect a Coverage Amount which  is  less
          than  the applicable Coverage Level; provided, however,
          that  the  Coverage  Amount elected  must  be  an  even
          multiple  of  $100,000.   If  a  Participant  elects  a
          Coverage  Amount  less than the Participant's  Coverage
          Level (or fails to elect any Coverage), the Participant
          cannot  later  increase the Coverage Amount  except  in
          connection with a promotion under Section 4.02  of  the
          Plan.
     
     4.02 Promotions.  Employees promoted to a job classification
          or  position  eligible for an increased Coverage  Level
          shall  be  eligible  for the increased  Coverage  Level
          effective  as of the first day of the calendar  quarter
          (i.e.,  January  1,  April 1, July 1,  and  October  1)
          following  the  promotion.   The  additional   Coverage
          Amount  available to the Participant under this Section
          shall  be equal to the applicable Coverage Level  after
          the  promotion reduced by any Coverage Amounts  already
          in effect for a Participant.  In order to be effective,
          any  election  for an increase in the  Coverage  Amount
          must  be made within the time period prescribed by  the
          Plan Administrator in enrollment materials provided  to
          the Employee.
     
     4.03 Survivorship   Coverage.   If  a   Participant   elects
          Survivorship   Coverage,  the  amount  of  Survivorship
          Coverage  will  be determined by the Plan Administrator
          based  on the Participant's age and smoker or nonsmoker
          status,  the  age and insurability of the Participant's
          spouse,  and  based on the Participant's  Total  Policy
          Premium.   The  Coverage Amount shall  be  the  highest
          amount such that the Policy will qualify as a Permanent
          Policy  if  the Total Policy Premium is paid  for  each
          year that is a scheduled Premium Payment Year.

5.   PAYMENT OF PREMIUMS
     
     5.01 Participant Premium Payments.  A Participant shall  pay
          the Participant Premium for each Policy Year which is a
          Premium  Payment Year for the Participant.  The  amount
          shall  be  paid by the Participant to the  Employer  by
          payroll  (or  retirement income)  deductions  of  equal
          installments during the Policy Year, or in  such  other
          manner  as may be determined by the Plan Administrator.
          The  Employer shall pay the Participant Premium  amount
          to  the  Insurer, and can do so as collected  from  the
          Participant or can advance payments to the Insurer  for
          a  Policy Year at any time during the Policy Year or up
          to  thirty (30) days in advance of the Policy Year.  If
          a  Participant terminates employment with the Employer,
          and  the  Employer has made such an advance payment  of
          the  Participant Premium to the Insurer,  the  Employer
          may  withhold  any uncollected portion of the  advanced
          Participant  Premium  from any amount  payable  to  the
          Participant by the Employer to the extent permitted  by
          law.   Notwithstanding  the other  provisions  of  this
          paragraph,  no  Participant Premium shall  be  required
          with  respect to Survivorship Coverage after the  death
          of the Participant.
     
     5.02 Employer Premium Payments.  The Employer shall pay  the
          Employer  Premium  for  a Participant's  Policy  within
          thirty  (30) days of the beginning of each Policy  Year
          which is a Premium Payment Year.
     
     5.03 Additional Employer Premium Payments.  For each of  the
          last  three (3) scheduled Premium Payment Years  for  a
          Participant,  the  Plan Administrator  shall  determine
          whether  there  will be any increased Employer  premium
          payment  with respect to a Participant's  Policy.   The
          Plan  Administrator shall first determine  whether  the
          Participant's Policy is then projected to qualify as  a
          Permanent  Policy if the Total Policy Premium  is  paid
          each  year for the remaining scheduled Premium  Payment
          Years.   If  the Policy is projected to  qualify  as  a
          Permanent Policy, no increased Employer Premium payment
          shall  be  required for such Premium Payment Year.   If
          the  projections  indicate that  the  Policy  will  not
          qualify  as a Permanent Policy, then the amount payable
          by  the  Employer under Section 5.02 shall be increased
          by an amount which will result in the Policy qualifying
          as  a Permanent Policy if such increased amount is paid
          for  each remaining Premium Payment Year, but any  such
          increase  in Employer Premium shall be limited  by  the
          maximum  premium  amounts permissible for  such  Policy
          under Internal Revenue Code Sections 7702 and 7702A (or
          comparable  successor sections) without forfeiting  any
          of  the  favorable tax attributes associated with  life
          insurance  policies.  The determination as  to  whether
          any   increased  amount  is  payable  shall   be   made
          separately  for  each  of the last  three  (3)  Premium
          Payment  Years.  However, the Employer Premium  payable
          under  Section 5.02 shall not be reduced to  an  amount
          that  is  less  than the amount which would  have  been
          payable  by  the  Employer for a Premium  Payment  Year
          without regard to this Section 5.03.  Regardless of the
          type  of  coverage actually provided to a  Participant,
          and notwithstanding any changes in the type of coverage
          provided  to  the Participant under Section  3.03,  the
          increased  Employer Premium payable under this  Section
          5.03  shall be the amount that would be payable if  the
          Participant  had  elected  Single  Life  Coverage   and
          maintained such coverage for all Policy Years; also, if
          more  than  one type of Single Life Coverage Policy  is
          available  under  the  Plan, the Single  Life  Coverage
          Policy  used  to determine Total Policy  Premium  under
          Section  2.23  shall be used to make the  determination
          under  this Section 5.03.  In the event tax law  limits
          preclude  the Employer from qualifying a  Policy  as  a
          Permanent  Policy  by  the end of  the  last  scheduled
          Premium Payment Year, then the Employer's obligation to
          pay  premiums  under Section 5.02 and  5.03  (and  make
          additional Employer payments under Section 5.04)  shall
          be  extended until projections indicate that the Policy
          qualifies as a Permanent Policy.
     
     5.04 Additional Employer Payments.
     
               a.    If  the payment of an Employer Premium under
               Section  5.02  (or  any  increased  amount   under
               Section 5.03) results in the recognition of income
               for  tax purposes by the Participant in any  year,
               the  Employer  shall  pay to  the  Participant  an
               amount determined by the Plan Administrator  which
               is  designed  to approximate (1) the  sum  of  the
               total   federal   and  state  income   taxes   and
               applicable payroll taxes which would be payable by
               the  Participant  at  the  highest  marginal  rate
               provided  for under applicable federal income  tax
               laws,  and  at the highest marginal rate  provided
               for under applicable state income tax laws for the
               state  of the Participant's tax domicile,  on  the
               income  so recognized, plus (2) the total  federal
               and  state  income  taxes and  applicable  payroll
               taxes which would be payable by the Participant on
               the payment described in clause (1).
     
               b.    If the payment of any Employer Premium under
               Section  5.02  (or  any  increased  amount   under
               Section  5.03) on Survivorship Coverage after  the
               death  of  the Employee results in the recognition
               of  income  for  tax purposes by the Participant's
               spouse  or other Policy Owner, the Employer  shall
               pay  to  the Participant's spouse or other  Policy
               Owner   an   amount   determined   by   the   Plan
               Administrator which is designed to approximate the
               total  federal and state income taxes which  would
               be  payable by the Participant's spouse  or  other
               Policy Owner at the highest marginal rate provided
               for  under applicable federal income tax laws, and
               at  the  highest marginal rate provided for  under
               applicable state income tax laws for the state  of
               the  tax  domicile of the Participant's spouse  or
               other  Policy Owner, attributable to such  premium
               payment.
     
               c.    For  purposes of this Section  5.04,  a  tax
               shall  be deemed payable or income shall be deemed
               recognized  if either (i) it is finally determined
               by  the  Internal  Revenue  Service,  or  (ii)  an
               opinion  is given by the Employer's counsel,  that
               the tax is payable.
     
               d.    Any  payment  made to  a  Participant  or  a
               Participant's spouse under this Section  shall  be
               made  no  later than April 1 of the year following
               the year to which the payment relates.
     
               e.    Any  amount  to be paid to a Participant,  a
               Participant's spouse, or other Policy Owner  under
               this  Section, and the amounts payable,  shall  be
               conclusively  determined by the Plan Administrator
               based  on generally applicable tax rates  and  not
               based  upon  the  unique  tax  situation  of  each
               Participant, Participant's spouse, or other Policy
               Owner.
     
     5.05 Termination    of   Obligation   to    Pay    Premiums.
          Notwithstanding  anything herein to the  contrary,  the
          Employer's  obligation to pay premiums  (including  any
          increased  amounts under Section 5.03) with respect  to
          the  Participant's  Policy, shall  terminate  upon  the
          first to occur of any of the following events:
          
          a.   Termination of employment of the Participant  with
               the  Employer prior to the Participant's death for
               reasons other than Retirement or Disability.
          
          b.   The   written  notice  by  the  Employer  to   the
               Participant following a resolution by the Board of
               Directors  of  BellSouth Corporation to  terminate
               this Plan.
          
          c.   As  to Single Life Coverage only, the death of the
               Participant.
          
          d.   As to Survivorship Coverage only, the death of the
               last   survivor   of  the  Participant   and   the
               Participant's spouse.
          
          e.   The surrender or cancellation of the Participant's
               Policy,   except  that  a  Policy  will   not   be
               considered   surrendered  or   canceled   if   the
               surrender  or  cancellation is in connection  with
               the  replacement of the Policy with another Policy
               pursuant to the provisions of the Plan.
          
          f.   The  withdrawal  of  any Policy  cash  values,  or
               borrowing against the Policy cash values,  by  the
               Participant or other Policy Owner.
          
          g.   The  reduction of the Participant's  Policy  death
               benefit  to a level that is less than the  initial
               Policy  Coverage Amount, except that a  conversion
               from Survivorship Coverage to Single Life Coverage
               shall  not  be  considered a reduction  in  Policy
               death benefit for the purpose of this Section.
          
          h.   The  determination by the Plan Administrator  that
               the Policy will qualify as a Permanent Policy with
               no further Employer Premium payments.

6.   POLICY OWNERSHIP
     
     6.01 Ownership.   The  Policy Owner shall be  the  sole  and
          exclusive owner of a Participant's Policy and shall  be
          entitled to exercise all of the rights of ownership.
     
     6.02 Possession  of  Policy.  The Policy  Owner  shall  keep
          possession of the Policy.

7.   GOVERNING LAWS & NOTICES
     
     7.01 Governing  Law.   This Plan shall be  governed  by  and
          construed in accordance with the laws of the  State  of
          Georgia.
     
     7.02 Notices.  All notices hereunder shall be in writing and
          sent  by  first class mail with postage  prepaid.   Any
          notice  to the Employer shall be addressed to BellSouth
          Corporation  at  its office at 1155  Peachtree  Street,
          N.E.,   Atlanta,   GA  30367-6000,  ATTENTION:    Human
          Resources - Director Executive Benefits.  Any notice to
          the  Employee shall be addressed to the Employee at the
          address  for the Employee maintained in the  Employer's
          records.   Any  party may change the address  for  such
          party  herein set forth by giving notice of such change
          to the other parties pursuant to this Section.

8.   NOT A CONTRACT OF EMPLOYMENT

     This  Plan  shall not be deemed to constitute a contract  of
     employment  between  an  Employee  and  the  Employer  or  a
     Participant  and  the  Employer,  nor  shall  any  provision
     restrict  the right of the Employer to discharge an Employee
     or  Participant,  or restrict the right of  an  Employee  or
     Participant to terminate employment.

9.   AMENDMENT,  TERMINATION,  ADMINISTRATION,  CONSTRUCTION  AND
     SUCCESSORS
     
     9.01 Amendment.    The  Board  of  Directors  of   BellSouth
          Corporation, or its delegate, 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.   Notwithstanding the  foregoing,  no
          modification or amendment shall be effective so  as  to
          decrease  any  benefits  of a  Participant  unless  the
          Participant consents in writing to such modification or
          amendment.  Written notice of any material modification
          or   amendment   shall  be  given  promptly   to   each
          Participant.
     
     9.02 Termination.   The  Board  of  Directors  of  BellSouth
          Corporation may terminate the Plan without the  consent
          of the Participants or Employees.
     
     9.03 Successors.   The  terms and conditions  of  this  Plan
          shall  enure  to the benefit of and bind the  Employer,
          the   Participant,  their  successors,  assignees,  and
          representatives.  If, subsequent to the Effective  Date
          of  the  Plan, substantially all of the stock or assets
          of  the Employer are acquired by another corporation or
          entity   or  if  the  Employer  is  merged   into,   or
          consolidated with, another corporation or entity,  then
          the  obligations created hereunder shall be obligations
          of the acquirer or successor corporation or entity.

10.  PLAN ADMINISTRATION

          10.01       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 of Directors
          of BellSouth Corporation or its delegate.

          10.02       Administrative  Committee.   If  the   Plan
          Administrator is a committee, or if any of  the  duties
          or  responsibilities  of  the  Plan  Administrator  are
          vested in 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,  he  or she shall not participate  in  any
          decision  which solely affects his or her  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 other written direction on behalf of
          the Plan Administrator.

          10.03      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' benefits hereunder;
                     c.    to compute and certify the amount  and
               kinds of benefits payable to Participants, and  to
               determine  the  time  and  manner  in  which  such
               benefits are to be paid;
                     d.   to authorize all disbursements 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  designate 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  benefits, and its  decisions  on  such
          matters shall be final and conclusive on all parties.

          10.04      Bond;  Compensation.  The Plan Administrator
          and  (if  applicable) its members shall serve  as  such
          without  bond  and  without compensation  for  services
          hereunder.

11.  CLAIMS PROCEDURE
     
     11.01     Named Fiduciary.  The Plan Administrator is hereby
          designated as the named fiduciary under this Plan.
     
     11.02      Claims  Procedures.   Any  controversy  or  claim
          arising out of or relating to this Plan shall be  filed
          with  the  Plan  Administrator  which  shall  make  all
          determinations concerning such claim.  Any decision  by
          the  Plan Administrator denying such claim shall be  in
          writing  and  shall  be delivered  to  all  parties  in
          interest  in  accordance with the notice provisions  of
          Section 7.02 hereof.  Such decision shall set forth the
          reasons   for  denial  in  plain  language.   Pertinent
          provisions  of  the  Plan shall  be  cited  and,  where
          appropriate, an explanation as to how the Employee  can
          perfect  the  claim will be provided.  This  notice  of
          denial  of benefits will be provided within 90 days  of
          the  Plan  Administrator's receipt  of  the  Employee's
          claim for benefits.  If the Plan Administrator fails to
          notify  the  Employee  of  its decision  regarding  the
          claim,  the claim shall be considered denied,  and  the
          Employee  shall then be permitted to proceed  with  the
          appeal as provided in this Section.
     
          An Employee who has been completely or partially denied
          a  benefit  shall be entitled to appeal this denial  of
          his/her  claim by filing a written statement of his/her
          position  with  the Plan Administrator  no  later  than
          sixty   (60)   days  after  receipt  of   the   written
          notification   of   such  claim   denial.    The   Plan
          Administrator shall schedule an opportunity for a  full
          and fair review of the issue within thirty (30) days of
          receipt  of  the appeal.  The decision on review  shall
          set  forth specific reasons for the decision, and shall
          cite   specific   references  to  the  pertinent   Plan
          provisions on which the decision is based.
     
          Following  the  review  of any  additional  information
          submitted  by the Employee, either through the  hearing
          process  or  otherwise,  the Plan  Administrator  shall
          render a decision on the review of the denied claim  in
          the following manner:
          
          a.   The  Plan  Administrator shall make  its  decision
               regarding  the merits of the denied  claim  within
               sixty  (60) days following receipt of the  request
               for review (or within 120 days after such receipt,
               in  a  case  where there are special circumstances
               requiring  extension  of time  for  reviewing  the
               appealed  claim).   The Plan  Administrator  shall
               deliver  the decision to the claimant in  writing.
               If an extension of time for reviewing the appealed
               claim    is    required   because    of    special
               circumstances,  written notice  of  the  extension
               shall  be furnished to the Employee prior  to  the
               commencement of the extension.  If the decision on
               review  is  not  furnished within  the  prescribed
               time, the claim shall be deemed denied on review.
          
          b.   The  decision  on review shall set forth  specific
               reasons  for the decision, and shall cite specific
               references  to  the pertinent Plan  provisions  on
               which the decision is based.