EXHIBIT 11
                    BellSouth Corporation
              Computation of Earnings Per Share

                 For the Three Month    For the Six Month
                    Periods Ended         Periods Ended
                      June 30,               June 30,
                   1997       1996       1997        1996
Earnings Per Common Share:
                                                  
Net Income      $   654    $   629    $   1,347   $  1,599
                                                  
Weighted                                          
average shares                                    
outstanding         992        994          992        994
                                                  
Earnings Per                                      
Common Share    $   .66    $   .63    $    1.36   $   1.61
                                                  
                                                  EXHIBIT 11
                    BellSouth Corporation
        Computation of Earnings Per Share (continued)
                              
                 For the Three Month    For the Six Month
                    Periods Ended         Periods Ended
                      June 30,               June 30,
                   1997       1996       1997        1996
Primary Earnings Per Common Share:
                                                  
Net Income      $   654    $   629    $   1,347   $  1,599
                                                  
Weighted                                          
average shares                                    
outstanding         992        994         992        994
                                                  
Incremental                                       
shares from                                       
assumed                                           
exercise of                                       
stock options                                     
and payment of                                    
performance                                       
share awards          2          2           2          3
                                                  
Total Shares        994        996         994        997
                                                  
Earnings Per                                      
Common Share    $   .66    $   .63    $   1.36    $  1.60
                                                  
                                                  
                              
                              
                                                  EXHIBIT 11
                    BellSouth Corporation
        Computation of Earnings Per Share (continued)
                              
                 For the Three Month    For the Six Month
                    Periods Ended         Periods Ended
                      June 30,               June 30,
                   1997       1996       1997        1996
Fully Diluted Earnings Per Common Share:
                                                  
Net Income      $   654    $   629    $   1,347   $  1,599
                                                  
Weighted                                          
average shares                                    
outstanding         992        994         992        994
                                                  
Incremental                                       
shares from                                       
assumed                                           
exercise of                                       
stock options                                     
and payment of                                    
performance                                       
share awards          3          3           3          3
                                                  
Total Shares        995        997         995        997
                                                  
Earnings Per                                      
Common Share    $   .66    $   .63    $   1.35    $  1.60