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, 1995
                              
                             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                       58-153343
      (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 November 8, 1995, a total of 993,463,610 common shares were
outstanding.

                      Table of Contents                        
                               
                                                               
Item                                                         Page
                            Part I                        
 1.  Financial Statements                                      3
         Consolidated Statements of Income                     3
         Consolidated Balance Sheets                           5
         Consolidated Statements of Cash Flows                 6
         Notes to Consolidated Financial Statements            7
         Selected Operating Data                              13
                                                               
 2.  Management's Discussion and Analysis of Results of        
     Operations and Financial Condition                       15
        Results of Operations                                 15
            Volumes of Business                               16
            Operating Revenues                                17
            Operating Expenses                                19
            Other Income Statement Items                      21
            Extraordinary Losses                              21
        Financial Condition                                   23
        Work Force Reduction Charges                          24
            1995 Work Force Reduction Charge                  24
            Postemployment Benefits Charge                    25
            1993 Restructuring of Telephone Operations        25
        Regulatory and Competitive Environment                26
            Regulation                                        26
            Competition                                       29
     Business Developments                                    29
            Pending Sale of Paging Subsidiary                 29
            CWA Working Agreement                             29
        Accounting Pronouncement                              29
                                                               
                           Part II                             
 6.  Exhibits and Reports on Form 8-K                         30
                                                               
                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,
                                 1995       1994        1995     1994
Operating Revenues:                                              
Network and related services                                     
Local service                 $1,856.8    $1,728.2    $5,418.5   $5,117.6
Interstate access                805.4       770.8     2,406.1    2,338.2
Intrastate access                229.9       226.6       683.0      687.1
Toll                             219.8       298.4       766.4      899.0
Directory advertising and                                        
  publishing                     366.3       364.3     1,108.5    1,105.4
Wireless communications          665.0       528.7     1,888.0    1,477.0
Other services                   289.0       280.7       850.7      825.6
Total Operating Revenues       4,432.2     4,197.7    13,121.2   12,449.9
                                                                 
Operating Expenses:                                              
Cost of services and                                             
  products                     1,542.4     1,521.8     4,530.3    4,506.4
Depreciation and                                                 
  amortization                   874.0       814.1     2,567.4    2,413.2
Selling, general and                                             
  administrative                 958.4       868.1     2,774.4    2,522.8
Total Operating Expenses       3,374.8     3,204.0     9,872.1    9,442.4
                                                                 
Operating Income               1,057.4       993.7     3,249.1    3,007.5
                                                                 
Interest Expense                 171.7       177.3       532.0      496.2
Other Income (Expense), net       52.6       (22.9)       50.9       24.9
                                                                 
Income Before Income Taxes                                       
 and Extraordinary Losses        938.3       793.5     2,768.0    2,536.2
Provision for Income Taxes       379.8       294.0     1,105.5      934.9
                                                                 
Income Before Extraordinary                                      
 Losses                          558.5       499.5     1,662.5    1,601.3
Extraordinary Loss for                                           
 Discontinuance of SFAS No.                                      
 71, net of tax (Note D)            --          --    (2,717.7)        --
Extraordinary Loss on Early                                      
 Extinguishment of Debt, net                                     
 of tax (Note D)                    --          --       (15.8)        --
                                                                 
Net Income (Loss)             $  558.5    $  499.5   $(1,071.0)  $1,601.3
                                                                 
                              
                    BELLSOUTH CORPORATION
        CONSOLIDATED STATEMENTS OF INCOME (Continued)
                         (Unaudited)
           (In Millions, Except Per Share Amounts)
                              

                              For the Three Months  For the Nine Months
                              Ended September 30,   Ended September 30,
                                1995       1994         1995   1994
                                                               
Weighted Average Common                                        
 Shares Outstanding             993.1      992.4      992.8     992.3
Dividends Declared Per                                         
 Common Share                     $.36       $.345     $1.05     $1.035
                                                               
Earnings Per Share:                                            
Income Before Extraordinary                                    
 Losses                           $.56       $.50      $1.67     $1.61
Extraordinary Loss for                                         
 Discontinuance of SFAS No.                                    
 71, net of tax (Note D)            --         --      (2.73)       --
Extraordinary Loss on Early                                    
 Extinguishment of Debt, net                                   
 of tax (Note D)                    --         --       (.02)       --
                                                               
Earnings (Loss) Per Share         $.56       $.50     $(1.08)    $1.61
                                   
The accompanying notes are an integral part of these financial statements.

                    BELLSOUTH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
                         (Unaudited)
           (In Millions, Except Per Share Amounts)
                              
                                                 September    December
                                                    30,         31,
                                                    1995        1994
                                                             
                     ASSETS                                  
Current Assets:                                               
 Cash and cash equivalents                           $649.4      $606.5
 Temporary cash investments                            77.0        50.8
Accounts receivable, net of allowance for                    
  uncollectibles of $173.4 and $154.1              3,438.0     3,126.6
 Material and supplies                                415.6       490.0
 Other current assets                                 359.0       453.9
                                                   4,939.0     4,727.8
Investments and Advances                            2,712.9     2,531.5
Property, Plant and Equipment, net                 20,579.0    25,162.4
Deferred Charges and Other Assets                     409.6       535.4
Intangible Assets, net                              1,477.8     1,439.9
 Total Assets                                     $30,118.3   $34,397.0
                                                             
      LIABILITIES AND SHAREHOLDERS' EQUITY                   
Current Liabilities:                                          
 Debt maturing within one year                     $1,589.8    $2,018.7
 Accounts payable                                   1,241.0     1,378.3
 Other current liabilities                          2,878.3     3,101.1
                                                   5,709.1     6,498.1

Long-Term Debt                                      7,866.5     7,435.1
Deferred Credits and Other Liabilities:                       
 Accumulated deferred income taxes                  1,879.3     3,646.9
 Unamortized investment tax credits                   374.4       443.3
 Other liabilities and deferred credits             1,958.0     2,006.3
                                                   4,211.7     6,096.5
Shareholders' Equity:                                         
 Common stock, $1 par value                        1,007.1       502.5
 Paid-in capital                                    7,612.3     8,064.2
 Retained earnings                                  4,615.2     6,721.1
 Shares held in trust                                (374.5)     (336.2)
 Guarantee of ESOP debt                              (529.1)     (584.3)
                                                  12,331.0    14,367.3
Total Liabilities and Shareholders' Equity       $30,118.3   $34,397.0
                                                             
The accompanying notes are an integral part of these financial statements.



                    BELLSOUTH CORPORATION
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Unaudited)
           (In Millions, Except Per Share Amounts)

                                                       For the Nine Months
                                                       Ended September 30,
                                                         1995        1994
     Cash Flows from Operating Activities:                                  
    Net income (loss)                                 ($1,071.0)   $1,601.3
      Adjustments to net income:                                  
        Extraordinary loss for discontinuance of                  
         SFAS No. 71                                    4,449.0          --
        Extraordinary loss on early extinguishment                
         of debt                                           25.8          --
        Payment of call premium                           (13.8)         --
        Depreciation and amortization                   2,567.4     2,413.2
        Net losses and dividends from unconsolidated              
         affiliates                                       142.6       144.7
        Provision for losses on bad debts                 158.7       135.1
        Deferred income taxes and unamortized                     
         investment tax credits                        (1,682.6)     (122.6)
        Net change in accounts receivable and                     
         other current assets                            (307.7)     (390.1)
        Net change in accounts payable and other                  
         current liabilities                             (278.6)      (28.3)
        Net change in deferred charges and other                  
         assets                                           (14.0)      (17.6)
        Net change in other liabilities and                       
         deferred credits                                 261.0       349.7
        Other reconciling items, net                      (31.0)      (27.8)
          Net cash provided by operating activities     4,205.8     4,057.6
                                                                  
     Cash Flows from Investing Activities:                        
      Capital expenditures                             (2,822.6)   (2,698.0)
      Proceeds from disposition of short-term                     
       investments                                        124.2        59.2
      Purchases of short-term investments                (150.6)      (79.5)
      Investment dispositions and repayments of                   
       advances                                           111.2       174.9
      Investments in and advances to unconsolidated               
       affiliates                                        (401.3)     (519.6)
      Other                                               (47.6)       41.6
          Net cash used for investing activities       (3,186.7)   (3,021.4)
                                                                  
     Cash Flows from Financing Activities:                        
      Proceeds from short-term borrowings              14,394.0    17,048.2
      Repayments of short-term borrowings             (14,801.7)  (16,918.5)
      Proceeds from long-term debt                        835.1       149.4
      Repayments of long-term debt                       (376.2)     (105.7)
      Dividends paid                                   (1,026.8)   (1,026.4)
      Other                                                 (.6)       (4.4)
          Net cash used for financing activities         (976.2)     (857.4)
                                                                  
     Net Increase in Cash and Cash Equivalents             42.9       178.8
     Cash and Cash Equivalents at Beginning of Period     606.5       501.5
     Cash and Cash Equivalents at End of Period          $649.4      $680.3
     
     The accompanying notes are an integral part of these 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.
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.  However, BellSouth
believes 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.

Note B -- BellSouth Corporation Consolidated Shareholders' Equity

               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
                       (1)                                    (1)
Balance at                                                            
December                                                              
31, 1994     502.5    (6.3)  $502.5    $8,064.2  $6,721.1   $(336.2)  $(584.3)

Net loss                                         (1,071.0)            

Dividends                                                             
declared                                         (1,042.5)

Shares                                                                
issued in                              
connection                             
with                                   
various                                
employee                               
benefit                                
plans          0.5             0.5         18.0

Shares                                                                
issued to                                                   
grantor                                                     
trusts         0.6    (0.6)    0.6         37.7               (38.3)


Reduction                                                             
of ESOP                                                               
debt and                                                              
other                                                                 
related                                                               
activity                                              7.6                55.2

Two-for-one                                                           
stock split                            
(2)          503.5    (6.9)   503.5     (503.5)

Foreign                                                               
currency                                                              
translation                                                           
adjustment  ______   ______  ______       (4.1)  ________   _______   _______

Balance at                                                            
September                                                             
30, 1995    1,007.1  (13.8)  $1,007.1  $7,612.3  $4,615.2   $(374.5)  $(529.1)

(1)  Such shares are not considered to be outstanding for financial
reporting purposes.

(2)  In September 1995, BellSouth's Board of Directors approved a
two-for-one stock split effected in the form of a stock dividend,
whereby each shareholder of record as of October 11, 1995 would
receive on November 8, 1995 one additional share of common stock
for each share owned as of that date.
                    BELLSOUTH CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         (Unaudited)
           (In Millions, Except Per Share Amounts)

Note C -- Supplemental Cash Flow Information

   The following supplemental information is presented in accordance
with the provisions of Statement of Financial Accounting Standards
(SFAS) No. 95, "Statement of Cash Flows."

                                     For the Nine Months
                                     Ended September 30,
                                      1995         1994
                                                
Cash Paid For:                                  
                                                
   Income taxes                      $932.3       $1,023.6
   Interest                          $566.0       $  545.1

Noncash Investing and Financing Activities:

   Shares issued to grantor trusts      1.2           87.2

Note D -- Extraordinary Losses

   Discontinuance of SFAS No. 71.  As a result of its continuing
regulatory and marketplace assessments, BellSouth
Telecommunications, Inc. (BellSouth Telecommunications), a wholly-
owned subsidiary of BellSouth, concluded during the second quarter
that it is no longer appropriate to prepare its external financial
results using the accounting method required for regulated
enterprises.  BellSouth Telecommunications believes that, based on
recent changes in the regulatory framework and the increasing level
of competition, it was required to discontinue SFAS No. 71,
"Accounting for the Effects of Certain Types of Regulation," for
financial reporting purposes.  Discontinuance was required because
most of BellSouth Telecommunications' revenues are not being
generated under cost-based regulation and because it is doubtful
that regulated rates sufficient to recover the net book value of
telephone plant could be charged to and collected from customers
due to the expected levels of future competition.  Accordingly, in
the second quarter, BellSouth Telecommunications discontinued
application of SFAS No. 71 and recorded a non-cash extraordinary
charge of $2,717.7 (net of a deferred tax benefit of $1,731.3).
The components of the charge are as follows:

                                                  Pretax    After tax
Reduction in recorded value of long lived                   
  telephone plant                                 ($4,896)   ($3,002)
                                                            
Full adoption of issue basis accounting               317        194
                                                            
Elimination of regulatory assets and liabilities      111         71
                                                            
Partial adjustment to unamortized investment tax            
  credits                                              19         19
                                                            
      Total                                       ($4,449)   ($2,718)
                    BELLSOUTH CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         (Unaudited)
           (In Millions, Except Per Share Amounts)

Note D -- Extraordinary Losses (continued)

   The reduction of telephone plant, $4,896 pretax, was recorded as
an increase to the related accumulated depreciation accounts, the
categories and amounts of which are as follows:

Category                          Amount
                                        
Buried metallic cable             $1,345
Digital switching                  1,305
Circuit-other                      1,291
Aerial metallic cable                630
Underground metallic cable           325
                                        
    Total                         $4,896

   Such reduction of plant was determined by an impairment analysis
that identified estimated amounts not recoverable from future
discounted cash flows.  The analysis considered projected effects
of future competition as well as changes in technology and capital
requirements.  The plant-related charge, all of which related to
assets within the regulatory framework, was further supported by
depreciation studies that identified inadequate levels of
accumulated depreciation for certain asset categories.  These
studies give recognition to the historical underdepreciation of
assets resulting primarily from regulator-prescribed asset lives
that exceeded the estimated economic asset lives.

For financial reporting purposes, the average depreciable lives of
affected categories of long lived telephone plant have been reduced
to more closely reflect the economic and technological lives.
Differences between regulator-approved asset lives and the current
estimated economic asset lives are as follows:

                                    Composite of           Estimated
                                 Regulator-Approved     Economic Asset
            Category           Asset Lives (in Years)  Lives (in Years)
                                                               
   Buried metallic cable                20.0                 14.0
   Digital switching                    17.0                 10.0
   Circuit-other                        10.5                  9.1
   Aerial metallic cable                20.0                 14.0
   Underground metallic cable           25.0                 12.0

   The remaining components of the extraordinary charge, which
partially offset the plant-related portion of the overall charge,
include $194 (after tax) related to the method by which BellSouth
Telecommunications reports its directory publishing revenues.
BellSouth's unregulated subsidiaries recognize directory publishing
revenues and production expenses using issue basis accounting.
Under issue basis accounting, revenues and product expenses are
recognized when directories are published rather than over the
lives of the directories (generally one year) as under the
prescribed regulatory accounting framework. BellSouth
Telecommunications is now reporting using issue
                    BELLSOUTH CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         (Unaudited)
           (In Millions, Except Per Share Amounts)

Note D -- Extraordinary Losses (continued)

basis accounting consistent with BellSouth's unregulated
subsidiaries and with publishing companies in general.  The overall
extraordinary  charge was also reduced by $71 (after tax) to
reflect the removal of regulatory assets and liabilities that were
recorded as a result of previous actions by regulators.  Virtually
all of these regulatory assets and liabilities arose in connection
with the incorporation of new accounting standards into the
ratemaking process, and were transitory in nature.  The magnitude
of the regulatory assets and liabilities has been decreasing over
time due to the ongoing amortization prescribed as a part of the
adoption in 1988 of the Federal Communications Commission's current
Uniform System of Accounts. In addition, the overall extraordinary
charge was reduced by $19 (after tax) for the partial acceleration
of unamortized investment tax credits associated with the
reductions in asset carrying values and in asset lives.

   Early Extinguishment of Debt.  In the second quarter of 1995,
BellSouth Telecommunications issued $300 of Ten Year Notes, the
proceeds from which were used to redeem and refinance an
outstanding $300 Debenture issue, due August 1, 2029.  In June,
BellSouth Telecommunications called the Debenture issue for
redemption on August 1 and executed an in-substance defeasance by
depositing $326.6 in an irrevocable trust for the purchase of U.S.
government obligations to cover the principal amount called, the
call premium of $13.8 and accrued interest due of $12.8.  As a
result, the $300 Debenture issue (and related deferred issuance
costs of approximately $12) was removed from the consolidated
balance sheet at June 30, 1995 and an extraordinary loss on early
extinguishment of debt of $15.8 (net of taxes of $10.0) was
recognized in the second quarter.

Note E -- Pending Sale of Paging Subsidiary

In September, BellSouth agreed to sell to MobileMedia Corporation
its paging subsidiary, Mobile Communications Corporation of America
(MobileComm), and its two-way nationwide narrowband personal
communications services license for a total of $945.  Pending
regulatory approval, the sale is expected to close in 1996.  The
gain on such sale, subject to adjustments stipulated in the
agreement, is estimated to be approximately $350 (after tax).

For the nine-month period ended September 30, 1995, MobileComm's
operating revenues and operating expenses were $257 and $228,
respectively, and total assets at September 30, 1995 were $338.
                              
                    BELLSOUTH CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         (Unaudited)
           (In Millions, Except Per Share Amounts)
                              
                              
Note F -- Subsequent Events

Debt Refinancing.  In October 1995, BellSouth Telecommunications
issued $300 of Thirty Year Debentures, the proceeds from which were
used to redeem and refinance an outstanding $300 Debenture issue,
due November 1, 2024.  As a result, BellSouth Telecommunications
will record an extraordinary loss of approximately $13 in the
fourth quarter of 1995.

Workforce Reduction Charges.  In the fourth quarter of 1995,
BellSouth will recognize an estimated pretax charge of
approximately $1,085 ($665 after tax), comprised of approximately
$945 ($580 after tax) related to planned work force reductions by
the end of 1997, approximately $85 ($50 after tax) for expected
severance benefit payments after 1997 and approximately $55 ($35
after tax) for additional curtailment losses related to employee
reductions under a restructuring plan initiated in 1993.

                    BELLSOUTH CORPORATION
                   SELECTED OPERATING DATA
                         (Unaudited)
                              
                                                    Percent Change
                                                  1995 vs.  1994 vs.
                                         1995       1994      1993

Network Access Lines in Service at September 30 (Thousands)(a):

By Type:                                                    
  Residence                              14,551.0  3.5%      3.5%
  Business                                6,116.7  7.7       7.0
  Other                                     255.9  0.8       (0.1)
       Total Access Lines                20,923.6  4.7       4.4
                                                             
By State:                                                    
  Florida                                 5,513.7  4.6       4.7
  Georgia                                 3,508.7  6.0       5.5
  Tennessee                               2,412.4  4.4       4.5
  Louisiana                               2,096.3  3.8       3.5
  North Carolina                          2,083.3  5.7      4.9
  Alabama                                 1,779.5  3.9       3.5
  South Carolina                          1,285.0  4.0       3.3
  Mississippi                             1,152.2  3.8       4.0
  Kentucky                                1,092.5  3.7       3.0
      Total Access Lines                 20,923.6  4.7       4.4
                              
                                                  Percent Change for
                                                   the Periods Ended
                                                  1995 vs.  1994 vs.
                                         1995       1994      1993
Access Minutes of Use (Millions)(a)(b):
  Interstate:                                               
    Three months ended March 31          15,131.3    7.7%     7.9%
    Three months ended June 30           15,597.1    8.2      7.6
    Three months ended September 30      15,713.4    8.5      8.6
    Nine months ended September 30       46,441.8    8.1      8.1
                                                            
  Intrastate:                                                
    Three months ended March 31           4,529.1   13.1      11.4
    Three months ended June 30            4,789.9   14.7       9.9
    Three months ended September 30       4,884.8   13.8      10.5
    Nine months ended September 30       14,203.8   13.9      10.6
                                                             
  Total Minutes of Use:                                      
    Three months ended March 31          19,660.4    8.9     8.7
    Three months ended June 30           20,387.0    9.6      8.1
    Three months ended September 30      20,598.2    9.7      9.0
    Nine months ended September 30       60,645.6    9.4      8.6
                                                             
Toll Messages (Millions)(a):                                 
    Three months ended March 31             370.0   (4.3)     5.3
    Three months ended June 30              352.0  (11.4)     2.1
    Three months ended September 30         328.7  (15.1)     1.7
    Nine months ended September 30        1,050.7  (10.3)     3.0
                    BELLSOUTH CORPORATION
            SELECTED OPERATING DATA  (Continued)
                         (Unaudited)

(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.


                                               Percent Change
                                             1995 vs.  1994 vs.
                                   1995        1994      1993

Cellular and Paging Customers Served at September 30 (Equity
Basis)(c):
                                                       
Domestic Cellular                 2,544,500    31.9%     39.5%
International Cellular              549,900    77.9     113.5
Paging (all domestic)             1,716,400     9.8      30.9

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


                                         For the Nine
                                         Months Ended
                                        September 30,
                                             1995
Ratio of Earnings to Fixed Charges (d)       5.57

(d) For the purpose of this ratio: (i) earnings have been
calculated by adding income before income taxes and extraordinary
losses, 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)

       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.

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 court-defined
geographic areas, called Local Access and Transport Areas (LATAs),
and provides network access services to enable interLATA
communications using the long-distance facilities of interexchange
carriers.  Through subsidiaries, other telecommunications services
and products are provided both inside and outside the nine-state
BellSouth Telecommunications region.  BellSouth Enterprises, Inc.
(BellSouth Enterprises), another wholly-owned subsidiary, owns
businesses providing domestic and international wireless
communications services and advertising and publishing products.

Approximately 71% and 73% of BellSouth's Total Operating Revenues
for the nine-month periods ended September 30, 1995 and 1994,
respectively, and a greater portion of income before extraordinary
losses were from wireline services provided by BellSouth
Telecommunications.  Charges for local, access and toll services
for the nine-month period ended September 30, 1995 accounted for
approximately 59%, 33% and 8%, respectively, of the wireline
revenues discussed above.  Revenues from wireless communications
services and directory advertising and publishing services
accounted for approximately 14% and 8%, respectively, of Total
Operating Revenues for the nine months ended September 30, 1995.
The remainder of such revenues was derived principally from other
nonregulated services provided by BellSouth Telecommunications.

RESULTS OF OPERATIONS

All per share amounts herein reflect a two-for-one stock split
declared in September 1995.  See Note B to the Consolidated
Financial Statements.


                           For the Three     For the Nine
                            Months Ended     Months Ended
                            September 30,   September 30,
                           1995     1994     1995    1994

Income Before                                        
Extraordinary Losses      $558.5   $499.5   1,662.5   1,601.3
Extraordinary Loss for                               
 Discontinuance of SFAS                              
 No. 71, net of tax          --       --   (2,717.7)      --
Extraordinary Loss on                                
 Early Extinguishment                                                
 of Debt, net of tax         --       --      (15.8)      --
                                                     
Net Income (Loss)         $558.5   $499.5 ($1,071.0) $1,601.3
                                          
Earnings (Loss) Per                                  
Share:
Income Before                                        
Extraordinary                $.56    $.50      $1.67   $1.61
 Losses
Extraordinary Loss for                               
 Discontinuance of                                   
 SFAS No. 71, net of tax       --      --      (2.73)     --
                                          
Extraordinary Loss on                                
 Early Extinguishment                                               
 of Debt, net of tax           --      --       (.02)     --
                                                     
Earnings (Loss) Per          $.56    $.50     $(1.08)  $1.61
Share                                     

For the three- and nine-month periods ended September 30, 1995,
Income Before Extraordinary Losses increased by $59.0 (11.8%) and
$61.2 (3.8%), respectively. The increases for both periods resulted
primarily from continued strong growth in key business volumes and
expense savings attributable to BellSouth Telecommunications'
restructuring plan begun in 1993.  The increase for the nine-month
period was partially offset by the effect of a gain in first
quarter 1994 of $67.5 ($.07 per share) related to the sale of an
international cellular investment.

For a discussion of the extraordinary losses in 1995, see
"Extraordinary Losses" below and Note D to the Consolidated
Financial Statements.

Volumes of Business

The total number of access lines in service since September 30,
1994 increased by approximately 930,400 (4.7%) to 20,923,600,
compared to a 4.4% rate of increase for the same prior year period.
Business and residence access lines increased by 7.7% and 3.5%,
respectively, compared to growth rates of 7.0% and 3.5% in 1994.
The number of second residence lines, included in total residence
lines, increased by 207,300 (21.0%) to 1,194,200 and accounted for
approximately 42.1% and 22.3% of the overall increase in residence
access lines and total access lines, respectively, since September
30, 1994.  Such second residence lines are generally used for home
office purposes, access to on-line computer services and children's
phones.  The growth in all categories of access lines was primarily
attributable to continued economic improvement in the Southeast and
successful marketing programs.

Access minutes of use represent the volume of traffic carried by
interexchange carriers between LATAs, both interstate and
intrastate, using BellSouth Telecommunications' local facilities.
Total access minutes of use increased by 1,822.9 million (9.7%) and
5,216.6 million (9.4%) for the three- and nine-month periods ended
September 30, 1995, respectively, compared to increases of 9.0% and
8.6% for the same periods last year.  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 negatively impacted 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, 1995, toll messages decreased by
58.5 million (15.1%) and 120.3 million (10.3%), respectively,
compared to increases of 1.7% and 3.0% for the corresponding
periods in 1994.  The decreases in 1995 were primarily attributable
to the expansion of local area calling plans in Georgia, South
Carolina, Florida, North Carolina and Mississippi.  These plans and
future implementation of other such plans in BellSouth
Telecommunications' service region, coupled with competition in the
intraLATA toll market, will adversely impact future toll message
volumes.  Local area calling plans and the effects of competition
result in the transfer of calls from toll to local service and
access categories, respectively, but the corresponding revenues are
not generally shifted at commensurate rates.

Domestic cellular customers (equity-weighted) increased by 614,700
(31.9%) since September 30, 1994 to 2,544,500 due to continuing
high demand for wireless services.  The overall penetration rate
(number of customers as a percentage of the total population in the
service territory) increased from 4.9% at September 30, 1994 to
6.4% at September 30, 1995.  Total minutes of use have also
continued to increase, although average minutes of use per cellular
customer declined due to the continuing trend of increased
penetration into lower-usage market segments.

Since September 30, 1994, the number of international cellular
customers increased by 240,800 (77.9%) to 549,900.  Growth in total
minutes of use for international cellular properties remained
strong due to demand stimulated by competitive programs, enhanced
services and underdeveloped land-line service.

Paging customers increased by 153,400 (9.8%) to 1,716,400 since
September 30, 1994 due primarily to continued success of the retail
distribution program.  During third quarter 1995, BellSouth reached
an agreement to sell its paging subsidiary; see "Business
Developments" below.

Operating Revenues

Total Operating Revenues increased $234.5 (5.6%) and $671.3 (5.4%)
for the three- and nine-month periods ended September 30, 1995,
respectively, when compared to the corresponding 1994 periods.  The
components of Total Operating Revenues were as follows:

                           For the Three      For the Nine
                            Months Ended      Months Ended
                           September 30,     September 30,
                           1995     1994     1995      1994
                                                             
Local Service            $1,856.8 $1,728.2  $5,418.5  $5,117.6
Interstate Access           805.4    770.8   2,406.1   2,338.2
Intrastate Access           229.9    226.6     683.0     687.1
Toll                        219.8    298.4     766.4     899.0
Directory Advertising                                        
 and Publishing             366.3    364.3   1,108.5   1,105.4
Wireless Communications     665.0    528.7   1,888.0   1,477.0
Other Services              289.0    280.7     850.7     825.6
                                                             
Total Operating Revenues $4,432.2 $4,197.7 $13,121.2 $12,449.9

Local Service revenues increased $128.6 (7.4%) and $300.9 (5.9%)
for the three- and nine-month periods ended September 30, 1995,
respectively, as compared to the same 1994 periods.  The increases
for both periods were due primarily to 4.7% growth in access lines
in service since September 30, 1994; increases for the three- and
nine-month periods of $29 and $79, respectively, due to higher
customer demand for Touchstar and Custom Calling services; and the
effect of expanded local area calling plans.  The increase for the
nine-month period was partially offset by net rate reductions since
September 30, 1994 of approximately $49. Such rate reductions
include refunds of $31 and $9 in Florida and Georgia, respectively,
both of which had previously been accrued as a reduction in Other
Services revenues, pending determination of the specific revenue
category affected.

Interstate Access revenues increased $34.6 (4.5%) and $67.9 (2.9%)
for the three- and nine-month periods ended September 30, 1995,
respectively, as compared to the same prior year periods.  The
increases for both periods were attributable primarily to growth in
minutes of use of 8.5% and 8.1%, respectively and increases in end-
user charges of $12 and $36, respectively, attributable to growth
in the number of access lines in service.  Also contributing were
increases of $12 and $30, respectively, due to higher demand for
special access services.  The increases were partially offset by
net rate reductions since September 30, 1994 of approximately $30
and $74, respectively.

Intrastate Access revenues were essentially unchanged for the three-
and nine-month periods ended September 30, 1995, respectively, when
compared to the corresponding 1994 periods, reflecting rate
reductions of $18 and $72, respectively, since September 30, 1994
and increases attributable to growth in minutes of use of 13.8% and
13.9%, respectively.

Toll revenues decreased $78.6 (26.3%) and $132.6 (14.7%) for the
three- and nine-month periods ended September 30, 1995,
respectively, when compared to the same prior year periods.  The
decreases were primarily attributable to declines in toll messages
of 15.1% and 10.3%, respectively, and net rate reductions since
September 30, 1994 of approximately $31 and $59, respectively.
Such factors reflect the expansion of local area calling plans and
increased competition.   The decreases for the periods were also
due in part to a retroactive independent company settlement during
third quarter 1995, which reduced revenues by $31.

Directory Advertising and Publishing revenues were essentially
unchanged for the three- and nine-month periods ended September 30,
1995 when compared to the same prior year periods.  For the three-
month period, increases in the volume of advertising sold were
substantially offset by the impact of BellSouth Telecommunications'
adoption of issue basis accounting for directory revenues in
connection with the discontinuance of Statement of Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of
Certain Types of Regulation," which is discussed in Note D to the
Consolidated Financial Statements.  For the nine-month period,
increases in the volume of advertising sold were substantially
offset by changes in the issue dates of certain Yellow Pages
directories, which reduced revenues in 1995.

Wireless Communications revenues include revenues from the
consolidated wireless communications businesses (cellular and
paging within BellSouth Enterprises) as well as revenues from
interconnections by unaffiliated cellular 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 (Expense), net.)
Wireless Communications revenues increased $136.3 (25.8%) and
$411.0 (27.8%) for the three- and nine-month periods ended
September 30, 1995, respectively, when compared to the same periods
last year.  The increases were primarily attributable to continued
growth of the customer base in domestic and international markets.

Other Services revenues are principally comprised of revenues from
customer premises equipment (CPE) sales and maintenance services,
billing and collection services and other nonregulated services
(primarily inside wire services) offered by BellSouth
Telecommunications.  Other Services revenues increased $8.3 (3.0%)
and $25.1 (3.0%) for the three- and nine-month periods ended
September 30, 1995, respectively, when compared to the
corresponding 1994 periods.

For both periods, the increases were attributable to reduced levels
of revenue reduction accruals related to potential sharing under
certain state regulatory plans coupled with the reclassification of
certain such accruals to Local Service revenues, the combined
effect of which increased Other Services revenues by approximately
$37 and $88 for the three- and nine-month periods, respectively.
The increases were also due in part to approximately $11 and $32,
respectively, resulting from higher demand for voice messaging and
inside wire services.  For both periods, the increases were
partially offset by reductions of $24 and $39, respectively, in
revenues from billing and collection services; in addition, the
increase for the nine-month period was partially offset by
approximately $33 related to the sale in April 1994 of BellSouth
Telecommunications' out-of-region CPE sales and service operations.

Operating Expenses

Total Operating Expenses increased $170.8 (5.3%) and $429.7 (4.6%)
for the three- and nine-month periods ended September 30, 1995,
respectively, compared to the same periods in 1994. The components
of Total Operating Expenses were as follows:

                           For the Three     For the Nine              
                            Months Ended     Months Ended
                           September 30,    September 30,
                           1995     1994     1995    1994
                                                           
Depreciation and                           
 Amortization              $874.0   $814.1  $2,567.4 $2,413.2
                                                    
Other Operating                                     
Expenses:
  Cost of Services and                              
   Products               1,542.4  1,521.8   4,530.3  4,506.4
  Selling, General and                              
   Administrative           958.4    868.1   2,774.4  2,522.8
                                                    
                          2,500.8  2,389.9   7,304.7  7,029.2
                                                    
Total Operating          $3,374.8 $3,204.0  $9,872.1 $9,442.4
 Expenses               

Depreciation and Amortization increased $59.9 (7.4%) and $154.2
(6.4%) for the three- and nine-month periods ended September 30,
1995, respectively, compared to the same periods in 1994.  The
increases were due primarily to higher levels of property, plant
and equipment since September 30, 1994 resulting from continued
growth in the customer base for wireless and wireline services and
continued modernization of the networks.

For a discussion of the impact of discontinuance of SFAS No. 71 on
depreciation expense in 1995 and 1996, see "Extraordinary Losses -
Discontinuance of SFAS No. 71" below.

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 $110.9 (4.6%) and $275.5 (3.9%)
for the three- and nine-month periods ended September 30, 1995,
respectively, when compared to the corresponding 1994 periods.  The
increases for the periods were primarily attributable to increased
expenses of $76 and $270, respectively, related to growth in the
wireless communications customer base, reflecting additional
marketing and operational costs associated with higher levels of
sales and expanded operations.  At the core wireline business,
increases related primarily to volume growth were substantially
offset by decreases of approximately $55 and $152, respectively,
for labor costs, including expenses for employee benefits.  The
decreases in such labor costs reflect employee reductions since
September 30, 1994 attributable to the restructuring plan begun in
1993, partially offset by annual compensation increases for
management and represented employees.

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,
                      1995      1994      1995       1994
Interest Expense     $171.7    $177.3    $532.0     $496.2
Other Income                                       
 (Expense), net        52.6     (22.9)     50.9       24.9
Provision for                                      
 Income Taxes         379.8     294.0   1,105.5      934.9
                                                   

Interest Expense decreased $5.6 (3.2%) and increased $35.8 (7.2%)
for the three- and nine-month periods ended September 30, 1995,
respectively, compared to the same periods last year.  The increase
for the nine-month period was primarily attributable to higher
average interest rates on short-term borrowings and higher average
debt levels for both short- and long-term borrowings.

Other Income, net increased $75.5 and $26.0 for the three- and nine-
month periods ended September 30, 1995, respectively, compared to
the corresponding periods in 1994.  The increases for both periods
were primarily attributable to overall improved results in cellular
and mobile data businesses and increased interest income.  The
increase for the nine month period was partially offset by the
inclusion in first quarter 1994 of a $67.5 gain on the sale of an
international cellular investment.

Provision for Income Taxes increased $85.8 (29.2%) and $170.6
(18.2%) for the three- and nine-month periods ended September 30,
1995, respectively, over the comparable 1994 periods.  For the
three- and nine-month periods ended September 30, 1995, BellSouth's
effective tax rates were 40.5% and 39.9%, respectively, compared to
37.1% and 36.9%, respectively, for the same periods last year.  The
higher effective tax rates for both periods compared with last
year, were primarily due to an increase in deferred tax expense
resulting from the discontinuance of SFAS No. 71 in 1995.  In
addition, the lower effective tax rate for the nine-month period in
1994 reflects the first quarter 1994 benefit of capital loss
carryforwards used in connection with the sale of an international
cellular investment.

Extraordinary Losses

Discontinuance of SFAS No. 71.  As a result of its continuing
regulatory and marketplace assessments, BellSouth
Telecommunications concluded that it is no longer appropriate to
prepare its external financial results using the accounting method
required for regulated enterprises.  BellSouth Telecommunications
believes that based on recent changes in the regulatory framework
and the increasing level of competition, it was required to
discontinue SFAS No. 71 for financial reporting purposes.
Discontinuance was required because most of BellSouth
Telecommunications' revenues are not being generated under cost-
based regulation and because it is doubtful that regulated rates
sufficient to recover the net book value of telephone plant could
be charged to and collected from customers due to the expected
levels of future competition.  Accordingly, in the second quarter,
BellSouth Telecommunications discontinued application of SFAS No.
71 and recorded a non-cash extraordinary charge of $2,717.7 (net of
a deferred tax benefit of $1,731.3).  The extraordinary charge
reflects $3,002 (after tax) to reduce the recorded value of long
lived telephone plant and equipment, all of which was within the
regulatory framework, to the level appropriate for non-regulated
enterprises.  The overall charge was partially offset by $194
related to the method by which BellSouth Telecommunications reports
its directory publishing revenues, $71 related to the elimination
of regulatory assets and liabilities and $19 for the partial
acceleration of unamortized investment tax credits associated with
the reductions in asset carrying values and in asset lives.

Recent changes in its regulatory framework and the simultaneous
elimination of legal and regulatory barriers for its competitors
both support discontinuance of SFAS No. 71.  In the regulatory
arena, implementation of price regulation has been and continues to
be a cornerstone in BellSouth Telecommunications' corporate
strategy.  Due in part to this strategy, changes in the regulatory
framework are now being implemented (see "Regulatory and
Competitive Environment - State Regulation").  As a result of such
changes, a significant portion of BellSouth Telecommunications'
revenue will no longer be regulated based on the recovery of
specific costs.  Furthermore, BellSouth Telecommunications expects
that competition in its local exchange markets will accelerate.
The removal of legal and regulatory barriers is expected to
encourage potential competitors to accelerate deployment of
competing networks to either compete directly for local service or
to bypass the BellSouth Telecommunications network for long
distance access.  Potential competitors have continued to make
investments in wireless licenses, cable properties and enhanced
interexchange networks, which serves as further evidence of
increased competition.

In connection with the discontinuance of SFAS No. 71, the average
depreciable lives of significant categories of long lived telephone
plant were reduced to more closely reflect the economic and
technological lives. As a result of such shorter lives applicable
to both existing and newly acquired assets, BellSouth expects that
depreciation expense will increase about $22 in 1995 and about $70
in 1996.  However, the impact on net income in these time periods
is not expected to be significant because of elimination of the
amortization of regulatory assets and the acceleration of
unamortized investment tax credits due to the shorter lives of
telephone plant.

See Note D to the Consolidated Financial Statements.

Early Extinguishment of Debt.  During the second quarter, BellSouth
Telecommunications recognized an extraordinary loss of $15.8 (net
of taxes of $10.0) related to the early extinguishment of an
outstanding debt issue.  See Note D to the Consolidated Financial
Statements.

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.
While current liabilities exceeded current assets at both September
30, 1995 and December 31, 1994, 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,
                                             1995         1994
Net Cash Provided by Operating Activities  $4,205.8     $4,057.6

Operating Activities.  Net cash provided by operating activities
increased $148.2 (3.7%) in the first nine months of 1995 compared
with the same period in 1994, primarily due to a $396 increase in
operating income excluding depreciation and amortization.  Such
increase in operating income was partially offset by a greater
reduction of accounts payable and other current liabilities of
$250.

                                            For the Nine Months
                                            Ended September 30,
                                             1995         1994
Net Cash Used for Investing Activities    $(3,186.7)   $(3,021.4)

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 $165.3 (5.5%) in the first nine months of 1995
compared to the corresponding 1994 period.  The increase was
primarily due to higher capital expenditures of $125 related to
network development and the purchase in 1995 of PCS licenses from
the FCC for $82.  Internal sources provided substantially all cash
required for capital expenditures in the first nine months of 1995.
For the remainder of 1995, 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,
                                             1995         1994
Net Cash Used for Financing Activities      $(976.2)     $(857.4)

Financing Activities.  Net cash used for financing activities
increased $118.8 (13.9%) in first nine months of 1995 compared to
the same period last year.  The increase reflects lower levels of
net proceeds from all borrowing activities.

In September 1995, BellSouth's Board of Directors raised the
quarterly dividend by $.015 per share to a total of $.36 per share
payable on November 1 to shareholders of record on October 11.

During second quarter 1995, BellSouth issued $500 of long-term debt
and, with the net proceeds, refinanced outstanding short-term debt.
During the same period, BellSouth issued an additional $300 of long-
term debt and refinanced an outstanding long-term debenture issue.
In October, BellSouth issued $300 of long-term debt and refinanced
another outstanding long-term debenture issue.  See Notes D and F
to the Consolidated Financial Statements.

Additional refinancings of both short- and long-term debt are
possible during the remainder of the year depending on prevailing
market interest rates.  As of November 1, 1995, shelf registration
statements were on file with the Securities and Exchange Commission
under which $2,427 of long-term debt securities could be publicly
offered.

BellSouth's debt to total capitalization ratio increased from 39.3%
at December 31, 1994 to 43.3% at September 30, 1995.  The increase
was primarily caused by the reduction in equity due to the
extraordinary loss from the discontinuance of SFAS No. 71.

WORK FORCE REDUCTION CHARGES

In the fourth quarter of 1995, BellSouth will recognize an
estimated pretax charge of approximately $1,085 ($665 after tax),
comprised of approximately $945 ($580 after tax) related to planned
work force reductions by the end of 1997, approximately $85 ($50
after tax) for expected severance benefit payments after 1997 and
approximately $55 ($35 after tax) for additional curtailment losses
related to employee reductions under a restructuring plan initiated
in 1993.  Each component of the overall charge is discussed below.

1995 Work Force Reduction Charge

In connection with a previously-disclosed plan to significantly
reduce its work force by the end of 1997, BellSouth will record a
pretax charge of $945 in the fourth quarter of 1995.  Under this
plan, BellSouth expects to reduce the work force of the core
wireline business by approximately 11,300 employees, consisting of
approximately 7,000 employees in 1996 and approximately 4,300
employees in 1997.

The work force reduction will be accomplished through the
separation of approximately 13,200 employees, partially offset by
the planned hiring of new employees primarily to replace those not
expected to relocate in connection with the consolidation of work
locations.

The $945 pretax charge is comprised of approximately $565 under the
provisions of Statement of Financial Accounting Standards (SFAS)
No. 112, "Employers' Accounting for Postemployment Benefits,"
related to those employees who are expected to receive severance
benefits under preexisting separation plans, and approximately $380
for curtailment losses under the provisions of SFAS No. 88,
"Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits" and SFAS No.
106, "Employers' Accounting for Postretirement Benfits Other Than
Pensions."

Once the plan to reduce 11,300 employees is completed, annual
employee cost savings are estimated to be approximately $560.  Such
annual savings will be partially offset by increased costs of
approximately $60 for outsourced services.

Postemployment Benefits Charge

The pretax charge of $85 represents estimated future postemployment
severance benefits to be paid after 1997, also in accordance with
the provisions of SFAS No. 112.  This component is based on
BellSouth's belief that work force reductions will continue under
existing separation plans, although at reduced separation benefit
levels.

1993 Restructuring Of Telephone Operations

In the fourth quarter of 1993, BellSouth Telecommunications
recognized a $1,136.4 restructuring charge in connection with a
plan to redesign, consolidate and streamline the fundamental
processes and work activities in its telephone operations.  A total
of 10,200 employee reductions were included in the plan. Upon
completion, restructuring of the telephone operations is expected
to improve overall responsiveness to customer needs and reduce
costs.

At September 30, 1995, the remaining liability associated with the
1993 restructuring plan was $175.4, all of which was classified as
current.  Since inception of the restructuring plan, total employee
reductions were approximately 7,700, including 4,600 since
September 30, 1994.  As a result of this reduction of 4,600
employees, operating expenses for the three- and nine- month
periods ended September 30, 1995 were reduced by approximately $50
and $150, respectively. The cumulative reduction of 7,700 employees
since inception of the plan has reduced operating expenses in 1995
by approximately $250.  For the years 1995 and 1996, cumulative
employee reductions under the plan are projected to reduce
operating expenses by approximately $375 and $600, respectively.

A summary of employee reductions and expenditures through September
30, 1995 under the 1993 restructuring plan is as follows:

                            Third      Year-                 
                            Quarte      to-   Year   Year    
                            r 1995     Date   1994   1993  Total
                                       1995
                                                                
Employee Reductions          1,100     2,500  3,900  1,300  7,700
                                                                
Expenditures By Component:                                      
   Consolidation and                                            
    Elimination              $40.3    $149.4 $164.6  $14.7 $328.7
    of Operations                      
   Systems                    65.6     164.6  170.3    ---  334.9
   Employee Separation        48.6     125.3  133.8   38.3  297.4
          
     Total                  $154.5    $439.3 $468.7  $53.0 $961.0
                                     
                                                                
Expenditures By Type:                                           
   Cash                     $137.8    $391.5 $390.2  $53.0 $834.7
   Non-Cash                   16.7      47.8   78.5    ---  126.3
                                        
     Total                  $154.5    $439.3 $468.7  $53.0 $961.0
                                         
                                                                
Capital Expenditures (not                                       
included in above           $ 66.8    $150.9 $203.6  $---  $354.5
expenditures)                    

BellSouth Telecommunications expects to substantially complete the
1993 restructuring plan activities in 1995.  During fourth quarter
1995, a pretax charge of $55 will be recognized for additional
curtailment losses related to employee reductions under the plan.
The additional curtailment losses resulted from a greater number of
retirement-eligible employees separating than originally expected.

In connection with the 1993 plan, total employee reductions in 1995
are projected to be approximately 5,000, including the reductions
of 2,500 which occurred in the first nine months of 1995.


REGULATORY AND COMPETITIVE ENVIRONMENT

Regulation

Alabama.  In June, a law was enacted which permits the Alabama
Public Service Commission to authorize alternative methods of
regulation for local exchange carriers, including BellSouth
Telecommunications.  In September, the Alabama Commission approved
a price regulation plan, which was effective September 20, 1995 for
BellSouth Telecommunications, and a local competition plan.  Under
the provisions of the price regulation plan, prices for basic
services, including local exchange services for residence and
business customers, are capped for five years, after which an
inflation-based formula will be used to change prices; prices for
non-basic services are capped for one year, after which increases
are limited to 10% annually; and intrastate access charges are
reduced first by $5 to achieve parity with the August 1, 1995
interstate switched access rates, and are then further reduced by
$8.  The order also provides for specific access reductions in
later years through July 1, 1999.  Additional terms of the price
regulation plan require annual price reductions for certain defined
basic services. Such reductions, which are effective July 1 of each
year, will be $10, $15, $10, $11 and $11 for 1995, 1996, 1997, 1998
and 1999, respectively.

Under the terms of the local competition plan, service providers,
among other things, must be approved by the Alabama Commission and
must make their respective networks available for interconnection
with all other local networks.

Florida. In June, a law was enacted which, effective January 1,
1996, permits local exchange competition in BellSouth
Telecommunications' service areas.  The law also allows qualified
service providers to elect price regulation, effective at the later
of January 1, 1996 or such time that an alternative local exchange
carrier is approved to provide services in BellSouth
Telecommunications' territory.  In November, BellSouth
Telecommunications filed with the Florida Public Service Commission
an election for price regulation.

In connection with its price regulation election, BellSouth
Telecommunications is required to comply with the provisions of a
previously-disclosed settlement reached with Florida's Office of
Public Counsel in January 1994.  Such settlement provides for
scheduled rate reductions of $80 in October 1995 and $84 in October
1996 as well as the continuation of current earnings sharing
provisions through 1996 or 1997, subject to defined terms in the
settlement.

Georgia. In April, a law was enacted which, effective July 1, 1995,
authorizes the Georgia Public Service Commission to permit
qualified service providers to compete with BellSouth
Telecommunications in the local exchange telecommunications market
and allows BellSouth Telecommunications to elect alternative
regulation.  In July, BellSouth Telecommunications filed an
election for alternative regulation with the Georgia Commission;
such election became effective on August 5, 1995.  In October, the
Georgia Commission denied an interexchange carrier's request to
stay BellSouth Telecommunications' election of alternative
regulation.

In June, the Georgia Public Service Commission, after a review of
BellSouth Telecommunications' rates and charges, ordered BellSouth
Telecommunications to refund $9 to existing customers and reduce
rates prospectively by $33.  Of such $33, approximately $12 had
been previously implemented or scheduled; the remaining $21 will be
applied to intrastate switched access rates.  In August, the
Georgia Commission denied the motion of the Consumers' Utility
Council to reconsider this order.

Kentucky. In July, the Kentucky Public Service Commission approved
BellSouth Telecommunications' previously-filed price regulation
plan, with certain modifications.  In connection with approval of
the plan, which was effective in July, the Kentucky Commission
ordered reductions in rates for access, toll and residential touch-
tone services and other defined charges, which together aggregate
$29.

The Kentucky Commission has opened a docket to consider local
exchange competition.

Mississippi. In November, the Mississippi Public Service Commission
approved a price regulation plan which will be effective January 1,
1996 and remain in effect until the end of 2001.  Reviews of such
plan will be conducted by the Mississippi Commission after three
and five years.  Under the provisions of the plan, rates for basic
services, which include the provision of local telephone service,
are capped for three years after which such basic service revenues
will be reduced annually by one percent for the duration of the
plan.  In addition, intrastate switched access rates are capped at
the same level as interstate rates over the life of the plan.  The
terms of the plan provide for increasing amounts of rate
reductions, which by the sixth year of the plan amount to
approximately $34 annually.

North Carolina. In April, a law was enacted which, effective July
1, 1996, authorizes the North Carolina Utilities Commission to
permit local exchange and exchange access competition in BellSouth
Telecommunications' service areas; however, such competition may be
permitted prior to July 1, 1996 in the territory of a local
exchange carrier for which the North Carolina Commission approves a
price regulation plan.  The law, among other provisions, allows
BellSouth Telecommunications to elect to operate under a price
regulation plan, which must be approved by the North Carolina
Commission.  In October, BellSouth Telecommunications filed with
the North Carolina Utilities Commission a proposed price regulation
plan.  The North Carolina Commission has scheduled hearings in
January 1996 on the proposed plan.

South Carolina.  In March, BellSouth Telecommunications filed a
proposed price regulation plan with the South Carolina Public
Service Commission.  In September, the South Carolina Commission
concluded hearings with respect to the proposed price regulation
plan and its investigation of BellSouth Telecommunications' 1994
earnings.  A decision by the South Carolina Commission is pending.

Tennessee. In June, a law was enacted which authorizes local
exchange competition in BellSouth Telecommunications' service areas
and allows qualified service providers to elect price regulation.
As permitted under the provisions of the law, BellSouth
Telecommunications filed an application for a price regulation plan
to be effective October 1, 1995.

In November, the Tennessee Public Service Commission held a hearing
to determine the initial rates for purposes of implementing the
price regulation plan.  The Tennessee Commission subsequently voted
to reduce BellSouth Telecommunications' rates by approximately $57
in setting the initial rates under the price regulation plan.  To
date, no written order has been issued and BellSouth
Telecommunications has not determined what action it may take with
regard to an appeal of this order.

Federal Legislation.  The U. S. Senate and House of Representatives
have each passed bills, S.652 and H.R. 1555, respectively, which
could, if enacted into law, significantly affect BellSouth's
business operations and opportunities.  Among other things, such
bills include, subject to defined terms and limitations, provisions
that open local exchange markets to competition while allowing Bell
Holding Companies, including BellSouth, to provide interLATA (long
distance) service.  The ultimate disposition of this matter is
uncertain, pending reconciliation of differences in the bills'
provisions by a joint committee of the House and Senate; approval
of a revised bill by both the House and Senate; and signature by
the President.


Competition

The Florida, Georgia and Tennessee Commissions have authorized
several companies to provide various services, including local
exchange and exchange access, in competition with BellSouth
Telecommunications.  In certain states, such competing companies
include AT&T, MCI and U S West or affiliates thereof.

Several companies have also filed applications with the North
Carolina, Alabama and Kentucky Commissions to provide certain
services in competition with BellSouth Telecommunications.



BUSINESS DEVELOPMENTS

Pending Sale of Paging Subsidiary

In September, BellSouth agreed to sell to MobileMedia Corporation
its paging subsidiary, Mobile Communications Corporation of
America, and its two-way nationwide narrowband personal
communications services license for a total of $945.  Pending
regulatory approval, the sale is expected to close in 1996.  The
gain on such sale, subject to adjustments stipulated in the
agreement, is estimated to be approximately $350 (after tax).

CWA Working Agreement

In October, members of the Communications Workers of America (CWA)
ratified new three-year contracts with BellSouth covering
approximately 57,000 employees.

ACCOUNTING PRONOUNCEMENT

In October 1995, the Financial Accounting Standards Board issued
SFAS No. 123, "Accounting for Stock-Based Compensation," which
BellSouth is required to adopt effective January 1, 1996.  SFAS No.
123 establishes optional alternative accounting methods for stock
based compensation as well as new required disclosures.  The
standard is currently under review by BellSouth and, as such, its
impact has not yet been determined.

 Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

  Exhibit
  Number
  
  3a-1 Articles of Amendment to Articles of Incorporation of
            BellSouth Corporation.
  
  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.
  
  10t-6   Amendment dated October 12, 1995 to the BellSouth
          Personal Retirement Account Pension Plan.

  10t-7   Amendment dated November 9, 1995 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

      September 14, 1995     Sale of MobileComm

      September 26, 1995     Stock Split and Dividend Increase

      October 19, 1995       Third Quarter 1995 Earnings Release
                          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/  Ronald M. Dykes
                                                    RONALD M. DYKES
            Vice President, Chief Financial Officer and Comptroller
                       (Principal Financial and Accounting Officer)


November 10, 1995
                        EXHIBIT INDEX

  Exhibit
  Number
  
  3a-1 Articles of Amendment to Articles of Incorporation of
            BellSouth Corporation.
  
  10t-6   Amendment dated October 12, 1995 to the BellSouth
          Personal Retirement Account Pension Plan.

  10t-7   Amendment dated November 9, 1995 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.