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 March 31, 1998
                                   
                                  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                          58-1533433
      (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 April 30, 1998, a total of 990,094,691 common shares was
outstanding.

                      Table of Contents                        
                               
                                                               
Item                                                         Page
                            Part I                        
 1.  Financial Statements                                      3
         Consolidated Statements of Income                     3
         Consolidated Balance Sheets                           4
         Consolidated Statements of Cash Flows                 5
         Consolidated Statements of Shareholders' Equity       
          and Comprehensive Income                             6
         Notes to Consolidated Financial Statements            8
         Selected Operating Data                              10
     
 2.  Management's Discussion and Analysis of Results of        
     Operations and Financial Condition                       12
        Results of Operations                                 13
            Volumes of Business                               13
            Operating Revenues                                15
            Operating Expenses                                17
            Other Income Statement Items                      18
        Financial Condition                                   19
        Regulatory Developments and Competition               20
            Federal Developments                              20
            State Developments                                20
        Other Matters                                         20
        Safe Harbor Statement                                 21
                                                               
                           Part II                             
 6.  Exhibits and Reports on Form 8-K                         22
                     PART I - FINANCIAL INFORMATION
                                   
                         BELLSOUTH CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)
                (In Millions, Except Per Share Amounts)


                              For the Three Months             
                                 Ended March 31,
                                 1998       1997                     
Operating Revenues:                                              
 Network and related services:                                    
  Local service                 $ 2,262     $ 2,104                 
  Interstate access                 945         917                
  Intrastate access                 206         218                
  Toll                              175         174                
 Wireless communications          1,116         765                
 Directory advertising and                                        
  publishing                        362         361
 Other services                     360         306                
    Total Operating Revenues      5,426       4,845                
                                                                 
Operating Expenses:                                              
 Cost of services and                                             
  products                        1,667       1,422
 Depreciation and                                                 
  amortization                    1,043         960
 Selling, general and                                             
  administrative                  1,262       1,110
    Total Operating Expenses      3,972       3,492                
                                                                 
Operating Income                  1,454       1,353                
                                                                 
Interest Expense                    190         183                
Gain on Sale of Operations          155          --                
Other Income (Expense), net          28          (7)               
                                                                 
Income Before Income Taxes        1,447       1,163                
Provision for Income Taxes          555         470                
                                                                 
Net Income                      $   892     $   693                
                                                                 
Weighted-Average Common                                          
 Shares Outstanding:
  Basic                              991        992                 
  Diluted                            997        994                 
Dividends Declared Per Common                                    
 Share                            $  .36     $  .36
Earnings Per Share:                                              
  Basic                           $  .90     $  .70                 
  Diluted                         $  .89     $  .70                 
                                   
                                   
                                   
   The accompanying notes are an integral part of these consolidated
                         financial statements.

                         BELLSOUTH CORPORATION
                      CONSOLIDATED BALANCE SHEETS
                (In Millions, Except Per Share Amounts)
                                   
                                                 March 31,    December 31,
                                                    1998          1997
                                                (Unaudited)   
                    ASSETS                                    
Current Assets:                                                
 Cash and cash equivalents                      $   2,120      $   2,570
 Temporary cash investments                             9             17
 Accounts receivable, net of allowance for                    
  uncollectibles of $253 and $246                   4,433          4,750
 Material and supplies                                421            393
 Other current assets                                 533            387
     Total Current Assets                           7,516          8,117
                                                               
Investments and Advances                            2,896          2,675
Property, Plant and Equipment:                                 
 Property, plant and equipment                     55,283         53,828
 Accumulated depreciation                          31,933         30,967
   Property, Plant and Equipment, net              23,350         22,861
                                                               
Deferred Charges and Other Assets                     754            702
Intangible Assets, net                              2,427          1,946
                                                               
Total Assets                                    $  36,943      $  36,301
                                                              
     LIABILITIES AND SHAREHOLDERS' EQUITY                     
Current Liabilities:                                           
 Debt maturing within one year                  $   3,302      $   3,706
 Accounts payable                                   1,619          1,825
 Other current liabilities                          3,620          3,252
   Total Current Liabilities                        8,541          8,783
Long-Term Debt                                      7,673          7,348
Deferred Credits and Other Liabilities:                        
 Accumulated deferred income taxes                  2,016          2,023
 Unamortized investment tax credits                   201            213
 Other liabilities and deferred credits             2,820          2,769
   Total Deferred Credits and Other                           
     Liabilities                                    5,037          5,005
Shareholders' Equity:                                          
 Common stock, $1 par value                         1,010          1,010
 Paid-in capital                                    7,706          7,714
 Retained earnings                                  7,919          7,382
 Accumulated other comprehensive income                40             36
 Shares held in trust and treasury                   (614)          (575)
 Guarantee of ESOP debt                              (369)          (402)
   Total Shareholders' Equity                      15,692         15,165
                                                              
Total Liabilities and Shareholders' Equity      $  36,943      $  36,301
                                                              
                                   
                                   
                                   
   The accompanying notes are an integral part of these consolidated
                         financial statements.

                         BELLSOUTH CORPORATION
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                (In Millions, Except Per Share Amounts)
                                                        For the Three Months
                                                          Ended March 31,
                                                           1998      1997
     Cash Flows from Operating Activities:                                  
    Net income                                           $   892   $    693
      Adjustments to net income:                                  
       Depreciation and amortization                       1,043       960
       Gain on sale of operations                           (155)        -
       Net losses (earnings) and dividends from                   
        unconsolidated affiliates                             37        69
       Provision for uncollectibles                           76        66
       Deferred income taxes and unamortized                      
         investment tax credits                              (16)      (10)
      Net change in:                                              
       Accounts receivable and other current assets           88       (18)
       Accounts payable and other current liabilities         30       178
       Deferred charges and other assets                      (9)      (70)
       Other liabilities and deferred credits                 46       (10)
      Other reconciling items, net                            24        16
          Net cash provided by operating activities        2,056     1,874
                                                                  
     Cash Flows from Investing Activities:                        
      Capital expenditures                                (1,226)     (871)
      Purchases of licenses and other intangible                  
       assets                                               (105)      (24)
      Proceeds from sale of operations                       155         -
      Proceeds from disposition of short-term                     
       investments                                            19        63
      Purchases of short-term investments                    (11)      (55)
      Investments in and advances to unconsolidated               
       affiliates                                           (483)     (290)
      Other investing activities, net                         58        11
          Net cash used for investing activities          (1,593)   (1,166)
                                                                  
     Cash Flows from Financing Activities:                        
      Net repayments of short-term borrowings               (499)     (626)
      Proceeds from long-term debt                           231        28
      Repayments of long-term debt                          (199)       (9)
      Dividends paid                                        (357)     (357)
      Other financing activities, net                        (89)       24
          Net cash used for financing activities            (913)     (940)
                                                                  
     Net Decrease in Cash and Cash Equivalents              (450)     (232)
     Cash and Cash Equivalents at Beginning of Period      2,570     1,178
     Cash and Cash Equivalents at End of Period         $  2,120  $    946
     
                                   
                                   
                                   
                                   
                                   
                                   
   The accompanying notes are an integral part of these consolidated
                         financial statements.

                         BELLSOUTH CORPORATION
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                       AND COMPREHENSIVE INCOME
                              (Unaudited)
                             (In Millions)
<TABLE>
<CAPTION>
                          For the Three Months Ended March 31, 1998
               --------------------------------------------------------------------------------------
                 Number of                            
                   Shares                          Amount
               ------------   -----------------------------------------------------------------------
                       Shares                                          Shares     
                        Held                                Accum.      Held        
                         In                                 Other        In      Guarantee  
                        Trust                               Compre-     Trust        of   
               Common    and      Common  Paid-in Retained  hensive      and        ESOP
                Stock  Treasury    Stock  Capital Earnings   Income    Treasury     Debt    Total
                           (a)                                          (a)

<S>             <C>    <C>       <C>       <C>      <C>         <C>    <C>        <C>       <C>
Balance at                                                                     
December 31,    1,010      (18)   $1,010   $7,714    $7,382      $36    $(575)    $(402)    $15,165
1997                              
                                                                               
Net income                                              892                                     892
                                                                               
Other compre-                                                                  
 hensive
income,
 net of tax:
                                                                               
Foreign                                                                      
currency                                                                       
translation                                                        4                              4   
adjustment
                                                                               
Total compre-                                                                  
 hensive income                                                                                 896
                                                                               
Dividends                                              (357)                                   (357)
declared
                                                                               
Shares issued                                                                  
for:
                                                                               
Employee                                                                      
benefit                                     (13)                         32                      19
plans
                                                                               
Acquisitions                     1            5                          33                      38
                                                                               
Purchase of                                                              
  treasury                                                                     
  stock                         (2)                                     (80)                    (80)
                                                                               
Purchase of                                                                    
  stock for                                                                    
  grantor trust                                                         (24)                    (24)
                                                                               
ESOP activities                                                                
 and related                                                                   
tax                                                     2                           33           35
 benefit
                -----    ----   ------   ------    ------       ----   --------  -------    -------
                                                                           
Balance at                                                                     
March 31, 1998  1,010    (19)   $1,010   $7,706    $7,919       $40    $(614)    $(369)     $15,692
                =====    ====   ======   ======    ======       ====   ========  ======     =======

</TABLE>

(a)  Such shares are not considered to be outstanding for financial
reporting purposes.  As of March 31, 1998 there were approximately
17.6 million shares held in trust and 1.6 million treasury shares held
by the company.
                                   
   The accompanying notes are an integral part of these consolidated
                         financial statements.

                         BELLSOUTH CORPORATION
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                       AND COMPREHENSIVE INCOME
                              (Unaudited)
                             (In Millions)
<TABLE>
<CAPTION>
                          For the Three Months Ended March 31, 1997
                  ---------------------------------------------------------------------------------
                  Number of                           
                   Shares                          Amount
                ----------------- -----------------------------------------------------------------
                       Shares                                             Shares
                        Held                                   Accum.     Held 
                         In                                    Other       In     Guarantee
                        Trust                                 Compre-     Trust      of
                Common   and     Common    Paid-in  Retained   hensive     and      ESOP  
                Stock Treasury    Stock    Capital  Earnings   Income     Treasury  Debt      Total
                        (a)                                                (a)
<S>             <C>     <C>      <C>       <C>       <C>       <C>      <C>       <C>       <C>       
Balance at                                                                     
December 31,    1,009      (18)   $1,009    $7,672    $5,541      $25   $(532)    $(466)    $13,249
1996
                                                                               
Net income                                               693                                    693
                                                                               
Other compre-                                                                  
hensive income,
net of tax:
                                                                               
Foreign                                                                      
currency                                                                       
translation                                                        10                            10
adjustment
                                                                               
Total compre-                                                                  
 hensive income                                                                                 703
                                                                               
Dividends                                               (357)                                  (357)
declared
                                                                               
Shares issued                                                                  
for Employee                                                                      
benefit plans                 1               (9)                          33                    24
                                                                               
ESOP activities                                                                
and related                                                                   
tax benefit                                                2                         32          34
                -----      ----   -----     ------    ------      ---   ------    -----     -------
Balance at                                                                     
March 31, 1997  1,009      (17)   $1,009    $7,663    $5,879      $35   $(499)    $(434)    $13,653
                =====      ====   ======   =======    ======      ===   ======    ======    =======
</TABLE>
                                   
(a)  Such shares are not considered to be outstanding for financial
reporting purposes.  As of March 31, 1997 there were approximately
15.8 million shares held in trust and 1.1 million treasury shares held
by the company.
                                   
   The accompanying notes are an integral part of these consolidated
                         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. These
consolidated financial statements include estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities and the amounts of revenues and
expenses.  Actual results could differ from those estimates. 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. BellSouth believes, however, that the disclosures
made are adequate for a fair presentation of results of operations,
financial position and cash flows.

Beginning in 1998, BellSouth adopted Statement of Financial Accounting
Standards (SFAS) No. 130 - "Comprehensive Income".  The calculation of
comprehensive income is included in the accompanying Consolidated
Statements of Shareholders' Equity and Comprehensive Income.

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.

Note B -- Earnings per Share

In 1997, BellSouth adopted SFAS No. 128 - "Earnings per Share," which
requires the presentation of both basic and diluted earnings per
share.  Basic earnings per share is computed based on the weighted-
average number of common shares outstanding during each year.  Diluted
earnings per share is based on the sum of the weighted-average number
of common shares outstanding plus common stock equivalents arising out
of employee stock options and benefit plans.  Earnings per share
information for the prior period has been restated to conform to the
requirements of the standard.  Common stock equivalents included in
the calculation of diluted earnings per share were approximately 6
million and 2 million for the three-month periods ended March 31, 1998
and 1997, respectively.  BellSouth's earnings, used for per share
calculations, are the same for both the basic and diluted methods.

                         BELLSOUTH CORPORATION
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                              (Unaudited)
                (In Millions, Except Per Share Amounts)

Note C -- Supplemental Cash Flow Information

                                     For the Three Months
                                       Ended March 31,
                                      1998         1997
                                                
Cash Paid For:                                  
                                                
   Income taxes                      $  45        $  59
   Interest                          $ 149        $ 133


In January 1998, BellSouth began consolidating certain operations
which had previously been accounted for under the equity method.  Such
consolidation resulted in an increase in assets of $519 (net of a $228
decrease in investments and advances) and a corresponding increase in
liabilities.

Note D -- Gain on Sale of Operations

In July 1997, BellSouth sold its 20% interest in ITT World Directories
(ITTWD) to ITT Corporation (ITT).  The sale agreement contained
certain provisions which called for additional sales proceeds to be
paid to BellSouth in the event that ITT subsequently resold ITTWD
above a certain price.  As a result of ITT's subsequent sale of ITTWD,
BellSouth received additional proceeds which resulted in a pretax gain
of $155 ($96 after tax) in the first quarter of 1998.





                         BELLSOUTH CORPORATION
                        SELECTED OPERATING DATA
                              (Unaudited)
                                   
                                                    Percent Change
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996

Network Access Lines in Service at March 31 (Thousands)(a):
By Type:                                                    
  Residence                                16,127    4.8%     3.6%
  Business                                  7,148    4.3      7.6
  Other                                       273    2.6      3.5
       Total Access Lines                  23,548    4.6      4.8
                                                            
By State:                                                   
  Florida                                   6,333    5.4      5.4
  Georgia                                   4,057    5.6      6.0
  Tennessee                                 2,653    2.7      4.4
  North Carolina                            2,370    5.0      5.7
  Louisiana                                 2,305    4.3      3.5
  Alabama                                   1,950    3.5      3.6
  South Carolina                            1,427    4.5      4.0
  Mississippi                               1,262    3.9      3.2
  Kentucky                                  1,191    3.4      3.3
      Total Access Lines                   23,548    4.6      4.8
                                   
                                                  Percent Change for
                                                   the Periods Ended
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996

Access Minutes of Use (Millions)(a)(b):
  Interstate                               18,998    7.2%     6.4%
  Intrastate                                6,084    9.6      8.4
  Total Access Minutes of Use              25,082    7.8      6.9
                                                            
Toll Messages (Millions)(a)                   201  (12.4)   (18.1)
                                   
 (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.

                         BELLSOUTH CORPORATION
                 SELECTED OPERATING DATA  (Continued)
                              (Unaudited)



Cellular and Personal Communications Service (PCS) customers served at
March 31(Equity basis)(Thousands)(c):

                                                     Percent Change
                                                  1998 vs.   1997 vs.
                                            1998    1997       1996
                                                            
Domestic Cellular                           4,230   12.4%     23.6%
International Cellular(d)                   2,098   39.8%     75.6%
PCS                                           105  113.4%      --

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

(d) Excluding the customers of Optus Communications, which was sold in
July 1997, from all periods, the growth rates would have been 83.2%
for 1998 compared to 1997 and 92.8% for 1997 compared to 1996.


                                        For the Three
                                         Months Ended
                                          March 31,
                                             1998
Ratio of Earnings to Fixed Charges (e)       7.5

(e) For the purpose of this ratio: (i) earnings have been calculated
by adding income before income taxes, 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.

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

Approximately 66% and 70% of BellSouth's Total Operating Revenues for
each of the three-month periods ended March 31, 1998 and 1997 were
from wireline services provided by BellSouth Telecommunications.
Charges for local, access and toll services for the three-month period
ended March 31, 1998 accounted for approximately 63%, 32% and 5%,
respectively, of the wireline revenues discussed above.  Revenues from
wireless communications services and directory advertising and
publishing services accounted for approximately 21% and 7%,
respectively, of Total Operating Revenues for the three months ended
March 31, 1998.  The remainder of such revenues was derived
principally from sales and maintenance of customer premises equipment
and other nonregulated services provided by BellSouth
Telecommunications.

RESULTS OF OPERATIONS

                                 For the Three             
                                 Months Ended
                                   March 31,
                                1998      1997                  
   Net Income                 $   892   $   693             
                                                            
   Earnings Per Share:                                      

    Basic                     $   .90   $   .70             
    Diluted                   $   .89   $   .70             

For the three-month period ended March 31, 1998, Net Income increased
by $199 (28.7%) when compared to the same 1997 period. Basic Earnings
Per Share increased $.20 (28.6%) and Diluted Earnings Per Share
increased $.19 (27.1%) when compared to the same 1997 period.

The increases for the three-month period were primarily attributable
to continued strong growth in key business volumes in BellSouth's
wireline and wireless businesses. In addition, the increases were also
due to an after-tax gain of $96 resulting from additional proceeds
received in connection with the sale of ITT World Directories (see
Note D to the Consolidated Financial Statements).

Volumes of Business

The total number of access lines in service as of March 31, 1998
increased by approximately 1,034,000 (4.6%) since March 31, 1997 to
23,548,000, compared to a 4.8% rate of increase for the same 1997
period. Business and residence access lines increased by 4.3% and
4.8%, respectively, compared to growth rates of 7.6% and 3.6% in the
same 1997 period. The decrease in the growth rate for business lines
was primarily due to the migration of business customers from
traditional business line services to high-capacity service
arrangements which are not included in business line counts.  To a
lesser degree, the growth rate for business lines was also affected by
the increased presence of facilities-based competition. Many
residential customers order additional access lines for home office
purposes, access to on-line computer services and children's phones.
The number of such additional residence lines included in total
residence lines increased by 338,000 (20.3%) to 2,000,000 and
accounted for approximately 46.1% and 32.7% of the overall increase in
residence access lines and total access lines, respectively, since
March 31, 1997.  The growth in access lines continues to reflect
economic growth in the Southeast and successful marketing programs.

Access minutes of use represent the volume of traffic carried by
interexchange carriers, both interstate and intrastate, using
BellSouth Telecommunications' local facilities.  Total access minutes
of use increased by 1,809 million (7.8%) for the three-month period
ended March 31, 1998 compared to an increase of 6.9% for the same 1997
period.  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-month period
ended March 31, 1998, toll messages decreased by 29 million (12.4%)
compared to a decrease of 18.1% for the same 1997 period.  The
decrease in 1998 is primarily attributable to continuing competition
from interexchange carriers in the intraLATA toll market as well as
the continuing expansion of local area calling plans (LACPs).

Effects of competition and the expansion of LACPs result in the
transfer of calls from toll to access and local service categories,
respectively, but the corresponding revenues are not generally shifted
at commensurate rates. Competition in the intraLATA toll market will
adversely impact future toll message volumes.

Domestic cellular customers (equity-weighted) increased by 466,000
(12.4%) since March 31, 1997 to 4,230,000.  The moderation in the
customer growth rate reflects the impact of increased competition.
BellSouth's penetration rate (number of equity-basis customers as a
percentage of the equity-basis population in the service territory)
increased from 9.2% at March 31, 1997 to 10.5% at March 31, 1998.
While total minutes of use have continued to increase, average minutes
of use per cellular customer declined since first quarter 1997 due to
the continuing trends of increased penetration into lower-usage market
segments and increased competition for high-usage customers.
BellSouth expects these trends to continue.

International cellular customers (equity-weighted) increased by
597,000 (39.8%) since March 31, 1997 to 2,098,000.  Such growth
reflects increased demand for wireless services in the international
markets which BellSouth serves and the impact of the acquisitions of
cellular properties in Nicaragua, Ecuador and Peru, partially offset
by the sale of Optus Communications. Excluding the customers of Optus
Communications from all periods, the number of international cellular
customers (equity-weighted) increased by 953,000 (83.2%) in 1998
compared to 1997 and 92.8% in 1997 compared to 1996.  Growth in total
minutes of use for international cellular properties remained strong,
primarily due to demand stimulated by market-driven pricing programs,
enhanced services and underdeveloped land-line service. However,
average minutes of use per international customer declined due to the
addition of customers in lower-usage market segments.

Domestic PCS customers (equity-weighted) increased 113.4% to 105,000
at March 31, 1998.

Operating Revenues

Total Operating Revenues increased $581 (12.0%) for the three-month
period ended March 31, 1998 when compared to the same 1997 period.
Such increase includes revenues from certain of BellSouth's
operations which had been accounted for under the equity method in
first quarter 1997 and were consolidated in first quarter 1998. If
these operations had been consolidated in 1997, Total Operating
Revenues would have increased approximately 9.5%.  The components of
Total Operating Revenues were as follows:

                                 For the Three             
                                 Months Ended
                                   March 31,
                                1998      1997                  
                                                                     
Local Service                 $ 2,262     $ 2,104                    
Interstate Access                 945         917                    
Intrastate Access                 206         218                    
Toll                              175         174                    
Wireless Communications         1,116         765                    
Directory Advertising and                                            
 Publishing                       362         361
Other Services                    360         306                    
                                                                     
Total Operating Revenues      $ 5,426     $ 4,845                    

Local Service revenues increased $158 (7.5%) for the three-month
period ended March 31, 1998, as compared to the same 1997 period.  The
increase for the period was due primarily to a 4.6% growth in access
lines in service since March 31, 1997.  Also contributing was an
increase of $50 due to higher customer demand for optional services
such as custom calling features.  Such increases were partially offset
by rate impacts which reduced revenues by $13 for the three-month
period.

Interstate Access revenues increased $28 (3.1%) for the three-month
period ended March 31, 1998 as compared to the same 1997 period.  The
increase was primarily due to a $40 increase in special access
revenues and an increase in end-user charges attributable to an
increase in access lines.  These increases were partially offset by
rate reductions which decreased revenues by $29.

Intrastate Access revenues decreased $12 (5.5%) for the three-month
period ended March 31, 1998 compared to the same 1997 period. The
decrease was primarily due to rate reductions of $38.  The decrease
was partially offset by growth in minutes of use of 9.6%.

Toll revenues increased $1 (0.6%) for the three-month period ended
March 31, 1998 when compared to the same 1997 period.  The increase
was primarily attributable to charges to interexchange carriers,
beginning in the second quarter of 1997, for toll messages originating
on BellSouth's public telephones. Such increase was substantially
offset by a decline in toll messages of 12.4%.

Wireless Communications revenues increased $351 (45.9%) for the three-
month period ended March 31, 1998 when compared to the same 1997
period. Such increase includes revenues from certain of BellSouth's
operations which had been accounted for under the equity method in
first quarter 1997 and were consolidated in first quarter 1998.  If
these operations had been consolidated in 1997, Wireless
Communications revenues would have increased approximately 27.4%.
That increase was primarily attributable to continued growth of the
customer base in international and domestic wireless markets and the
acquisition in 1997 of various international wireless operations.

Directory Advertising and Publishing revenues increased $1 (0.3%) for
the three-month period ended March 31, 1998 when compared to the same
1997 period.  The increase primarily reflects volume growth and price
increases substantially offset by one-time adjustments in 1997. The
revenue growth rate associated with increases in volume and pricing
for the three-month period ended March 31, 1998 was 5.7%.

Other Services revenues are principally comprised of revenues from
customer premises equipment (CPE) sales, maintenance services and
other services (primarily inside wire, billing and collection and
voice messaging services) offered by BellSouth Telecommunications.
Other Services revenues increased $54 (17.6%) for the three-month
period ended March 31, 1998 when compared with the same 1997 period.
The increase reflects increased demand and prices for nonregulated
services and higher billing-related fees.


Operating Expenses

Total Operating Expenses increased $480 (13.7%) for the three-month
period ended March 31, 1998 compared to the same 1997 period. Such
increase includes expenses from certain of BellSouth's operations
which had been accounted for under the equity method in first quarter
1997 and were consolidated in first quarter 1998.  If these operations
had been consolidated in 1997, Total Operating Expenses would have
increased approximately 10.2%. The components of Total Operating
Expenses were as follows:

                                 For the Three             
                                 Months Ended
                                   March 31,
                                1998      1997                  
                                                                     
Depreciation and Amortization $ 1,043   $   960             
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                     1,667     1,422
  Selling, General and                                      
   Administrative               1,262     1,110
                                2,929     2,532             
    Total Operating Expenses  $ 3,972   $ 3,492             

Depreciation and Amortization increased $83 (8.6%) for the three-month
period ended March 31, 1998 compared to the same period in 1997.  The
increase was due primarily to higher levels of property, plant and
equipment since March 31, 1997 resulting from continued growth in the
customer base and continued modernization of the networks utilized in
the wireless businesses.  The increase also included $38 in
depreciation and amortization from the first-time consolidation of
certain operations in 1998 which were treated as equity investments in
1997.

Other Operating Expenses increased $397 (15.7%) for the three-month
period ended March 31, 1998 when compared to the same 1997 period.
Such increase includes $125 in expenses from certain of BellSouth's
operations which had been accounted for under the equity method in
first quarter 1997 and were consolidated in first quarter 1998. The
increase for the period was also attributable to increased expenses in
international wireless operations of $108 related to acquisitions and
sustained growth in the international cellular customer bases.  Such
increase reflects additional marketing and operational costs
associated with higher levels of sales and expanded operations.

At BellSouth Telecommunications, Other Operating Expenses increased
$136 (7.4%) for the three-month period ended March 31, 1998 when
compared to the same 1997 period.  The increase for the period was
primarily attributable to increased costs in the company's telephone
operations associated with higher business volumes, implementation of
the Telecommunications Act of 1996 and payments to the Universal
Service Fund.

Other Income Statement Items

The other income statement components were as follows:

                                 For the Three             
                                 Months Ended
                                   March 31,
                                1998      1997                   
Interest Expense                 $190      $183              
Gain on Sale of Operations        155         -              
Other Income (Expense), net        28        (7)             
Provision for Income Taxes        555       470              
                                                             

Interest Expense increased $7 (3.8%) for the three-month period ended
March 31, 1998 compared to the same 1997 period.  The increase was
primarily attributable to higher average debt balances and interest
rates on short-term borrowings, partially offset by an increase in
interest capitalized for investments being developed.

Gain on Sale of Operations for the three-month period ended March 31,
1998 represents additional proceeds received from the sale of ITT
World Directories. See Note D to the Consolidated Financial
Statements.

Other Income, net improved $35 for the three-month period ended March
31, 1998 compared to the same 1997 period. The increase was primarily
attributable to improved equity in earnings of unconsolidated
affiliates and an increase in interest income partially offset by
higher net minority interest deductions.

Equity in earnings of unconsolidated affiliates was $11 for the three-
month period ended March 31, 1998 compared to equity in losses of
($44) for the same 1997 period.  The improvement in overall equity in
earnings primarily reflects (i) the first-time consolidation in 1998
of the mobile data communications business; (ii) more favorable
results at other unconsolidated international operations; and (iii)
the cessation of losses incurred by Optus following its sale in 1997.
The improvement was partially offset by losses from the start-up
operations in Brazil and the consolidation in 1998 of certain
international wireless operations previously accounted for under the
equity method.

Provision for Income Taxes for the three-month period ended March 31,
1998 increased $85 (18.1%) when compared to the same 1997 period. For
the three-month period ended March 31, 1998, BellSouth's effective tax
rate was 38.4% compared to 40.4% for the same 1997 period. The
decrease in the effective tax rate in 1998 resulted primarily from
improvements in the earnings of equity investments which are generally
reported net of income tax expense and from the lower effective tax
rate of newly consolidated international operations.


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. On occasion,
BellSouth's current liabilities exceed current assets.  However,
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 Three Months
                                              Ended March 31,
                                             1998         1997
Net Cash Provided by Operating Activities   $2,056       $1,874

Operating Activities.  Net cash provided by operating activities
increased $182 (9.7%) in the three-month period ended March 31, 1998
when compared to the same 1997 period.  The change is primarily due to
a $184 increase in operating income before depreciation and
amortization.

                                           For the Three Months
                                              Ended March 31,
                                             1998         1997
Net Cash Used for Investing Activities     $(1,593)     $(1,166)

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 $427 (36.6%) in the three-month period ended
March 31, 1998 when compared to the same 1997 period.  The increase
was primarily due to capital expenditures and investments in
BellSouth's consolidated and unconsolidated Latin American affiliates.

Internal sources provided substantially all cash required for capital
expenditures and international investments in the three-month period
ended March 31, 1998.  For the remainder of 1998, BellSouth expects to
continue to finance capital expenditures and international investments
primarily through internally generated funds and, to the extent
necessary, from external sources.

                                           For the Three Months
                                              Ended March 31,
                                             1998         1997
Net Cash Used for Financing Activities      $(913)       $(940)

Financing Activities.  Net cash used for financing activities was
relatively flat with a decrease of $27 (2.9%) in the three-month
period ended March 31, 1998 compared to the same 1997 period.

BellSouth's debt to total capitalization ratio decreased to 41.1% at
March 31, 1998 from 42.1% at December 31, 1997.  The decrease was
primarily caused by an increase in stockholders' equity resulting from
undistributed earnings.

As of April 30, 1998, shelf registration statements were on file with
the Securities and Exchange Commission under which $1,927 of debt
securities could be publicly offered.

In September 1997, BellSouth announced a plan to repurchase up to $1
billion of its Common Stock through 1998.


REGULATORY DEVELOPMENTS AND COMPETITION

Federal Developments

Local Number Portability Cost Recovery. On May 5, 1998 the FCC
adopted an order that will allow telecommunications carriers, such
as BellSouth Telecommunications, to recover, over five years, their
carrier-specific costs of implementing long-term number
portability, which allows customers to retain their local telephone
numbers in the event they change local carriers. The order allows for 
such cost recovery to begin no earlier than February 1, 1999 
in the form of a surcharge from customers to whom number portability is
available.  BellSouth is currently evaluating the impact the order
will have in future periods.

State Developments

Reciprocal Compensation for Internet Traffic. Several Competitive
Local Exchange Carriers (CLECs) are engaged in regulatory proceedings
with several Incumbent Local Exchange Carriers (ILECs), including
BellSouth, concerning the payment of reciprocal compensation to the
CLECs for calls originating on the ILECs' networks and terminating
with Internet Service Providers served by the CLECs' networks.  The
CLECs have asserted that such reciprocal compensation is provided for
in interconnection agreements between the CLECs and the ILECs.
BellSouth denies any liability for this form of compensation.  It is
too early to assess the impact of the ultimate resolution of these
issues on the results of operations, financial position and cash flows
of BellSouth.

OTHER MATTERS

Capitalization of Internal Use Software.  In March 1998, the AICPA
issued Statement of Position 98-1 (SOP 98-1), "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use".
SOP 98-1 requires capitalization of certain direct costs and interest
costs after preliminary development efforts have been made. SOP 98-1
requires adoption by BellSouth no later than January 1, 1999.
BellSouth intends to adopt SOP 98-1 beginning January 1, 1999.

Adoption of SOP 98-1 will result in a temporary increase in earnings
in the year of adoption as a result of the capitalization of costs
which had previously been expensed.  If expenditures remain at a
consistent level, the earnings impact will decline in each year
following the change.  The decline will continue until the
amortization expense related to the capitalized software costs equals
the level of software costs treated as expense prior to the change.
In addition, adoption of SOP 98-1  will result in higher levels of
capitalized software costs on the balance sheet.


SAFE HARBOR STATEMENT

Statements that do not address  historical performance are 'forward-
looking statements' within the meaning of the Private Securities
Litigation Reform Act of 1995 and are based on a number of
assumptions, including but not limited to: (1) continued economic
growth and demand for BellSouth's services; (2) continued monetary,
regulatory and political stability where BellSouth conducts its
international operations; (3) the reasonable accuracy of BellSouth's
expectations of costs and recoveries with respect to access reform,
universal service and interconnection; (4) the reasonable accuracy of
BellSouth's estimate of regulatory authorization to provide wireline
long distance services and the impact of competition in its markets;
and (5) satisfactory resolution of Year 2000  software revisions. Any
developments significantly deviating from these assumptions could
cause actual results to differ materially from those forecast or
implied in the aforementioned forward-looking statements.



                     PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

  Exhibit
  Number
  
  3a      Amended Articles of Incorporation of BellSouth
          Corporation as of April 27, 1998.
  
  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.
  
  10i     BellSouth Corporation Supplemental Executive Retirement
          Plan as amended March 23, 1998.
  
  10q-4   Amendment dated April 17, 1998 to the BellSouth Personal
          Retirement Account Pension Plan.
  
  10w-3   Amendment dated May 5, 1998 to the BellSouth Retirement
          Savings Plan.
  
  10z     BellSouth Compensation Deferral Plan as amended and
          restated effective October 1, 1997.
  
  10aa    BellSouth Employee Stock Investment Plan.
  
  10aa-1  Amendment dated November 27, 1996 to the BellSouth Employee
          Stock Investment Plan.
  
  10aa-2  Amendment dated March 21, 1997 to the BellSouth Employee
          Stock Investment Plan.
  
  10aa-3  Amendment dated May 5, 1998 to the BellSouth Employee Stock
          Investment Plan.
  
  10bb    BellSouth Officer Motor Vehicle Policy.
  
  11      Computation of Earnings Per Common Share.
  
  12      Computation of Ratio of Earnings to Fixed Charges.
  
  27      Financial Data Schedule as of March 31, 1998.
  
  27-a    Revised Financial Data Schedule as of December 31, 1997.
  
  27-b    Revised Financial Data Schedule as of December 31, 1996.
  
  27-c    Revised Financial Data Schedule as of December 31, 1995.
  
  27-d    Revised Financial Data Schedule as of September 30, 1997.
  
  27-e    Revised Financial Data Schedule as of June 30, 1997.

Item 6. Exhibits and Reports on Form 8-K (continued)

  
  27-f    Revised Financial Data Schedule as of March 31, 1997.
  
  27-g    Revised Financial Data Schedule as of September 30, 1996.
  
  27-h    Revised Financial Data Schedule as of June 30, 1996.
  
  27-i    Revised Financial Data Schedule as of March 31, 1996.


(b) Reports on Form 8-K:

 Date of Event      Subject
      
 February 27, 1998  ITT World Directories Additional Proceeds
                     and BellSouth Capital Funding Registration
                     Statement Exhibits
                    
 April 20, 1998     First Quarter 1998 Earnings Release
                     and 1998 Financial Projection
                    
 April 27, 1998     Chairman's comments to shareholders
                    
                               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/  W. Patrick Shannon
                                                    W. PATRICK SHANNON
                                         Vice President and Controller
                                        (Principal Accounting Officer)


May 13, 1998
                             EXHIBIT INDEX

  Exhibit
  Number
  
  
  3a      Amended Articles of Incorporation of BellSouth
          Corporation as of April 27, 1998.
  
  10i     BellSouth Corporation Supplemental Executive Retirement
          Plan as amended March 23, 1998.
  
  10q-4   Amendment dated April 17, 1998 to the BellSouth Personal
          Retirement Account Pension Plan.
  
  10w-3   Amendment dated May 5, 1998 to the BellSouth Retirement
          Savings Plan.
  
  10z     BellSouth Compensation Deferral Plan as amended and
          restated effective October 1, 1997.
  
  10aa    BellSouth Employee Stock Investment Plan.
  
  10aa-1  Amendment dated November 27, 1996 to the BellSouth Employee
          Stock Investment Plan.
  
  10aa-2  Amendment dated March 21, 1997 to the BellSouth Employee
          Stock Investment Plan.
  
  10aa-3  Amendment dated May 5, 1998 to the BellSouth Employee Stock
          Investment Plan.
  
  10bb    BellSouth Officer Motor Vehicle Policy.
  
  11      Computation of Earnings Per Common Share.
  
  12      Computation of Ratio of Earnings to Fixed Charges.
  
  27      Financial Data Schedule as of March 31, 1998.
  
  27-a    Revised Financial Data Schedule as of December 31, 1997.
  
  27-b    Revised Financial Data Schedule as of December 31, 1996.
  
  27-c    Revised Financial Data Schedule as of December 31, 1995.
  
  27-d    Revised Financial Data Schedule as of September 30, 1997.
  
  27-e    Revised Financial Data Schedule as of June 30, 1997.
  
  27-f    Revised Financial Data Schedule as of March 31, 1997.
  
  27-g    Revised Financial Data Schedule as of September 30, 1996.
  
  27-h    Revised Financial Data Schedule as of June 30, 1996.
  
  27-i    Revised Financial Data Schedule as of March 31, 1996.