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 June 30, 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 July 31, 1998, 983,704,294 common shares were 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                              11

 2.  Management's Discussion and Analysis of Results of
     Operations and Financial Condition                       13
        Results of Operations                                 14
            Volumes of Business                               14
            Operating Revenues                                16
            Operating Expenses                                18
            Other Income Statement Items                      19
        Financial Condition                                   20
        Regulatory Developments and Competition               21
            State Developments                                21
        Other Matters                                         22
        Safe Harbor Statement                                 24

                           Part II
 4.  Submission of Matters to a Vote of Security Holders      25
 6.  Exhibits and Reports on Form 8-K                         25

                     PART I - FINANCIAL INFORMATION
                         BELLSOUTH CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
                         (Unaudited)
           (In Millions, Except Per Share Amounts)
                              
                              
                              For the Three Months    For the Six Months 
                                 Ended June 30,         Ended June 30,
                                 1998       1997        1998     1997
Operating Revenues:
 Network and related services:
  Local service               $ 2,345     $ 2,068    $ 4,607   $ 4,172
  Interstate access               960         928      1,905     1,845
  Intrastate access               200         186        406       404
  Toll                            177         186        352       360
 Wireless communications        1,173         815      2,289     1,580
 Directory advertising and
  publishing                      419         400        781       761
 Other services                   390         340        750       646
    Total Operating Revenues    5,664       4,923     11,090     9,768

Operating Expenses:
 Cost of services and
  products                      1,743       1,536      3,410     2,958
 Depreciation and
  amortization                  1,074         977      2,117     1,937
 Selling, general and
  administrative                1,413       1,186      2,675     2,296
    Total Operating Expenses    4,230       3,699      8,202     7,191

Operating Income                1,434       1,224      2,888     2,577

Interest Expense                  203         187        393       370
Gain on Sale of Operations         --          --        155        --
Other Income, net                 118          33        146        26

Income Before Income Taxes      1,349       1,070      2,796     2,233
Provision for Income Taxes        531         416      1,086       886

Net Income                    $   818     $   654    $ 1,710   $ 1,347

Weighted-Average Common
 Shares Outstanding:
  Basic                           989        992        990       992
  Diluted                         995        994        996       994
Dividends Declared Per Common
 Share                        $   .36     $  .36     $  .72    $  .72
Earnings Per Share:
  Basic                       $   .83     $  .66     $ 1.73    $ 1.36
  Diluted                     $   .82     $  .66     $ 1.72    $ 1.36



   The accompanying notes are an integral part of these
             consolidated financial statements.


                    BELLSOUTH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
            (In Millions, Except Per Share Amounts)
                               
                                                  June 30,    December 31, 
                                                   1998           1997
                                                (Unaudited)
                    ASSETS
Current Assets:
  Cash and cash equivalents                     $   2,222       $  2,570
  Temporary cash investments                           94             17
  Accounts receivable, net of allowance for
   uncollectibles of $263 and $246                  4,167          4,750
  Material and supplies                               423            393
  Other current assets                                483            387
     Total Current Assets                           7,389          8,117

Investments and Advances                            2,762          2,675
Property, Plant and Equipment:
 Property, plant and equipment                     56,182         53,828
 Accumulated depreciation                          32,705         30,967
   Property, Plant and Equipment, net              23,477         22,861

Deferred Charges and Other Assets                     936            702
Intangible Assets, net                              2,957          1,946

Total Assets                                    $  37,521      $  36,301

     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Debt maturing within one year                  $   3,082       $  3,706
 Accounts payable                                   1,665          1,825
 Other current liabilities                          3,345          3,252
    Total Current Liabilities                       8,092          8,783

Long-Term Debt                                      8,535          7,348

Deferred Credits and Other Liabilities:
 Accumulated deferred income taxes                  2,048          2,023
 Unamortized investment tax credits                   190            213
 Other liabilities and deferred credits             2,813          2,769
    Total Deferred Credits and Other
      Liabilities                                   5,051          5,005

Shareholders' Equity:
 Common stock, $1 par value                         1,010          1,010
 Paid-in capital                                    7,783          7,714
 Retained earnings                                  8,383          7,382
 Accumulated other comprehensive income                 5             36
 Shares held in trust and treasury                   (968)          (575)
 Guarantee of ESOP debt                              (370)          (402)
   Total Shareholders' Equity                      15,843         15,165

Total Liabilities and Shareholders' Equity      $  37,521      $  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 Six Months
                                                         Ended June 30,
                                                         1998      1997
Cash Flows from Operating Activities:
 Net income                                          $  1,710   $  1,347
   Adjustments to net income:
    Depreciation and amortization                       2,117      1,937
    Gain on sale of operations                           (155)        -
    Net losses (earnings) and dividends from
     unconsolidated affiliates                             62        147
    Provision for uncollectibles                          153        125
    Deferred income taxes and unamortized
      investment tax credits                               (7)        14
   Net change in:
    Accounts receivable and other current assets          259       (126)
    Accounts payable and other current liabilities       (240)       200
    Deferred charges and other assets                    (216)      (151)
    Other liabilities and deferred credits                 58         (2)
   Other reconciling items, net                           (43)         3
       Net cash provided by operating activities        3,698      3,494

Cash Flows from Investing Activities:
   Capital expenditures                                (2,480)   (1,978)
   Purchases of licenses and other intangible
    assets                                               (466)     (192)
   Proceeds from sale of operations                       155        -
   Proceeds from disposition of short-term
    investments                                            21       145
   Purchases of short-term investments                    (98)     (152)
   Investments in and advances to unconsolidated
    affiliates                                           (474)     (341)
   Other investing activities, net                         66        61
       Net cash used for investing activities          (3,276)   (2,457)

Cash Flows from Financing Activities:
   Net repayments of short-term borrowings               (379)     (163)
   Proceeds from long-term debt                         1,453        30
   Repayments of long-term debt                          (737)      (19)
   Dividends paid                                        (714)     (713)
   Purchase of trust and treasury shares                 (452)      (69)
   Other financing activities, net                         59        27
       Net cash used for financing activities            (770)     (907)

  Net (Decrease) Increase in Cash and Cash
    Equivalents                                          (348)      130
  Cash and Cash Equivalents at Beginning of Period      2,570     1,178
   Cash and Cash Equivalents at End of Period        $  2,222  $  1,308
                                     
                                     
                                     
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 Six Months Ended June 30, 1998
               Number of Shares                          Amount
               ----------------   ------------------------------------------------------------
                         Shares                                        Shares
                          Held                              Accum.      Held
                           In                               Other       In       Guaran-
                          Trust                             Compre-     Trust     tee 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                                          1,710                                   1,710

Other compre-
 hensive
 income,
 net of tax:

  Foreign
   currency
   translation                                               (31)                             (31)
   adjustment

Total comprehen-
 sive income (b)                                                                            1,679

Dividends
declared                                           (712)                                     (712)

Share issuances
  for employee
  benefit plans            1                (23)                         56                    33

Acquisition-
  related
  transactions             1                 92                          33                   125


Purchase of
  treasury
  stock                   (8)                                          (452)                 (452)

Purchase of
  stock by
  grantor trust           (1)                                           (30)                  (30)

ESOP activities
 and related
 tax benefit                                            3                            32        35
                -----    ----     ------ ------    ------   ---       ------     ------  ---------

Balance at June
30, 1998        1,010    (25)     $1,010 $7,783    $8,383    $5       $(968)      $(370)   $15,843
               ======    ====     ====== ======    ======   ===       ======     ======  =========

</TABLE>
(a)  Such shares are not considered to be outstanding for financial
     reporting purposes.  As of June 30, 1998 there were approximately 17.7
     million shares held in trust and 6.9 million treasury shares held by
     the company.
(b)  Total comprehensive income for the three-month period ended June 30,
     1998 was $783.

   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 Six Months Ended June 30, 1997
                  Number of
                   Shares                          Amount
               -----------------  ---------------------------------------------------------------
                        Shares                                        Shares
                         Held                               Accum.     Held
                          In                                Other       In        Guaran-
                         Trust                              Compre-    Trust      tee 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, 
1996            1,009    (18)     $1,009 $7,672    $5,541    $25       $(532)     $(466)  $13,249


Net income                                          1,347                                   1,347

Other compre-
 hensive income,
 net of tax:

  Foreign
   currency
   translation                                                 8                                8
   adjustment

Total comprehen-
 sive income (b)                                                                            1,355

Dividends                                            (714)                                   (714)
declared

Share issuances
 for:

  Employee
   benefit                 1                (12)                          40                   28
   plans
  Grantor           1     (1)          1     60                          (61)                   -
   Trusts

Acquisition-
  related
  transactions             2                  8                           89                   97

Purchase of
  treasury
  stock                   (1)                                            (69)                 (69)

ESOP activities
 and related tax                                        4                            33        37
 benefit
                -----    ----     ------ ------    ------    ---       ------     -----   -------

Balance at June
30, 1997        1,010    (17)     $1,010 $7,728    $6,178    $33       $(533)     $(433)  $13,983
                =====    ====     ====== ======    ======    ===       ======     =====   =======

</TABLE>
(a)  Such shares are not considered to be outstanding for financial
     reporting purposes.  As of June 30, 1997 there were approximately 17
     million shares held in trust and 400 thousand treasury shares held by
     the company.
(b)  Total comprehensive income for the three-month period ended June
     30, 1997 was $652.

   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 and previous quarterly report on Form
10-Q.

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 other 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 for the three- and six-month
periods ended June 30, 1998 and approximately 2 million
for the three- and six-month periods ended June 30, 1997.
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 Six Months
                                        Ended June 30,
                                      1998         1997
Cash Paid For:
   Income taxes                      $ 881        $ 830
   Interest                          $ 383        $ 350


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.


Note E -- South Carolina Regulatory Settlement

In April 1997, BellSouth Telecommunications, the South
Carolina Public Service Commission and other parties
agreed on a settlement to claims of alleged overearnings
for the years 1992 through 1994.  Under the terms of the
settlement, BellSouth Telecommunications paid $72 to its
customers in 1997. Accordingly, in the second quarter of
1997, BellSouth reduced operating revenues by $72 ($47 or
$.05 per share after tax) in connection with the
settlement.


                   BELLSOUTH CORPORATION
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
                       (Unaudited)
          (In Millions, Except Per Share Amounts)
                             
                             
                             
Note F -- Issuance of Debt

In June 1998, BellSouth Telecommunications issued $500 of
6 3/8% Debentures, due June 1, 2028 and $500 of 6% Reset
Put Securities, due June 15, 2012.  The purpose of these
issues was to refinance $500 aggregate principal amount of
BellSouth Telecommunications' 5 1/4% Notes, which matured
on June 8, 1998, and to provide for general corporate
purposes, including the refinancing of commercial paper.

In conjunction with the issuance of the 6% Reset Put
Securities, BellSouth Telecommunications entered into an
interest rate swap agreement.  Under the agreement,
BellSouth Telecommunications will pay a variable rate which 
is based on LIBOR and will receive a fixed rate of 6% in 
return.  The LIBOR-based rate in effect at June 30, 1998 was
5.782%. The agreement calls for periodic interim settlements 
and expires June 15, 2002.

                         BELLSOUTH CORPORATION
                        SELECTED OPERATING DATA
                             (Unaudited)
                                  
                                                    Percent Change
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996
Network Access Lines in Service 
  at June 30 (Thousands)(a):

By Type:
  Residence                                16,182    4.3%     3.8%
  Business                                  7,204    3.9      6.4
  Other                                       274    1.5      3.1
       Total Access Lines                  23,660    4.2      4.6

By State:
  Florida                                   6,363    4.9      5.5
  Georgia                                   4,086    5.1      5.0
  Tennessee                                 2,658    2.0      4.2
  North Carolina                            2,394    4.8      6.0
  Louisiana                                 2,317    4.1      3.5
  Alabama                                   1,948    2.9      3.4
  South Carolina                            1,432    4.1      3.8
  Mississippi                               1,266    3.8      3.1
  Kentucky                                  1,196    3.2      3.2
      Total Access Lines                   23,660    4.2      4.6

                                                  Percent Change for
                                                   the Periods Ended
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996
                                            
Access Minutes of Use (Millions)(a)(b):

  Interstate:
    Three months ended March 31            18,998    7.2%     6.4%
    Three months ended June 30             19,804    6.8     10.1
    Six months ended June 30               38,802    7.0      8.3

  Intrastate:
    Three months ended March 31             6,084    9.6      8.4
    Three months ended June 30              6,436    9.6     12.2
    Six months ended June 30               12,520    9.6     10.3

  Total Access Minutes of Use:
    Three months ended March 31            25,082    7.8      6.9
    Three months ended June 30             26,240    7.4     10.6
    Six months ended June 30               51,322    7.6      8.8


Toll Messages (Millions)(a):
    Three months ended March 31               201  (12.4)   (18.1)
    Three months ended June 30                201  (13.3)   (10.5)
    Six months ended June 30                  402  (12.8)   (14.5)

                        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.


Cellular and Personal Communications Service (PCS)
customers served at June 30(Equity basis)(Thousands)(c):

                                                  
                                                    Percent Change
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996
Domestic Cellular                           4,400   12.8%     20.7%
International Cellular (d)                  2,390   34.0%     82.8%
PCS                                           129   98.5%       --

(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 68.9% for 1998 compared to 1997 and 105.1%
    for 1997 compared to 1996.


                                         For the Six
                                         Months Ended
                                           June 30,
                                             1998
Ratio of Earnings to Fixed Charges (e)       7.20

(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 and previous
                   quarterly report 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 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 69% of BellSouth's Total Operating
Revenues for the six-month periods ended June 30,
1998 and 1997, respectively, were from wireline services 
provided by BellSouth Telecommunications.  Charges for 
local, access and toll services for the six-month period 
ended June 30, 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 six months ended June 30, 1998.
The remainder of such revenues was derived principally
from sales and maintenance of customer premises equipment
(CPE) and other nonregulated services provided by
BellSouth Telecommunications.


                   RESULTS OF OPERATIONS


                                 For the Three        For the Six 
                                 Months Ended         Months Ended
                                    June 30,            June 30,
                                1998      1997      1998      1997 
    Net Income                $   818   $   654   $ 1,710   $ 1,347
   
   Earnings Per Share:

    Basic                     $   .83   $   .66   $  1.73   $  1.36
    Diluted                   $   .82   $   .66   $  1.72   $  1.36

For the three- and six-month periods ended June 30, 1998, Net Income
increased by $164 (25.1%) and $363 (26.9%), respectively, when compared
to the same 1997 periods. Basic Earnings Per Share increased $.17
(25.8%) and $.37 (27.2%), respectively, and Diluted Earnings Per Share
increased $.16 (24.2%) and $.36 (26.5%), respectively, when compared to
the same 1997 periods.

The increases for the three- and six-month periods were primarily
attributable to continued strong growth in key business volumes in
BellSouth's wireline and wireless businesses. In addition, the
increase for the six-month period was also due to an after-tax gain of
$96 ($.10 per share) resulting from additional proceeds received in
connection with the sale of ITT World Directories (see Note D to the
Consolidated Financial Statements).  Net Income during 1997 was reduced
by an after-tax charge of $47 ($.05 per share) related to a regulatory
settlement in South Carolina (see Note E to the Consolidated Financial
Statements).

Volumes of Business

The total number of access lines in service as of June 30, 1998
increased by approximately 943,000 (4.2%) since June 30, 1997 to
23,660,000, compared to a 4.6% rate of increase for the same 1997
period. The growth in access lines continues to reflect economic growth
in the Southeast and successful marketing programs.  Business and
residence access lines increased by 3.9% and 4.3%, respectively,
compared to growth rates of 6.4% and 3.8% 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.
In addition to strong economic growth in the region, the growth rate for
residential access lines reflects demand related to 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 286,000 (16.0%) to 2,070,000 and accounted 
for approximately 42.6% and 30.3% of the overall increase in residence 
access lines and total access lines, respectively, since June 30, 
1997.

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 1,815 million (7.4%) and 3,624 million (7.6%) for the three-
and six-month periods ended June 30, 1998 compared to increases of 10.6%
and 8.8% for the same 1997 periods.  The increases in total access
minutes of use were 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).
However, 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 such as high-capacity 
data and digital transmission services.

Toll messages are comprised of Message Telecommunications Service and
Wide Area Telecommunications Service.  For the three- and six-month
periods ended June 30, 1998, toll messages decreased by 31 million
(13.3%) and 59 million (12.8%) compared to decreases of 10.5% and
14.5% for the same 1997 periods.  The decreases in 1998 are
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
499,000 (12.8%) since June 30, 1997 to 4,400,000.  The
decline in the customer growth rate primarily 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 9.6% at June 30, 1997 to 10.8% at June 30,
1998. Average revenue per proportionate cellular customer
decreased from $52 to $46 for each of the three- and six-
month periods ended June 30, 1998.  Such decreases were
primarily attributable to the continuing trends of
increased penetration into lower-usage market segments and
expanded offering of lower-priced usage plans for high-
usage customers.  BellSouth expects these trends to
continue.

International cellular customers (equity-weighted)
increased by 606,000 (34.0%) since June 30, 1997 to
2,390,000.  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 975,000 (68.9%) in 1998
compared to 1997 and 725,000 (105.1%) in 1997 compared to
1996.

Growth in equity-weighted customers and total minutes of
use for international cellular properties remained strong,
primarily due to demand stimulated by successful marketing
programs such as prepaid cellular service, 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 98.5%
since June 30, 1997 to 129,000 at June 30, 1998.  PCS
service was initiated in selected markets in BellSouth's
territory beginning in mid-1996.

Operating Revenues

Total Operating Revenues increased $741 (15.1%) and $1,322
(13.5%) for the three- and six-month periods ended June
30, 1998 when compared to the same 1997 periods.  Such
increases include revenues from certain of BellSouth's
operations which had been accounted for under the equity
method in 1997 and were consolidated in 1998. If these
operations had been consolidated in 1997, and excluding
the effect of the South Carolina regulatory settlement in
1997, Total Operating Revenues for the three and six
months ended June 30, 1998 would have increased
approximately 10.1% and 9.7%, respectively.  The
components of Total Operating Revenues were as follows:



                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                   June 30,            June 30,
                                1998      1997      1998      1997
                                                                     
Local Service                    $2,345   $ 2,068    $4,607   $ 4,172
Interstate Access                   960       928     1,905     1,845
Intrastate Access                   200       186       406       404
Toll                                177       186       352       360
Wireless Communications           1,173       815     2,289     1,580
Directory Advertising and                                            
 Publishing                         419       400       781       761
Other Services                      390       340       750       646
                                                                     
Total Operating Revenues        $ 5,664   $ 4,923   $11,090   $ 9,768

Local Service revenues increased $277 (13.4%) and $435
(10.4%) for the three- and six-month periods ended June
30, 1998, as compared to the same 1997 periods.  The
increases for the three- and six-month periods were due
primarily to a 4.2% growth in access lines in service
since June 30, 1997, an increase of $59 and $116,
respectively, due to higher customer demand for optional
services, such as custom calling features, and an increase
in revenues from the provision of data and digital
services. Also contributing to the overall increase in
revenues for the three- and six-month periods were net
rate impacts of $87 and $74, respectively.  Such rate
impacts were due primarily to a non-recurring revenue
reduction of $64, related to the local service portion of
the regulatory settlement in South Carolina, which was
recorded during second quarter 1997.

Interstate Access revenues increased $32 (3.4%) and $60
(3.3%) for the three- and six-month periods ended June 30,
1998 as compared to the same 1997 periods.  The increases
were primarily due to increases of $42 and $82 in special
access revenues and increases in end-user charges
attributable to increases in access lines.  Special access
charges are comprised primarily of revenues from the
provision of data and digital services.  These increases
were partially offset by rate reductions which decreased
revenues by $25 and $53 for the three- and six-month
periods, respectively.

Intrastate Access revenues increased $14 (7.5%) and $2
(0.5%) for the three- and six-month periods ended June 30,
1998 compared to the same 1997 periods. The increases were
primarily due to growth in minutes of use of 9.6% for both
the three- and six-month periods.  The increases were
partially offset by rate reductions of $2 and $39,
respectively.

Toll revenues decreased $9 (4.8%) and $8 (2.2%) for the
three- and six-month periods ended June 30, 1998 when
compared to the same 1997 periods.  The decreases were
primarily attributable to a decline in toll messages of
13.3% and 12.8%, respectively.  Such decreases were
partially offset by charges to interexchange carriers,
beginning in the second quarter of 1997, for toll messages
originating on BellSouth's public telephones as well as
increased revenues from the provision of digital
transmission services.

Wireless Communications revenues increased $358 (43.9%)
and $709 (44.9%) for the three- and six-month periods
ended June 30, 1998 when compared to the same 1997
periods. Such increases include revenues from certain of
BellSouth's operations which had been accounted for under
the equity method in the 1997 periods and were
consolidated in the 1998 periods.  If these operations had
been consolidated in 1997, Wireless Communications
revenues for the three and six months would have increased
approximately 22.1% and 24.0%, respectively.  These
increases were 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
$19 (4.8%) and $20 (2.6%) for the three- and six-month
periods ended June 30, 1998 when compared to the same 1997
periods.  The increases primarily reflect volume growth
and price increases partially offset by the effect of book
shifts and, in the six-month period, one-time adjustments
in 1997. The revenue growth rates associated with
increases in volume and pricing for the three- and six-
month periods ended June 30, 1998 were 9.5% and 7.8%,
respectively.

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 $50 (14.7%) and $104 (16.1%) for the
three- and six-month periods ended June 30, 1998 when
compared with the same 1997 periods. The increases
primarily reflect increased demand and prices for
nonregulated services.


Operating Expenses

Total Operating Expenses increased $531 (14.4%) and $1,011
(14.1%) for the three- and six-month periods ended June
30, 1998 compared to the same 1997 periods. Such increases
include expenses from certain of BellSouth's operations
which had been accounted for under the equity method in
1997 and were consolidated in 1998.  If these operations
had been consolidated in 1997, Total Operating Expenses
would have increased approximately 9.8% and 9.9%,
respectively. The components of Total Operating Expenses
were as follows:

                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                   June 30,            June 30,
                                1998      1997      1998      1997
                                                                     
Depreciation and Amortization $ 1,074   $   977   $ 2,117   $ 1,937
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                     1,743     1,536     3,410     2,958
  Selling, General and                                      
   Administrative               1,413     1,186     2,675     2,296
                                3,156     2,722     6,085     5,254
    Total Operating Expenses  $ 4,230   $ 3,699   $ 8,202   $ 7,191

Depreciation and Amortization increased $97 (9.9%) and
$180 (9.3%) for the three- and six-month periods ended
June 30, 1998 compared to the same periods in 1997.  The
increases were due primarily to the first-time
consolidation of certain operations in 1998 which were
treated as equity investments in 1997.  Depreciation and
amortization for such operations were $57 and $107 for the
three- and six-month periods, respectively.  The overall
increases were also due to higher levels of property,
plant and equipment since June 30, 1997 resulting from
continued growth in the customer base and continued
modernization of the networks utilized in the wireless
businesses.

Other Operating Expenses increased $434 (15.9%) and $831
(15.8%) for the three- and six-month periods ended June
30, 1998 when compared to the same 1997 periods. Such
increases include $172 and $341 in expenses from certain
of BellSouth's operations which had been accounted for
under the equity method in 1997 and were consolidated in
1998. The increases for the periods were also attributable
to increased expenses in international wireless operations
of $45 and $111 related to sustained growth in the
international cellular customer bases.  Such increases
reflect additional marketing and operational costs
associated with higher levels of sales and expanded
operations.

At BellSouth Telecommunications, Other Operating Expenses
increased $175 (9.0%) and $311 (8.2%) for the three- and
six-month periods ended June 30, 1998 when compared to the
same 1997 periods.  The increases were primarily
attributable to increased labor costs, other increased
costs in the BellSouth Telecommunications' telephone
operations associated with higher business volumes,
payments to the Universal Service Fund and costs related
to compliance with the Telecommunications Act of 1996.

Other Income Statement Items

The other income statement components were as follows:

                                 For the Three        For the Six
                                 Months Ended        Months Ended
                                    June 30,            June 30,
                                1998      1997      1998       1997
Interest Expense                $203      $187       $393      $370
Gain on Sale of Operations         -         -        155         -
Other Income, net                118        33        146        26
Provision for Income Taxes       531       416      1,086       886
                                                             

Interest Expense increased $16 (8.6%) and $23 (6.2%) for
the three- and six-month periods ended June 30, 1998
compared to the same 1997 periods.  The increases were
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.  The increase in average short-term debt
balances and related interest expense primarily reflects
the consolidation of several international operations
which had been accounted for under the equity method prior
to 1998.

Gain on Sale of Operations for the six-month period ended
June 30, 1998 represents additional proceeds received from
the sale of ITT World Directories (see Note D to the
Consolidated Financial Statements).

Other Income, net improved $85 and $120 for the three- and
six-month periods ended June 30, 1998 compared to the same
1997 periods. The increases were primarily attributable to
improved equity in earnings of unconsolidated affiliates
and an increase in interest income, partially offset in
the six-month period by higher net minority interest
deductions.

Equity in earnings of unconsolidated affiliates was $36
and $48 for the three- and six-month periods ended June
30, 1998 compared to equity in losses of ($26) and ($69)
for the same 1997 periods.  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
development expenses associated with the start-up
operations in Brazil in 1998.

Provision for Income Taxes for the three- and six-month
periods ended June 30, 1998 increased $115 (27.6%) and
$200 (22.6%) when compared to the same 1997 periods. For
the three- and six-month periods ended June 30, 1998,
BellSouth's effective tax rates were 39.4% and 38.8%
compared to 38.9% and 39.7% for the same 1997 periods.



                    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 Six Months
                                              Ended June 30,
                                             1998         1997
Net Cash Provided by Operating Activities   $3,698       $3,494

Operating Activities.  Net cash provided by operating
activities increased $204 (5.8%) in the six-month period
ended June 30, 1998 when compared to the same 1997 period.
The change is primarily due to a $491 increase in
operating income before depreciation and amortization and
increased net receipts of accounts receivable.  The
increase was partially offset by increased cash
expenditures for accounts payable and other current
liabilities.


                                            For the Six Months
                                              Ended June 30,
                                             1998         1997
Net Cash Used for Investing Activities     $(3,276)     $(2,457)

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 $819
(33.3%) in the six-month period ended June 30, 1998 when
compared to the same 1997 period.  The increase was
primarily due to capital expenditures for and investments
in BellSouth's consolidated and unconsolidated Latin
American affiliates, including the purchase of an
additional ownership interest in BellSouth's wireless
operations in Venezuela in June 1998.

Internal sources provided substantially all cash required
for capital expenditures and international investments in
the six-month period ended June 30, 1998.  For the
remainder of 1998, BellSouth expects to continue to
finance capital expenditures and international investments
primarily through internally generated funds and, to a
lesser extent, from external sources.

                                            For the Six Months
                                              Ended June 30,
                                             1998         1997
Net Cash Used for Financing Activities      $(770)       $(907)

Financing Activities.  Net cash used for financing
activities decreased $137 (15.1%) in the six-month period
ended June 30, 1998 compared to the same 1997 period. The
decrease is primarily due to higher net borrowings of debt
of $489, substantially offset by an increase in purchases
of treasury shares of $383.

In June 1998, BellSouth Telecommunications issued $500 of
6 3/8% Debentures, due June 1, 2028 and $500 of 6% Reset
Put Securities, due June 15, 2012.  The purpose of these
issues was to refinance $500 aggregate principal amount of 
BellSouth Telecommunications' 5 1/4% Notes, which matured 
on June 8, 1998, and to provide for general corporate 
purposes, including the refinancing of commercial paper.

BellSouth's debt to total capitalization ratio remained
flat at 42.2% at June 30, 1998 compared to 42.1% at
December 31, 1997.

As of July 31, 1998, shelf registration statements were on
file with the Securities and Exchange Commission under
which $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.  Treasury share purchases under this plan totaled
$452 for the six months ended June 30, 1998.


          REGULATORY DEVELOPMENTS AND COMPETITION


State Developments

Reciprocal Compensation for Internet Traffic. Numerous
Competitive Local Exchange Carriers (CLECs) claim
entitlement from Incumbent Local Exchange Carriers
(ILECs), including BellSouth Telecommunications, for
reciprocal compensation to the CLECs for calls originating
on the ILEC's networks and connecting with internet
service providers served by the CLEC's networks.  The
CLECs have asserted that such reciprocal compensation is
provided for in interconnection agreements between the
CLECs and the ILECs.   The ILECs have denied any liability
for this form of compensation. The courts and state
commissions that have considered the matter have ruled
against the ILECs with respect to calls to internet
service providers.  The FCC is considering the underlying
jurisdictional issue and is expected to issue a decision.
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.


Tennessee. In 1995, BellSouth Telecommunications elected
price regulation under an incentive regulation plan
whereby prices for basic services and Call Waiting
services are to be capped for four years, after which
prices may be changed in accordance with an inflation-
based formula.

As a condition to implementing price regulation, the
Tennessee Public Service Commission ordered BellSouth
Telecommunications to reduce prices by approximately $56
on an annual basis. BellSouth Telecommunications appealed
to the Tennessee Court of Appeals. In October 1997, the
court vacated the order requiring the rate reduction and
remanded the case to the Tennessee Regulatory Authority
(TRA) (the successor to the Tennessee Public Service
Commission) with instructions to approve the price
regulation plan. In January 1998, the TRA and the Consumer
Advocate filed an application for permission to appeal to
the Tennessee Supreme Court.  In June 1998, the Tennessee
Supreme Court denied the application for appeal.
BellSouth Telecommunications' application for price
regulation is currently pending before the TRA.

In early 1998, a bill was introduced in the Tennessee
legislature that would impose significant new restrictions
on companies electing price regulation. The bill included
proposals to require companies to make substantial refunds
to customers prior to operating under price regulation and
to have initial rates for price regulation purposes
established by means of a traditional rate of return
earnings investigation. Efforts to adopt such a bill
failed in committee.


                       OTHER MATTERS


Accounting for Derivative Instruments and Hedging
Activities.  In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities".  The standard
requires that all derivative instruments (1) be recognized
as assets or liabilities and (2) be adjusted to fair value
each period.  SFAS No. 133 requires adoption by BellSouth
no later than January 1, 2000.  BellSouth is currently
assessing the impact that adoption of SFAS No. 133 will
have on its results of operations and financial condition
and is undecided as to the date the standard will be
adopted.


Year 2000 Compliance. BellSouth has initiated a company-
wide program to identify and address issues associated
with the ability of its date-sensitive information,
telephony and business systems as well as certain
equipment to properly recognize the Year 2000 in order to
avoid interruption of the operation of these systems as a
result of the century change on January 1, 2000. The
program is also designed to assess the impact on BellSouth
of the readiness of other entities with which BellSouth
does business.

Inability to reach substantial Year 2000 compliance in
BellSouth's systems and integral third party systems could
result in interruption of telecommunications services,
interruption or failure of BellSouth's customer billing,
operating and other information systems and failure of
certain date-sensitive equipment.  Such failures could
result in substantial claims by customers and/or loss of
revenue due to service interruption, delays in
BellSouth's ability to bill its customers accurately and
timely, and increased expenses associated with litigation,
stabilization of operations following such failures or
execution of contingency plans.

The Year 2000 program is being conducted by a management
team that is coordinating the efforts of internal
resources as well as third party network providers and
vendors in identifying and making necessary changes to
BellSouth's systems hardware, software and date-sensitive
equipment. The program also includes the international and
domestic companies in which BellSouth holds an interest.
Some of the changes necessary in BellSouth's operations
are being made as a part of ongoing systems upgrades.

BellSouth plans to have all Year 2000 compliance
conversion and initial testing for its most critical
systems used in its domestic operations completed by the
end of 1998 and to complete intersystem testing and
deployment by mid-1999. The status of Year 2000 compliance
efforts for international entities is less advanced than
that for domestic operations.  However, Year 2000
conversion, testing and deployment for these systems is
expected to be completed by late 1999.

Over the years, BellSouth has developed numerous
contingency plans for conducting its business operations
in the event of crises including system outages or natural
disasters. As a part of its Year 2000 compliance efforts,
it is reviewing its contingency plans to ensure they
adequately address Year 2000 issues that might arise.
BellSouth's operational systems, such as billing,
accounting, etc., are also being addressed in the
endeavor.  BellSouth is a member, together with other
large telecommunications companies, in an industry group
which is addressing the Year 2000 issue and related
contingency plans.

Some of the costs associated with BellSouth's Year 2000
compliance efforts were incurred in 1997, and the
remainder has been or will be incurred during 1998 and
1999.  BellSouth estimates the costs of these efforts will 
be between $100 to $200 over the life of the project.
BellSouth intends to continually reassess the estimated
costs and status of Year 2000 remediation efforts.

BellSouth currently anticipates that the mission critical
systems that it controls in its domestic and international
operations will be Year 2000 compliant by January 1, 2000.
However, no assurance can be given that unforeseen
circumstances will not arise during the performance of the
testing and deployment phases which would adversely affect
the Year 2000 compliance of BellSouth's systems.
Furthermore, the Year 2000 compliance status of integral
third party networks is not yet fully known.  As a result,
BellSouth is unable to determine the impact that any
system interruption would have on BellSouth's results of
operations, financial position and cash flows.

CWA Working Agreement.  On August 8, 1998, BellSouth
reached a tentative agreement with the Communications
Workers of America (CWA) on new three-year contracts
covering approximately 48,000 employees.  The contracts,
which are subject to ratification by CWA members, include
basic wage increases totaling 12.39% over the three years
covered by the contracts.  In addition, the agreement
provides for a standard award of between 2% and 2.5% of base
salary and overtime compensation which is subject to adjustment 
based on company performance measures for plan years 1999 and
2000.  Other terms of the agreement include pension band
increases and pension plan cash balance improvements for
active employees.


                   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
identification and completion of Year 2000 software and
hardware revisions by BellSouth and entities with which it
does business. 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 4. Submission of Matters to a Vote of Security
Holders

     BellSouth has published the information called for by
this item in its "Second Quarter 1998 Report to
Shareholders" which was distributed to shareholders on or
about May 1, 1998.  Shareholders can request a copy of
this report by calling BellSouth Shareholder Services on 1-
800-631-6001.




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

  Exhibit
  Number
  
  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.
  
  10m     BellSouth Corporation Executive Life
          Insurance Plan as amended and restated as the
          BellSouth Split-Dollar Life Insurance Plan
          effective January 1, 1998.
  
  10cc    BellSouth Supplemental Life Insurance Plan
          effective January 1, 1998.
  
  11      Computation of Earnings Per Common Share.
  
  12      Computation of Ratio of Earnings to Fixed
          Charges.
  
  27      Financial Data Schedule as of June 30, 1998.
  


(b) Reports on Form 8-K:

 Date of Event      Subject
      
 July 21, 1998      Second quarter 1998 Earnings Release
                     and 1998 Financial Projection
                    

                    
                         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)


August 12, 1998
                       EXHIBIT INDEX

  Exhibit
  Number
  
  10m    BellSouth Corporation Executive Life
         Insurance Plan as amended and restated as the
         BellSouth Split-Dollar Life Insurance Plan
         effective January 1, 1998.
  
  10cc   BellSouth Supplemental Life Insurance Plan
         effective January 1, 1998.
  
  11     Computation of Earnings Per Common Share.
  
  12     Computation of Ratio of Earnings to Fixed
         Charges.
  
  27     Financial Data Schedule as of June 30, 1998.