TO:       H. C. (Buddy) Henry, Jr.
          Executive Vice President - Corporate Relations
                              
FROM:     Susan K. Cooper
          Senior Human Resources Executive

SUBJECT:  Approval of BellSouth Corporation Non-Employee
          Director Stock Plan Amendments

The attached restatement of the BellSouth Corporation Non
Employee Director Stock Plan reflects changes made by the
BellSouth Board of Directors in resolutions adopted on
November 25, 1996 regarding the grant of stock payments
beginning May 1, 1997 and regarding option transferability.

Article VIII, amended effective May 1, 1997, eliminates a
non employee director's ability to elect to have all or 50%
of director fees paid in the form of BellSouth shares.
Instead, 50% of each non-employee director's retainer
automatically will be paid in the form of BellSouth shares.
Each nonemployee director also will receive outside of the
Plan a special grant of 200 BellSouth shares on each May 1
pursuant to the November 25, 1997
resolution.
Article IX,  amended effective November 25, 1996, allows non
employee directors to transfer  future and outstanding
nonqualified stock options and tandem SARs to or on behalf
of specified family members subject to limitations
established by the Board.
Finally, Plan annual grant numbers and aggregate limits have
been updated to reflect the November 8, 1995 two-for-one
stock split pursuant to Article X of the Plan and applicable
September 25, 1995 BellSouth Board of Directors resolutions.
Pursuant to the specific authority granted to the officers
of BellSouth Corporation in the applicable BellSouth Board
of Directors resolutions to reflect the changes made in
those resolutions and described above, your approval of the
restatement of the BellSouth Corporation NonEmployee
Director Stock Plan is requested.



Recommended:  /s/ Susan K. Cooper                    4/25/97
               Senior Human Resources Executive        Date
               
               
Concurred:   /s/ W. H. Alford                        4/29/97
               Executive Vice President                Date
                  and General Counsel

Approved:  /s/ H.C. Henry, Jr.                       4/28/97
               Executive Vice President -              Date
                 Corporate Relations

             

             

             

             

             

             


                    BELLSOUTH CORPORATION
              NONEMPLOYEE DIRECTOR STOCK PLAN
                  EFFECTIVE APRIL 24, 1995
                         AS AMENDED


                     ARTICLE I.  PURPOSE

     The purpose of this Plan is to promote the interest
of BellSouth by granting Options and Stock Appreciation
Rights to Non-Employee Directors, and providing Non-
Employee Directors an election to receive compensation in
the form of Stock Payments, in order

    (1)  to attract and retain Non-Employee Directors,
                             
     (2)  to provide Non-Employee Directors with long term
financial incentives to increase the value of BellSouth,
and

     (3)  to provide each Non-Employee Director with a
stake in the future of BellSouth which corresponds to the
stake of each of BellSouth's shareowners.

Only Non-Employee Directors shall be eligible for Awards
under this Plan.


                 ARTICLE II.  DEFINITIONS
                             
2.1  Definitions.

     Each term set forth in this Article II shall have the
respective meaning set forth opposite such term for
purposes of this Plan, and when the defined meaning is
intended the term is capitalized.

     "Additional Option" means an Option granted to a Non
Employee Director pursuant to Section 6.2 based upon his
or her level of Stock ownership.

     "Agreement" means the written agreement which sets
forth the Option Price, grant date, expiration date, and
number of Shares with respect to an Option and an SAR
granted in tandem with such Option to a Non-Employee
Director under this Plan and which contains such other
terms and conditions not inconsistent with this Plan as
the Committee determines are appropriate.

     "Award" means an Option, SAR or Stock Payment.
     "BellSouth" means BellSouth Corporation, a Georgia
corporation.

     "Basic Option" means an Option granted to a Non-
Employee Director pursuant to Section 6.1.

     "Beneficiary" means the person entitled to receive
any payments or exercise any rights following the death of
a Non Employee Director as determined pursuant to Section
9.2.

    "Board" means the Board of Directors of BellSouth.
                             
     "Change in Control" means the occurrence of either of
the following:  (i) any "person" (as such term is used in
Section 13(c) and 14(d) of the Exchange Act), other than a
trustee or other fiduciary holding securities under an employee
benefit plan of BellSouth or a corporation owned directly
or indirectly by the shareholders of BellSouth in
substantially the same proportions as their ownership of
stock of BellSouth, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of BellSouth
representing 20% or more of the total voting power
represented by BellSouth's then outstanding voting
securities; or (ii) during any period of two consecutive
years, individuals who at the beginning of such period
constitute the Board and any new director whose election
by the Board or nomination for election by BellSouth's
shareholders was approved by a vote of at least two-thirds
of the directors who either were directors at the
beginning of the two-year period or whose election or
nomination for election was previously so approved, cease
for any reason to constitute a majority thereof.

    "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
     "Committee" means the Nominating and Compensation
Committee of the Board, or any successor committee which
administers this Plan as provided in Article V.
     "Compensation" means all cash compensation payable to
a NonEmployee Director for service to BellSouth as a
director, other than reimbursement for expenses, including
retainer fees for service on, and fees for attendance at
meetings of, the Board and any committees thereof.
    "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time.
   "Fair Market Value" for any day means the average of
the high and low daily sale prices of a Share on the New
York Stock Exchange for that day or, if there are no sales
on such day, for the most recent prior day on which a
Share was sold on the New York Stock Exchange.
     "Non-Employee Director" means a member of the Board
who is not an officer or employee of BellSouth or its
affiliates.
     "Option" means an option granted under this Plan to
purchase Stock, which shall constitute a nonqualified or
nonstatutory stock option and not an incentive stock
option satisfying the requirements of Code section 422.
     "Option Price" means the price determined in
accordance with Section 6.3 which shall be paid to
purchase one Share upon the exercise of an Option granted
under this Plan.
    "Plan" means this BellSouth Corporation Non-Employee
Director Stock Plan as effective April 24, 1995 and as
thereafter amended from time to time.

 "Prior Plan" means the BellSouth Corporation Non-Employee
Director Stock Option Plan.

     "Rule 16b-3" means Rule 16b-3 of the Securities and
Exchange Commission under the Exchange Act, as from time
to time in effect (including its successor).

 "SAR" or "Stock Appreciation Right" means the contractual
right granted to a Non-Employee Director to receive a
payment upon the exercise of such right which reflects the
appreciation in the Fair Market Value of the number of Shares for which
such right was granted.
      "SAR Exercise Date" means the date on which the
exercise of an SAR occurs under the related Agreement.
   "SAR Exercise Price" means the Fair Market Value of a
Share on the SAR Exercise Date.
 "SAR Grant Price" means the Option Price for the related
Option.

     "Share" means a share of Stock.
     "Stock" means the $1.00 par value common stock of
BellSouth.

     "Stock Payment" means payment to a Non-Employee
Director in the form of Shares pursuant to Article VIII.
2.2  Gender and Number.

   All pronouns are masculine, solely for ease of reading,
and should be read as feminine where applicable.  Unless
the context clearly requires otherwise, the singular shall
include the plural and the plural shall include the
singular.



           ARTICLE III.  SHARES SUBJECT TO PLAN
                             
 The aggregate number of Shares with respect to which the
grant of Options, including Options in tandem with SARs,
(collectively referred to as "Grants" in this Article III)
may be made shall be 600,000.  Any Shares subject to a
Grant after the exchange, cancellation, forfeiture or
expiration of such Grant thereafter shall again become
available for use under this Article III as if such Shares
had never been subject to a Grant. The aggregate number of
Shares with respect to which Stock Payments may be made
shall be 350,000. The limitations of this Article III
shall be subject to adjustment pursuant to Article X.
BellSouth shall reserve from time to time Shares for use
under this Plan, and such Shares shall be reserved to the
extent BellSouth deems appropriate from authorized but
unissued Shares and from Shares which have been reacquired
by BellSouth.


         ARTICLE IV.  EFFECTIVE DATE AND DURATION
                             
4.1  Effective Date.

 The effective date of this Plan shall be April 24, 1995.
This Plan will become effective only if approved by the
shareholders of BellSouth on such date.

4.2  Prior Plan.

     This Plan is a successor to the Prior Plan.  No
further grants of stock options or stock appreciation
rights shall be made under the Prior Plan beginning on
April 24, 1995, subject to this Plan becoming effective.
Options and stock appreciation rights outstanding under
the Prior Plan shall continue to be governed by the terms
of the Prior Plan; provided, that, effective on and after
November 25, 1996, terms of this Plan shall constitute an
amendment to the terms of a Prior Plan, and to the terms
of outstanding
grants under a Prior Plan where applicable, when expressly
so provided in
this Plan.



4.3  Duration.
   This Plan shall terminate on December 31, 2004, unless

earlier terminated by the Board pursuant to Article XI.

No Option or SAR shall be granted, and no Stock Payment

shall be made, after the date this Plan terminates.  The

applicable terms of this Plan, and any terms and

conditions as applicable to Options or SARs granted prior

to such date, shall survive the termination of the Plan

and continue to apply to such Option and SARs.

                ARTICLE V.  ADMINISTRATION

5.1  Committee.

   The Plan shall be administered by the Committee.  The
Committee shall consist of two or more disinterested
directors of BellSouth, who shall be appointed by the
Board. A member of the Board shall be deemed to be
"disinterested" only if he or she satisfies such
requirements as the Securities and Exchange Commission may
establish for disinterested administrators acting under
plans intended to qualify for exemption under Rule 16b-3.
A Non-Employee Director shall not fail to be
"disinterested" solely because he or she receives an
Option or SAR grant or Stock Payments. 5.2
Committee Responsibilities.
    The Committee shall (a) make all grants of Options,
SARs and Stock Payments as provided in this Plan, (b)
determine the terms and conditions of grant Agreements,
and all election and other forms, which terms and
conditions shall not be inconsistent with this Plan, (c)
interpret the Plan and (d) make all other decisions
relating to the operation of the Plan. The Committee may
adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Committee's determinations under
the Plan shall be final and binding on all persons.
5.3  Determinations.
All actions taken and all interpretations and
determinations made by the Committee in good faith shall
be final and binding upon the Non-Employee Directors,
BellSouth and all other interested persons.  No member of
the Committee shall be personally liable for any action,
determination, or interpretation made in good faith with
respect to the Plan or Awards.  All members of the
Committee shall be fully protected by BellSouth, to the
fullest extent permitted by applicable law, in respect of
any such action, determination or interpretation.
                   ARTICLE VI.  OPTIONS
6.1  Grant of Basic Options.
    On the date of each BellSouth annual shareholders'
meeting, beginning with and including the 1995 annual
shareholders' meeting, each individual who is at that time
serving as a NonEmployee Director, whether or not such
individual is first elected as a Board member at that
meeting or whether or not such individual is standing for
reelection as a Board member at that meeting, shall
automatically be granted an Option to purchase 2,000
Shares. Each grant of such an Option, referred to in this
Plan as a Basic Option, will include the grant of a tandem
SAR as provided in Article VII and will be evidenced by an
Agreement which shall reflect the terms and conditions of
Options and tandem SARs as provided in this Plan and such
additional terms and conditions, not inconsistent with
this Plan, as are determined by the Committee.
6.2  Grant of Additional Options.
          (a)  Each Non-Employee Director who receives a
          grant of a Basic Option under Section 6.1 on the
          date of an annual shareholders' meeting shall be
          granted an Additional Option on such date if (i)
          the number of Shares owned by such Non-Employee
          Director (as determined under paragraph (b)
          below) as of the immediately preceding December
          31 exceeds (ii) the sum of (A) the number of
          Shares determined by dividing five times the
          amount of the annual retainer for Board members
          in effect on such December 31 by the
          representative Share price on such December 31
          (as determined under paragraph (c) below) and
          (B) the number of Shares subject to Additional
          Options previously granted to such Non Employee
          Director under this Section 6.2 (whether or not
          any such previously granted Additional Option
          has been exercised or has expired and adjusted
          as appropriate to reflect the November 8, 1995
          two-for-one Share split).  Such Additional
          Option shall be for the number of Shares equal
          to one-half (rounded to the next highest whole
          number) of the number by which (i) exceeds (ii)
          above, limited to a maximum annual grant of
          2,000 Shares. Each grant of such an Additional
          Option will include the grant of a tandem SAR as
          provided in Article VII and will be evidenced by
          an Agreement which shall reflect the terms and
          conditions of Options and tandem SARs as
          provided in this Plan and such additional terms
          and conditions, not inconsistent with this Plan,
          as are determined by the Committee.
          (b)  For purposes of this Section 6.2 only, a
          Non Employee Director shall be deemed to "own"
          the number of Shares equal to the sum of (i)
          those Shares, whether registered in the owner's
          name or in nominee name, which (A) are owned by
          the Non Employee Director or his spouse (or
          jointly) or (B) are owned by a trust with
          respect to which the NonEmployee Director or his
          spouse (or both) contributed the Shares (or the
          money or other property used by the trustee to
          purchase the Shares) and also holds the power to
          vote and dispose of the Shares, and (ii) the
          number of stock units (i.e., bookkeeping units
          which reflect the price changes and dividends on
          a Share) credited to the Non-Employee Director
          pursuant to any deferred compensation plan
          maintained by BellSouth. (c)  For purposes of
          this Section 6.2 only, the representative price
          of a Share on any December 31 will equal the
          average of the Fair Market Value of a Share for
          the last five trading
          days on the New York Stock Exchange for the year
          ending that December 31 and the first five such
          trading days in the next succeeding year.
6.3  Option Price; Form of Payment.
     The Option Price for each Share subject to an Option
shall be the greater of (i) the par value of a Share or
(ii) the Fair Market Value of a Share on the date the
Option is granted.
6.4  Date Exercisable.
     An Option shall become exercisable on the first
anniversary of the Grant Date; provided, however, in the
event that, prior to such first anniversary, (A) the Non
Employee Director terminates his service on the Board by
reason of (i) death, (ii) disability, or (iii) retirement
(which shall mean termination of service on the Board
after the Non-Employee Director has attained age 55 and
completed at least 5 years of service as a director on the
Board), or (B) a Change in Control shall occur, then an
Option shall become immediately exercisable upon the
occurrence of such event or, if later, the expiration of
the six-month period following the Grant Date. Subject to
the foregoing, an Option shall be exercisable at any time
in whole or in part (but if in part, in an amount equal to
at least 100 Shares or, if less, the number of Shares
remaining to be exercised under the Option) on any
business day of BellSouth before the date such Option
expires under Section 6.5.
6.5  Expiration.
     An Option shall expire on the earlier of
     (a)  the first date on or after the Grant Date and
          prior to a Change in Control on which the
          NonEmployee Director (i) resigns from or is not
          reelected to the Board prior to being eligible
          for retirement under clause B(iii) of Section
          6.4; (ii) resigns for the purpose of accepting,
          or retires and subsequently accepts, a
          directorship or employment, or becomes
          associated with, employed by or renders service
          to, or owns an interest in (other than as a
          shareholder with a less than 5% interest in a
          publicly traded company) any business that is
          competitive with any BellSouth company or with
          any other business in which any of the BellSouth
          companies have a substantial direct or indirect
          interest; or (iii) resigns as a result of an
          interest or affiliation which would prohibit
          continued service as a director;
          
    (b)  the date the Option (or a tandem SAR) has been
          exercised in full; or
  (c)  one day after the expiration of the 10-year period
          which begins on the Option Grant Date or, in the
          case of a Non-Employee Director who dies within
          six months prior to such day, the last day of
          the 6-month period which begins on the date of the NonEmployee
           Director's death.

6.6  Method of Exercise.

An Option may be exercised by properly completing and
actually delivering to BellSouth an exercise form
prescribed by the Committee for this purpose, together
with payment in full of the Option Price for the shares of
Stock the Non Employee Director desires to purchase
through such exercise in the manner specified in the
exercise form.  Payment may be made in the form of cash or
shares of Stock, or a combination of cash and shares of
stock. Any shares of Stock
which are tendered shall be valued at their Fair Market
Value on the date as of which the exercise is
effective.
          ARTICLE VII.  STOCK APPRECIATION RIGHTS
                             
7.1  Grant of SARs.

 SARs shall be granted to Non-Employee Directors in tandem
with the grant of Basic Options and Additional Options.
Each such grant shall be evidenced by the same Agreement
as the Option which is granted in tandem with such SAR and such
SAR shall relate to the same number of Shares as such
Option. An SAR shall be exercisable only if and to the
extent the tandem Option is exercisable.

7.2  Payment at Exercise.
     An SAR may be exercised by properly completing and
actually delivering to BellSouth an exercise form
prescribed by the Committee for this purpose.  Upon the
exercise of an SAR the NonEmployee Director shall receive
a payment equal to the excess, if any, of the SAR Exercise
Price for the number of Shares of the SAR being exercised
at that time over the SAR Grant Price for such Shares.
Such payment shall be made in whole Shares.  Such Shares
shall be valued for this purpose at the SAR Exercise Price
on the date the SAR is exercised, and any payment for a
fractional Share automatically shall be paid in cash based
on such valuation. 7.3  Special Terms and Conditions.
     An SAR shall be exercisable only when the tandem
Option is exercisable.  The Non-Employee Director's right
to exercise an SAR shall be forfeited to the extent that
he exercises the tandem Option and the right to exercise
the tandem Option shall be forfeited to the extent he
exercises the tandem SAR, but any such forfeiture shall
not count as a forfeiture for purposes of making the
Shares subject to such Option and SAR again available for
use under Article III.


               ARTICLE VIII.  STOCK PAYMENTS
                             
     For each date that a retainer payment otherwise is
due to a Non-Employee Director, BellSouth shall pay such
Non Employee Director a Stock Payment for the number of
Shares equal to 50% of such retainer payment based upon
the average of the high and low daily sales prices of a
Share on the New York Stock Exchange ("NYSE") for the
period of five trading days ending on such retainer
payment date (or the period of five trading days
immediately preceding such date if the NYSE is closed on
such date.)  Such Stock Payment will be made in lieu of
the cash payment of such 50% of the retainer. Certificates
or other evidence of all whole Shares will be delivered
promptly following each Stock Payment. Any payment for a
fractional Share automatically will be made in cash. The
above changes to this Article VIII will be effective
beginning on May 1, 1997.


               ARTICLE IX.  TRANSFERABILITY
                             
9.1  Transferability During Lifetime.

     (a)  General Rule.  During the lifetime of a
          Participant to whom an Award is granted, only
          the Participant (or such Participant's legal
          representative) may exercise or receive payment
          of an Award.  No Award (other than Stock
          Payments upon receipt) may be sold, assigned,
          transferred (except as provided in the sentence above),
          exchanged, or otherwise encumbered or made subject to any
          creditor's process, whether voluntary, involuntary or by
          operation of law, and any attempt to do so shall be of no
          effect.  This Section 9.1(a) shall apply to all Awards
          except as provided in Sections 9.1(b) and 9.1(c) below.
    (b)   Limited Exception for Certain NQSOs and SARs.  Unless
          the terms of the applicable grant Agreement for an Option
          specifically provide that this Section 9.1(b) shall not
          apply, a Non-Employee Director may transfer such Non
          Employee Director's rights under any Option Agreement
          granted on or after November 25, 1996 by properly
          completing and delivering to the executive compensation
          group at BellSouth headquarters a Nonqualified Stock
          Option Assignment Form and satisfying such other
          conditions as BellSouth may impose, provided that such
          transfer is without consideration and to (i) one or more of
          the Non-Employee Director's spouse, parents, spouse's
          parents, siblings, siblings' lineal descendants, children,
          and children's lineal descendants, including in all cases
          legally adopted individuals, or (ii) a trust, partnership or
          similar entity for the benefit solely of one or more of the
          family members described above.  The rights of any such
          transferee thereafter shall be nontransferrable except that
          such transferee, where applicable under the terms of the
          transfer by the NonEmployee Director, shall have the right
          previously held by the Non-Employee Director to designate a
          Beneficiary. A Non-Employee Director may make such a
          transfer of the Non-Employee Director's rights with respect
          to less than all of the total number of Shares subject to an
          Option Agreement provided that each such transfer shall
          apply to at least 20% of the total number of Shares
          initially subject to such Agreement. Notwithstanding Section
          12.5 or the terms of any Agreement, BellSouth shall not
          withhold any amount attributable to any tax liability of a
          Non-Employee Director from any payment of cash or Shares to
          a transferee or transferee's Beneficiary under this Section
          9.1(b) upon exercise of a transferred NQSO or SAR by such
          person, but may require the payment of an amount equal to
          any BellSouth withholding tax obligation as a condition to
          such exercise or as a condition to the release of cash or
          Shares upon such exercise.
    (c)  Outstanding Non-qualified Stock Options and SARs.
         Effective November 25, 1996, Section 9.1(b) also shall
         apply to all non-qualified stock options and tandem
         stock appreciation rights outstanding under the Plan
         and also to all outstanding non-qualified stock options
         and tandem stock appreciation rights issued under the
         Prior Plan. This Section 9.1(c) (and related Plan
         provisions on transferability) shall constitute an
         amendment to the Prior Plan, and to all outstanding non
         qualified stock option and tandem stock appreciation right
         grant agreements under this Plan and the Prior Plan, to the
         extent necessary to effect this change to such outstanding
         nonqualified stock options and tandem stock appreciation
         rights. The election by a NonEmployee Director (including
         for this purpose a nonemployee director under the Prior
         Plan) to transfer any such non-qualified stock option and
         tandem stock appreciation right pursuant to this Section
         9.1(c) shall constitute any required consent by the
         NonEmployee Director to such amendment.
9.2  Transfers to Death Beneficiary.
     In the event of a Non-Employee Director's death, all

of such person's outstanding Options and tandem SARs and

his or her rights to receive any accrued but unpaid Stock

Payments will transfer to the maximum extent permitted by

law to such person's Beneficiary (except to the extent a

permitted transfer of an    Option and tandem

SAR previously was made pursuant to Section 9.1.)  Each Non

Employee Director may name, from time to time, any

beneficiary or beneficiaries (which may be named

contingently or successively) as his or her Beneficiary for

purposes of this Plan.  Each designation shall be on a form

prescribed by the Committee, will be effective only when

delivered to BellSouth and when effective will revoke all

prior designations by the NonEmployee Director. If a Non-

Employee Director dies with no such beneficiary designation

in effect, such person's Beneficiary shall be his or her

estate and such person's Awards will be transferable by

will or pursuant to laws of descent and distribution

applicable to such person.

                      ARTICLE X.  ADJUSTMENTS

  In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash,
Shares, or other property), recapitalization, forward or
reverse split, reorganization, merger, consolidation, spin
off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects Shares such
that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Non-Employee
Directors under this Plan, then the Committee, in such
manner as it may deem equitable, shall adjust any or all of
(i) the number and kind of shares which may thereafter be
delivered in connection with Awards, (ii) the number and
kind of shares that may be delivered or deliverable in
respect of outstanding Awards, (iii) the number and kind of
shares with respect to which Awards may be granted as set
forth in Article III, and (iv) the exercise price, grant
price, or purchase price relating to any Award, or, if
deemed appropriate, make provision for a cash payment with
respect to any outstanding Award.  Any such adjustment made
by the Committee, including any cancellation of an
outstanding Award made as part of such adjustment, will be
final and binding.



           ARTICLE XI.  AMENDMENTS AND TERMINATION
                              
   The Board shall have the right to amend, modify, suspend
or terminate the Plan at any time for any purpose; provided
that, following the approval of the Plan by BellSouth
shareholders (i) this Plan may not be amended more than once
every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, or the
rules thereunder and (ii), except with the further approval
of shareholders, this Plan may not be amended with respect
to the amount, timing, Option Price or method for
determining Fair Market Value of Shares, and related
provisions with respect to tandem SARs, or in any way to (a)
extend the maximum life of the Plan under Section 4.3,(b)
change the class of persons eligible for Awards or to
otherwise materially modify (within the meaning of Rule 16b-
3 of the Exchange Act) the requirements as to eligibility
for participation in this Plan, or (c) otherwise materially
increase (within the meaning of Rule 16b-3 of the Exchange
Act) the benefits accruing under this Plan.  No enactment,
modification, suspension or termination of the Plan shall
alter or impair any Awards previously granted under this
Plan without the consent of the holder thereof, unless
otherwise required by law.  It is conclusively presumed for
this purpose that any adjustment for changes in
capitalization pursuant to Article X of this Plan does not
affect any right of the holder of an Award. Notwithstanding
approval by shareholders, the Board may amend this Plan
without further shareholder approval to add provisions
required or enabled by changes to Rule 16b3.
              ARTICLE XII.  GENERAL PROVISIONS
                              
12.1 Stock Restrictions.

     BellSouth shall have the right under this Plan to
restrict or otherwise delay the issuance of any Shares
purchased or paid under this Plan until the requirements of
any applicable laws or regulations and any stock exchange
requirements have been in BellSouth's judgment satisfied in
full.  Furthermore, any Shares which are issued as a result
of purchases or payments made under this Plan shall be
issued subject to such restrictions and conditions on any
resale and any other disposition as BellSouth shall deem
necessary or desirable under any applicable laws or
regulations or in light of any stock exchange requirements.
12.2 Term of Service.
   The granting of an Award to a Non-Employee Director under
this Plan shall not obligate BellSouth to provide that
NonEmployee Director upon the termination of his or her
service on the Board with any benefit whatsoever except as
provided under the terms and conditions of that Award or
obligate the NonEmployee Director to remain a member of the
Board.

12.3 No Shareholder Rights.

   No Award shall confer on any Non-Employee Director, or
anyone claiming on his behalf, any of the rights of a
stockholder of BellSouth unless and until Shares are duly
issued or transferred on the books of BellSouth in
accordance with the terms and conditions of the Award.

12.4 Unfunded Plan.

   This Plan shall be unfunded and BellSouth shall not be
required to segregate any assets that may at any time be
represented by Awards under this Plan.  Neither BellSouth,
its affiliates, the Committee, nor the Board shall be deemed
to be a trustee of any amounts to be paid under this Plan
nor shall anything contained in this Plan or any action
taken pursuant to its provisions create or be construed to
create a fiduciary relationship between any such party and a
Non-Employee Director or anyone claiming on his or her behalf.  To the
extent a NonEmployee Director or any other person acquires a
right to receive payment pursuant to an Award under this
Plan, such right shall be no greater than the right of an
unsecured general creditor of BellSouth.
12.5 Taxes.

     BellSouth shall withhold from any payment of cash or
Shares to a Non-Employee Director or other person under this
Plan an amount sufficient to cover any withholding taxes
which may become required with respect to such payment or
shall take any other action as it deems necessary to satisfy
any income or other tax withholding requirement as a result
of the grant or exercise of any Award under this Plan.
BellSouth shall have the right to require the payment of any
such taxes and require that any person furnish information
deemed necessary by BellSouth to meet any tax reporting
obligation as a condition to exercise or before making any
payment pursuant to an Award.
12.6 Binding Effect.
     The provisions of this Plan, and any applicable
Agreement, election, Beneficiary designation or other
related document, shall be binding upon each Non-Employee
Director and any of his Beneficiaries, transferees, heirs,
assignees, distributees, executors, administrators, personal
representatives or any other person claiming any rights
under this Plan.  Any such person claiming any rights under
this Plan shall be subject to the terms and conditions of
this Plan and all such documents and such other terms and
conditions, not inconsistent with this Plan, as the
Committee may impose pursuant to Article V.
12.7 Choice of Law and Venue.
  This Plan and all related documents shall be governed by,
and construed in accordance with, the laws of the State of
Georgia (except to the extent provisions of federal law may
be applicable.)  Acceptance of an Award shall be deemed to
constitute consent to the jurisdiction and venue of the
Superior Court of Fulton County, Georgia and the United
States District Court for the Northern District of Georgia
for all purposes in connection with any suit, action, or
other proceeding relating to such Award, including the
enforcement of any rights under this Plan or any Agreement
or other document, and shall be deemed to constitute consent
to any process or notice of motion in connection with such
proceeding being served by certified or registered mail or
personal service within or without the State of Georgia,
provided a reasonable time for appearance is allowed.