<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C., 20549
 
                               ----------------
 
                                  FORM 10-K/A
 
                      AMENDMENT TO APPLICATION OR REPORT
                 FILED PURSUANT TO SECTION 12, 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
                               ----------------
 
                             BELLSOUTH CORPORATION
 
                                AMENDMENT NO. 1
 
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the year ended December 31, 1996 as set forth in the pages attached hereto:
 
Item 14a(3) Exhibits:
 
99a Financial Statements for BellSouth Retirement Savings Plan for the year
    ended December 31, 1996.
 
99b Financial Statements for BellSouth Savings and Security Plan for the year
    ended December 31, 1996.
                               ----------------
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
                                          BellSouth Corporation
 
                                                   /s/ W. Patrick Shannon
                                          By: _________________________________
                                             W.Patrick Shannon
                                             Vice President and Controller
                                             June 27, 1997
<PAGE>
 
  (3) Exhibits: (As filed with Form 10-K as of 12/31/96, unless otherwise
noted).
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER
 -------
 <C>     <S>
  3a     Articles of Incorporation of BellSouth Corporation. (Exhibit 3a to
         Form 10-K for the year ended December 31, 1990, File No. 1-8607).
  3a-1   Articles of Amendment to Articles of Incorporation of BellSouth
         Corporation. (Exhibit 3a-1 to Form 10-Q for the quarter ended
         September 30, 1995, File No. 1- 8607).
  3b     Bylaws of BellSouth Corporation. (Exhibit 3b to Form 10-Q for the
         quarter ended September 30, 1994, File No. 1-8607).
  4      BellSouth Corporation Shareholder Rights Agreement. (Exhibit 4-b to
         Form 8-K. Date of report November 27, 1989).
  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.
 10a     BellSouth Corporation Officer Short Term Incentive Award Plan.
         (Exhibit 10y to Form 10-Q for the quarter ended September 30, 1996,
         File No. 1-8607).
 10b     BellSouth Corporation Executive Long Term Incentive Plan. (Exhibit 10e
         to Form 10-K for the year ended December 31, 1991, File No. 1-8607).
 10c     BellSouth Corporation Executive Long Term Disability and Survivor
         Protection Plan as amended and restated effective January 1, 1994.
         (Exhibit 10c-1 to Form 10-K for the year ended December 31, 1993, File
         No. 1-8607).
 10d     BellSouth Corporation Executive Transfer Plan. (Exhibit 10ee to
         Registration Statement No. 2-87846).
 10e     BellSouth Corporation Death Benefit Program. (Exhibit 10ff to Form 10-
         K for the year ended December 31, 1989, File No. 1-8607).
 10f     BellSouth Corporation Plan For Non-Employee Directors' Travel Accident
         Insurance. (Exhibit 10ii to Registration Statement No. 2-87846).
 10g     BellSouth Corporation Executive Incentive Award Deferral Plan as
         amended and restated effective September 23, 1996.
 10h     BellSouth Corporation Nonqualified Deferred Compensation Plan as
         amended and restated effective November 25, 1996.
 10i     BellSouth Corporation Supplemental Executive Retirement Plan as
         amended on May 18, 1995. (Exhibit 10j-1 to Form 10-Q for the quarter
         ended June 30, 1995, File No. 1-8607).
 10j     BellSouth Corporation Directors Retirement Plan. (Exhibit 10qq to Form
         10-K for the year ended December 31, 1986, File No. 1-8607).
 10k     BellSouth Corporation Financial Counseling Plan. (Exhibit 10r to Form
         10-K for the year ended December 31, 1992, File No. 1-8607).
</TABLE>
 
 
                                       2
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER
 -------
 
 <C>     <S>
 10k-1   Amendment dated November 3, 1995 to the BellSouth Corporation
         Financial Counseling Plan for Executives. (Exhibit 10l-1 to Form 10-K
         for the year ended December 31, 1995, File No. 1-8607).
 10l     BellSouth Corporation Deferred Compensation Plan for Non-Employee
         Directors. (Exhibit 10gg to Registration Statement No. 2-87846).
 10m     BellSouth Corporation Executive Life Insurance Plan. (Exhibit 10v to
         Form 10-K for the year ended December 31, 1992, File No. 1-8607).
 10n     BellSouth Corporation Non-Employee Directors' Stock Option Plan.
         (Exhibit 10z to Form 10-Q for the quarter ended September 30, 1996,
         File No. 1-8607).
 10o     Form of Executive Officer Successor and Retirement Agreement. (Exhibit
         10aa to Form 10-Q for the quarter ended September 30, 1996, File No.
         1-8607).
 10p     BellSouth Non-Employee Directors Charitable Contribution Program.
         (Exhibit 10z to Form 10-K for the year ended December 31, 1992, File
         No. 1-8607).
 10q     BellSouth Personal Retirement Account Pension Plan, as amended and
         restated effective July 1, 1996. (Exhibit 10r to Form 10-Q for the
         quarter ended September 30, 1996, File No. 1-8607).
 10r     BellSouth Corporation Trust Under Executive Benefit Plan(s) as amended
         April 28, 1995. (Exhibit 10u-1 to Form 10-Q for the quarter ended June
         30, 1995, File No. 1-8607).
 10r-1   Amendment dated May 23, 1996 to the BellSouth Corporation Trust Under
         Executive Benefit Plan(s). (Exhibit 10s-1 to Form 10-Q for the quarter
         ended June 30, 1996, File No. 1-8607).
 10s     BellSouth Telecommunications, Inc. Trust Under Executive Benefit
         Plan(s) as amended April 28, 1995. (Exhibit 10v-1 to Form 10-Q for the
         quarter ended June 30, 1995, File No. 1-8607).
 10s-1   Amendment dated May 23, 1996 to the BellSouth Telecommunications, Inc.
         Trust Under Executive Benefit Plan(s). (Exhibit 10t-1 to Form 10-Q for
         the quarter ended June 30, 1996, File No. 1-8607).
 10t     BellSouth Corporation Trust Under Board of Directors Benefit Plan(s)
         as amended April 28, 1995. (Exhibit 10w-1 to Form 10-Q for the quarter
         ended June 30, 1995, File No. 1-8607).
 10t-1   Amendment dated May 23, 1996 to the BellSouth Corporation Trust Under
         Board Directors Benefit Plan(s). (Exhibit 10u-1 to Form 10-Q for the
         quarter ended June 30, 1996, File No. 1-8607).
 10u     BellSouth Telecommunications, Inc. Trust Under Board of Directors
         Benefit Plan(s) as amended April 28, 1995. (Exhibit 10x-1 to Form 10-Q
         for the quarter ended June 30, 1995, File No. 1-8607).
 10u-1   Amendment dated May 23, 1996 to the BellSouth Telecommunications, Inc.
         Trust Under Board of Directors Benefit Plan(s). (Exhibit 10v-1 to Form
         10-Q for the quarter ended June 30, 1996, File No. 1-8607).
 10v     BellSouth Corporation Stock Plan as amended on September 23, 1996 and
         November 24, 1996.
 10w     BellSouth Retirement Savings Plan as amended and restated effective
         July 1, 1996. (Exhibit 10x to Form 10-Q for the quarter ended
         September 30, 1996, File No. 1-8607).
 10x     BellSouth Corporation Officer Estate Enhancement Plan and Agreement.
 10y     BellSouth Change in Control Executive Severance Agreements.
 11      Computation of Earnings Per Share.
</TABLE>
 
 
                                       3
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER
 -------
 <C>     <S>
 12      Computation of Ratio of Earnings to Fixed Charges.
 21      Subsidiaries of BellSouth.
 24      Powers of Attorney.
 27      Financial Data Schedule.
 99a*    Annual report on Form 11-K for BellSouth Retirement Savings Plan for
         the fiscal year ended December 31, 1996.
 99b*    Annual report on Form 11-K for BellSouth Savings and Security Plan for
         the fiscal year ended December 31, 1996.
</TABLE>
 
--------
  *Filed herewith.
 
                                       4