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[BELLSOUTH LETTERHEAD]

October 30, 1995


TO:       John L. Clendenin
          Chairman of the Board & Chief Executive Officer

SUBJECT:  Approval of Revisions to the Executive Financial
               Counseling Plan


During 1995, several situations have occurred related to handling expenses for
the plan mentioned above necessitating a review and revision of the text.  In
addition, certain sections of the plan do not correctly describe procedures in
place for plan administration.  The proposed changes are outlined below.

         BellSouth Corporation Financial Counseling Plan for Executives

- Section 1 revisions include new language which better defines the term
 "Executive" in today's organizational and compensation structure.  We also
 propose to eliminate prior language which allowed, subject to the Chairman's
 approval, participation in the plan by non-Executive employees.

- Section 3 is revised to replace the previous annual limit on tax preparation
 and legal services of $2500 with a three-year account of $7500 to cover these
 services.  This change is recommended to be effective January 1, 1995;
 therefore, the three-year account will apply to plan years 1995-1997, parallel
 with the accounts established for the senior manager plan.

We also plan to discontinue the role Executive Compensation and Benefits has
played in monitoring these expenses to eliminate unnecessary administration and
place the responsibility for managing the new account limit with the executive
and financial planner.  This proposed change has been discussed with both
Internal Audits and Comptrollers.

<PAGE>
 - Section 6 on billing has been revised to more accurately define the
 administrative procedures which are used to process the invoices for this
 program.

Following the internal approval of these recommended plan changes, we will
submit these items to the Nominating and Compensation Committee at its November
meeting for ratification.  This is necessary because no delegation of authority
to management has ever been effected related to this plan.  In the November
meeting, we will also secure delegations of authority for management to approve
and implement such minor revisions in the future.


Recommended:   /s/ H.C. Henry                       10/31/95
               -------------------------       -----------------
               Executive Vice President-              Date
               Corporate Relations


Concurred:     /s/ W.H. ALFORD                      10/31/95
               --------------------------      -----------------
               Executive Vice President-              Date
               General Counsel


               /s/ F.D. ACKERMAN                     11/1/95
               --------------------------      -----------------
               Vice Chairman and Chief               Date
               Operating Officer


Approved:      /s/ J.L. CLENDENIN                    11/3/95
               --------------------------      -----------------
               Chairman of the Board and             Date
               Chief Executive Officer

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                              BELLSOUTH CORPORATION
                            FINANCIAL COUNSELING PLAN
                                 FOR EXECUTIVES


                                                  11/27/95 Version


<PAGE>


                              BELLSOUTH CORPORATION

                            FINANCIAL COUNSELING PLAN


                                TABLE OF CONTENTS




Section 1 General   . . . . . .  . . . . . . . . . . . . . . . . . . . . . .   1

Section 2 Financial Counseling Services  . . . . . . . . . . . . . . . . . .   1

Section 3 Preparation of Tax Returns   . . . . . . . . . . . . . . . . . . .   2

Section 4 Legal Services   . . . . . . . . . . . . . . . . . . . . . . . . .   2

Section 5 Services Following Retirement or Death . . . . . . . . . . . . . .   3

Section 6 Billing   . . . . . . . . . . . . . . . . . . .. . . . . . . . . .   3

<PAGE>

                              BELLSOUTH CORPORATION

                            FINANCIAL COUNSELING PLAN


SECTION 1 - GENERAL

1.  The Financial Counseling Plan applies to Executives who  *
    are defined as employees of the Company (or a
    subsidiary company) who hold a position which the Board
    of Directors has designated to be within that company's
    Executive Management Group.

    The purpose of financial counseling for Executives is
    to provide professional assistance to carry out their
    financial planning in the most efficient manner.  By
    using this service, the Executive spends less time on
    the details of financial planning while still meeting
    his/her personal financial responsibilities.  This
    enables the Executive to dedicate additional time and
    energies to the job.

2.  The BellSouth Plan was effective January 1, 1984 and
    incorporates complete financial counseling services
    (including financial advice, tax planning, estate
    planning), legal services to implement recommendations
    of financial counselors, and income tax preparation.

SECTION 2 - FINANCIAL COUNSELING SERVICES

1.  Negotiations with and approval of suppliers for
    BellSouth financial counseling services is the
    responsibility of the Executive Vice President-Corporate
    Relations of BellSouth Corporation.  There are three
    approved suppliers:  Homrich & Berg, the AYCO
    Corporation, and Creative Financial Group.

 2. The Executive selects one of the firms and an individual
    counselor.  (Att. A)   A preliminary meeting is
    scheduled during which the services offered by the firm
    are explained and the documents and personal information
    required from the Executive are identified.  These
    documents include such things as deeds, stock
    certificates, wills, insurance policies, trust analyses.
    All of this information remains strictly confidential
    between the counselor and the Executive.


*11-27-95 revision                    -1-

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 3. A second interview is then arranged at which time there
    is an in-depth examination of the financial goals and
    objectives of the Executive and his or her spouse.

 4. All of the information gathered by the counselor is then
    analyzed and a comprehensive report is prepared for the
    Executive.  It presents his or her present financial
    situation, areas requiring adjustment for future
    financial planning.

 5. The types of services generally performed by the
    financial counseling firms consist of a review of
    Company-provided benefit plans, and estate, insurance,
    investment, and income tax planning.

 6. The fees and expenses for these services are covered by
    contractual arrangements which are reviewed annually and
    re-negotiated, as appropriate, by the BellSouth
    Corporation Executive Compensation and Benefits group.

 7. Although BellSouth identifies the firms to be used for
    financial counseling, it does not guarantee the advice
    of the firm selected.  Therefore, letters of indemnity
    are required from the Executive before he or she
    undertakes the service.  (Att. B).

SECTION 3 - PREPARATION OF TAX RETURNS

 1. Tax returns may be prepared by the financial counseling
    firm or by an accounting firm selected by the
    individual Executive.

 2. Effective January 1, 1995, the Company has established   *
    a three-year account for each Executive of $7,500 to
    cover the total fees and expenses incurred for legal
    services as described in Section 4 below and for tax
    preparation.  Each Executive is responsible for
    insuring his/her total expenses for the three-year
    period do not exceed this limit.

SECTION 4 - LEGAL SERVICES

 1. Only those fees and expenses for legal services
    resulting from the implementation of recommendations of
    an approved financial counseling firm will be approved
    for Company payment.  Payment for such services will be
    made to any attorney chosen by the Executive.

*11-27-95 revision                     -2-

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SECTION 5 - SERVICES FOLLOWING RETIREMENT OR DEATH

 1. Financial counseling services and legal services are
    available under this plan to retired Executives and to
    the spouses of deceased Executives (either active or
    retired after 1/1/91) for the twelve month period
    following retirement or death.

 2. Tax preparation services are available to retired
    Executives and the spouses of deceased Executives
    (either active or retired after 1/1/91) for the tax year
    in which retirement or death occurs, and for the
    following tax year.

 3. The above stated coverage is not contingent upon prior
    participation.

SECTION 6 - BILLING

 1. Financial counseling service fees are directly invoiced  *
    to BellSouth in accordance with the billing terms of
    the negotiated contract.  The Executive Compensation
    and Benefits group handles such payments.

 2. Suppliers of tax preparation and legal services should   *
    issue bills in the name of the individual to whom the
    services were provided.  The Executive should review
    all charges and after certifying them to be correct and
    reviewing the expense against the three-year account
    limit, should forward the invoice to the Executive
    Compensation and Benefits group at 13J08, 1155
    Peachtree Street N.E., Atlanta, Georgia 30309-6000.

 3. Fees and expenses paid by the Company for financial      *
    counseling, tax preparation and legal services are
    considered "wages" subject to FICA, FUTA and income tax
    withholding.  Annually, imputed income is added to each
    executive's Form W-2; this amount is grossed up for
    Federal taxes at the maximum rate, for state and local
    taxes in accordance with each individual's residence
    location, and for FICA, as appropriate.




*11-27-95 revision                     -3-


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                                                                    ATTACHMENT A


SAMPLE LETTER


RE:  REQUEST FOR PERSONAL FINANCIAL PLANNING SERVICE

Gentlemen:

As an employee eligible for participation in the BellSouth Financial Counseling
Plan, I have accepted the Company's offer to provide me with the services
available under the plan.  After consideration of the firms approved under the
plan, I have selected (name of firm) to provide the services as outlined in your
brochure.

While the Company will pay your fees in connection with the preparation of
financial planning reports and related counseling services, I understand that
any fees or expenses other than for legal services incurred in connection with
the implementation of any recommendations will be borne by me.

I understand that your services are completely personal and confidential and
that the Company will in no way be involved with, or know of, my personal
affairs.  Moreover, I understand that the Company does not, and will not endorse
any recommendations of suggestions that I may receive from you.

I authorize the Company to release to you detailed information concerning my
compensation, employee benefits in which I now or will participate, and any
other financial data which may have a bearing on my personal financial planning.

I understand that any fees or expenses paid by the Company for the provision of
such consulting services will be reported by the Company as additional
compensation and, therefore, will be subject to the various federal and state
withholding requirements.

Please contact me to commence arrangements for my financial planning.


                                   ________________________

                                   ________________________
                                             DATE
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                                                                    ATTACHMENT B



                              BellSouth Corporation

                   FINANCIAL COUNSELING PLAN - CONDITIONS FOR
                                  PARTICIPATION



Personal financial counseling is made available by BellSouth Corp. and its
subsidiaries as a service to certain of its selected key employees through
________________.  Such services are offered with the understanding that
participation is voluntary and the option to rely on, to act on, or refrain from
acting on, in whole or in part, any advice, recommendations or information
provided by __________________, its employees or agents is the individual and
personal decision of the undersigned.

In consideration of BellSouth's undertaking to pay the fees and charges of
__________ for financial counseling services rendered to me, I on my own behalf
and on behalf of my heirs, executors or administrators do hereby release and
forever discharge BellSouth and its subsidiaries, its officers, agents, assigns
and their successors of and from all losses, debts, demands, actions, causes of
action, suits accounts, covenants, contracts, agreements, damages and any and
all claims, law and equity attributable directly or indirectly, in whole or in
part, to my acting on, failure to act on, or reliance on advice, recommendations
or information furnished to me by __________ its employees or agents.







Signature ___________________________________

Date _______________________________________