1
             SECURITIES AND EXCHANGE COMMISSION
                              
                  WASHINGTON, D. C.  20549
                              
                              
                              
                              
                          FORM 10-Q
                         (Mark One)
                              
    |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
        For the quarterly period ended March 31, 1998
                              
                             OR
                              
   [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
         For the transition period from          to
                              
                              
                Commission file number 1-1049
                              
                              
                              
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
   (Exact name of registrant as specified in its charter)
                              
                              
      Georgia                                   58-0436120
(State of Incorporation)                     (I.R.S. Employer
                                             Identification Number)
                              
                              
  675 West Peachtree Street, N. E., Atlanta, Georgia  30375
  (Address of principal executive offices)       (Zip Code)
                              
         Registrant's telephone number 404 529-8611
                              
THE REGISTRANT, A WHOLLY-OWNED SUBSIDIARY OF BELLSOUTH CORPORATION,
MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED
DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).
                              
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 ___

                   Table of Contents                    
                            
                                                        
Item                                                 
                                                     Page
                                                        
                         Part I                      
 1.  Financial Statements                               3
         Consolidated Statements of Income and          
           Retained Earnings                            3
         Consolidated Balance Sheets                    4
         Consolidated Statements of Cash Flows          5
         Notes to Consolidated Financial Statements     6
         Selected Operating Data                        7
     
 2.  Management's Discussion and Analysis of            
     Results of Operations                              9
        Results of Operations                           9
            Volumes of Business                        10
            Operating Revenues                         11
            Operating Expenses                         12
            Other Income Statement Items               12
        Regulatory Developments and Competition        13
            Federal Developments                       13
            State Developments                         13
        Other Matters                                  13
        Safe Harbor Statement                          13
     
                        Part II                         
 6.  Exhibits and Reports on Form 8-K                  15
               PART I -- FINANCIAL INFORMATION
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
   CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                         (Unaudited)
                        (In Millions)
                              
                               For the Three Months            
                                 Ended March 31,
                                 1998        1997                    
Operating Revenues:                                             
  Local service               $  2,262    $  2,104              
  Interstate access                945         917              
  Intrastate access                206         218              
  Toll                             175         174              
  Other                            432         392              
   Total Operating Revenues      4,020       3,805              
                                                                
Operating Expenses:                                             
  Cost of services and                                            
   products                      1,336       1,205
  Depreciation and                                                
   amortization                    826         819
  Selling, general and                                            
   administrative                  635         630
    Total Operating Expenses     2,797       2,654              
                                                                
Operating Income                 1,223       1,151              
                                                                
Interest Expense                   133         134              
Other Income, net                    2           2              
                                                                
Income Before Income Taxes       1,092       1,019              
Provision for Income Taxes         409         386              
                                                                
Net Income                    $    683    $    633              
                                                                
Retained Earnings:                                              
   At beginning of period     $  1,140    $    870              
   Add: Net Income                 683         633              
   Deduct: Dividends Declared     (553)       (491)             
   At end of period           $  1,270    $  1,012              
                                                                
                                     
    The accompanying notes are an integral part of these consolidated
                          financial statements.
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
                 CONSOLIDATED BALANCE SHEETS
                        (In Millions)
                                     
                                               March 31,    December 31,
                                                  1998          1997
ASSETS                                        (Unaudited)               
 Current Assets:                                                        
  Cash and cash equivalents                   $      25     $      49
  Accounts receivable, net of allowance for                 
   uncollectibles of $114 and $108                2,826         2,951
  Material and supplies                             269           259
  Other current assets                              228           163
    Total Current Assets                          3,348         3,422
                                                            
 Investments and Advances                           298           299
 Property, Plant and Equipment:                              
  Property, plant and equipment                  48,486        47,868
  Accumulated depreciation                       29,600        29,015
    Property, Plant and Equipment, net           18,886        18,853
                                                            
 Deferred Charges and Other Assets                  710           652
                                                            
  Total Assets                                $  23,242     $  23,226
                                                            
LIABILITIES AND SHAREHOLDER'S EQUITY                        
 Current Liabilities:                                       
  Debt maturing within one year               $   2,137     $   2,516
  Accounts payable                                1,099         1,116
  Other current liabilities                       2,478         2,217
    Total Current Liabilities                     5,714         5,849
                                                            
 Long-Term Debt                                   5,489         5,489
 Deferred Credits and Other Liabilities:                    
  Accumulated deferred income taxes               1,116         1,114
  Unamortized investment tax credits                201           213
  Other liabilities and deferred credits          2,042         2,033
    Total Deferred Credits and Other                        
      Liabilities                                 3,359         3,360
 Shareholder's Equity:                                      
  Common stock, one share, no par value           7,410         7,388
  Retained earnings                               1,270         1,140
    Total Shareholder's Equity                    8,680         8,528
                                                            
  Total Liabilities and Shareholder's Equity  $  23,242     $  23,226
                                     
                                     
    The accompanying notes are an integral part of these consolidated
                          financial statements.

             BELLSOUTH TELECOMMUNICATIONS, INC.
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Unaudited)
                        (In Millions)
                                      
                                                       For the Three Months
                                                          Ended March 31,
                                                          1998       1997
Cash Flows from Operating Activities:                              
 Net income                                             $  683      $  633
 Adjustments to net income:                                        
  Depreciation and amortization                            826         819
  Provision for uncollectibles                              35          42
  Deferred income taxes and unamortized                            
    investment tax credits                                   5         (12)
 Net change in:                                                    
  Accounts receivable and other current assets              (3)        (34)
  Accounts payable and other current liabilities           250         186
  Deferred charges and other assets                        (58)        (78)
  Deferred credits and other liabilities                     9          19
 Other reconciling items, net                                1         (10)
    Net cash provided by operating activities            1,748       1,565
                                                                   
Cash Flows from Investing Activities:                              
 Capital expenditures                                     (843)       (699)
 Other investing activities, net                            10          (3)
    Net cash used for investing activities                (833)       (702)
                                                                   
Cash Flows from Financing Activities:                              
 Net repayments of short-term borrowings                  (332)       (407)
 Repayment of long-term debt                               (70)          -
 Advances from parent and affiliates                       118          67
 Repayments of advances from parent and affiliates        (119)        (71)
 Dividends paid to parent                                 (536)       (444)
    Net cash used for financing activities                (939)       (855)
                                                                   
Net (Decrease) Increase in Cash and Cash Equivalents       (24)          8
Cash and Cash Equivalents at Beginning of Period            49         100
Cash and Cash Equivalents at End of Period             $    25     $   108
                                                                   
                                      
The accompanying notes are an integral part of these consolidated financial
                                statements.

             BELLSOUTH TELECOMMUNICATIONS, INC.
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (In Millions)
                         (Unaudited)

Note A --  Preparation of Interim Financial Statements

The consolidated financial statements of BellSouth
Telecommunications, Inc.  (BellSouth Telecommunications) 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 Telecommunications, 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 Telecommunications believes, however, that the
disclosures made are adequate for a fair presentation of results of
operations, financial position and cash flows.  These consolidated
financial statements should be read in conjunction with the
consolidated financial statements and accompanying notes included
in BellSouth Telecommunications' latest annual report on Form 10-K.
BellSouth Telecommunications is a wholly-owned subsidiary of
BellSouth Corporation (BellSouth).

Note B -- Supplemental Cash Flow Information

                                 For the Three Months
                                    Ended March 31,
                                    1998       1997
                                            
    Cash Paid For:                          
                                            
      Income taxes                 $ 28       $ 30
                                            
      Interest                     $ 84       $ 87



                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
                   SELECTED OPERATING DATA
                         (Unaudited)
                              
                                                    Percent Change
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996

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

Access Minutes of Use (Millions)(a)(b):
  Interstate                               18,998    7.2%      6.4%
  Intrastate                                6,084    9.6      8.4
  Total Access Minutes of Use              25,082    7.8      6.9
                                                            
Toll Messages (Millions)(a)                   201  (12.4)   (18.1)
                              
(a)  Prior period operating data are often revised at later dates
to reflect updated information.  The above information reflects the
      latest data available for the periods indicated.
                              
 (b)   Minutes of Use are classified as either interstate or
intrastate based on the percentage interstate usage factor.  This
               factor is updated periodically.

             BELLSOUTH TELECOMMUNICATIONS, INC.
            SELECTED OPERATING DATA  (Continued)
                         (Unaudited)


                                        For the Three
                                         Months Ended
                                          March 31,
                                             1998
Ratio of Earnings to Fixed Charges (c)       8.4

(c) For the purpose of this ratio: (i) earnings have been
calculated by adding income before income taxes, gross interest
expense and such portion of rental expense representative of the
interest factor on such rentals; (ii) fixed charges are comprised
of gross interest expense and such portion of rental expense
representative of the interest factor on such rentals.

                                                             
                                             At             At
                                          March 31,    December 31,
                                            1998           1997
Debt Ratio (d)                              46.6%         48.3%

(d) This ratio is calculated by dividing the sum of debt maturing
within one year and long-term debt, net of unamortized debt
issuance costs, by the sum of shareholder's equity, debt maturing
within one year and long-term debt, net of unamortized debt
issuance costs.

             BELLSOUTH TELECOMMUNICATIONS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    RESULTS OF OPERATIONS
                    (Dollars in Millions)

Management's Discussion and Analysis of Results of Operations
 (MD&A) should be read in conjunction with MD&A in BellSouth
  Telecommunications, Inc.'s (BellSouth Telecommunications)
             latest annual report on Form 10-K.

BellSouth Telecommunications is a wholly-owned subsidiary of
BellSouth Corporation (BellSouth).  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.

Approximately 89% and 90% of BellSouth Telecommunications' Total
Operating Revenues for the three-month periods ended March 31, 1998
and 1997, respectively, were from wireline services. Charges for
local, access and toll services for the three-month period ended
March 31, 1998 accounted for approximately 63%, 32% and 5%,
respectively, of the wireline revenues discussed above. The
remainder of BellSouth Telecommunications' Total Operating Revenues
was derived principally from sales and maintenance of customer
premises equipment and other nonregulated services.


RESULTS OF OPERATIONS
                                           For the Three
                                           Months Ended
                                             March 31,
                                          1998      1997
   Net Income                           $  683    $  633

For the three-month period ended March 31, 1998, Net Income
increased by $50 (7.9%).  The increase for the three-month period
resulted primarily from continued strong growth in key business
volumes.

Volumes of Business

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

Access minutes of use represent the volume of traffic carried by
interexchange carriers, both interstate and intrastate, using
BellSouth Telecommunications' local facilities.  Total access
minutes of use increased by 1,809 million (7.8%) for the three-
month period ended March 31, 1998 compared to an increase of 6.9%
for the same 1997 period.  The increase in access minutes of use
was primarily attributable to access line growth, promotions by the
interexchange carriers, and intraLATA toll competition (which has
the effect of increasing access minutes of use while reducing toll
messages carried over BellSouth Telecommunications' facilities).
The growth rate in total minutes of use continues to be negatively
impacted by competition and the migration of interexchange carriers
to categories of service (e.g., special access) that have a fixed
charge as opposed to a volume-driven charge and to high-capacity
services.

Toll messages are comprised of Message Telecommunications Service
and Wide Area Telecommunications Service.  For the three-month
period ended March 31, 1998, toll messages decreased by 29 million
(12.4%) compared to a decrease of 18.1% for the same 1997 period.
The decrease in 1998 is primarily attributable to continuing
competition from interexchange carriers in the intraLATA toll
market as well as the continuing expansion of local area calling
plans (LACPs).

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

Operating Revenues

Total Operating Revenues increased $215 (5.7%) for the three-month
period ended March 31, 1998 when compared to the corresponding 1997
period. The components of Total Operating Revenues were as follows:

                                 For the Three             
                                 Months Ended
                                   March 31,
                                1998      1997                  
                                                                     
Local Service                   $ 2,262   $ 2,104                    
Interstate Access                   945       917                    
Intrastate Access                   206       218                    
Toll                                175       174                    
Other Services                      432       392                    
                                                                     
Total Operating Revenues        $ 4,020   $ 3,805                    

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

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

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

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

Other Services revenues are principally comprised of revenues from
customer premises equipment (CPE) sales and maintenance services,
cellular interconnect services and other services (primarily inside
wire, billing and collection and voice messaging services).  Other
Services revenues increased $40 (10.2%) for the three-month period
ended March 31, 1998 when compared to the same 1997 period.

The increase primarily reflected increased demand and prices for
non-regulated services and higher billing-related fees.

Operating Expenses

Total Operating Expenses increased $143 (5.4%) for the three-month
period ended March 31, 1998 when compared to the same 1997 period.
The components of Total Operating Expenses were as follows:

                                 For the Three             
                                 Months Ended
                                   March 31,
                                1998      1997                  
                                                                     
Depreciation and Amortization $  826     $ 819              
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                    1,336     1,205
  Selling, General and                                      
   Administrative                635       630
                               1,971     1,835              
    Total Operating Expenses  $2,797    $2,654              

Depreciation and Amortization increased $7 (0.9%) for the three-
month period ended March 31, 1998 compared to the same 1997 period.
The increase was due primarily to higher levels of property, plant
and equipment since March 31, 1997 resulting from continued growth
in the customer base and continued modernization of the network.

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


Other Income Statement Items

The other income statement components were as follows:

                                 For the Three
                                 Months Ended
                                   March 31,
                                1998      1997

Interest Expense              $  133     $ 134
Other Income, net                  2         2
Provision for Income Taxes       409       386
                                        

Provision for Income Taxes increased $23 (6.0%) for the three-month
period ended March 31, 1998 when compared to the same 1997 period.
BellSouth Telecommunications' effective tax rates were 37.5% and
37.9% for the three months ended March 31, 1998 and 1997,
respectively.

REGULATORY DEVELOPMENTS AND COMPETITION

Federal Developments

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

State Developments

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


OTHER MATTERS

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

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


SAFE HARBOR STATEMENT

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

                PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit
Number

4    No instrument which defines the rights of holders of long- and
     intermediate-term debt of BellSouth Telecommunications, Inc.
     is filed herewith pursuant to Regulation S-K, Item
     601(b)(4)(iii)(A).  Pursuant to this regulation, BellSouth
     Telecommunications, Inc. hereby agrees to furnish a copy of
     any such instrument to the SEC upon request.

12   Computation of Ratio of Earnings to Fixed Charges.

27   Financial Data Schedule.


(b) Reports on Form 8-K:
    None.





                          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 TELECOMMUNICATIONS, INC.

                         By /s/  Isaiah Harris
                         ISAIAH HARRIS
                         Vice President,
                         Chief Financial Officer
                         & Comptroller
                         (Principal Financial and
                         Accounting Officer)


May 14, 1998

                        EXHIBIT INDEX

Exhibit
Number


12   Computation of Ratio of Earnings to Fixed Charges.

27   Financial Data Schedule.