SECURITIES AND EXCHANGE COMMISSION
                              
                  WASHINGTON, D. C.  20549
                              
                              
                              
                              
                          FORM 10-Q
                         (Mark One)
                              
    |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
        For the quarterly period ended June 30, 1997
                              
                             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          3
           Retained Earnings                            
         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               13
        Regulatory Developments and Competition        13
            Federal Developments                       13
            State Developments                         15
        Other Matters                                  15
            Competitive Local Exchange Carrier         15
     
                        Part II                         
 6.  Exhibits and Reports on Form 8-K                  16
               PART I -- FINANCIAL INFORMATION
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
   CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                         (Unaudited)
                        (In Millions)
                              
                               For the Three Months   For the Six Months
                                  Ended June 30,        Ended June 30,
                                 1997        1996       1997       1996
Operating Revenues:                                             
  Local service               $  2,068    $  2,021   $  4,172   $  3,951
  Interstate access                928         871      1,845      1,780
  Intrastate access                186         202        404        420
  Toll                             186         198        360        405
  Other                            386         353        778        744
    Total Operating Revenues     3,754       3,645      7,559      7,300
                                                                
Operating Expenses:                                             
 Cost of services and                                            
   products                      1,292       1,284      2,497      2,544
 Depreciation and                                                
   amortization                    826         809      1,645      1,607
 Selling, general and                                            
   administrative                  654         618      1,284      1,222
     Total Operating Expenses    2,772       2,711      5,426      5,373
                                                                
Operating Income                   982         934      2,133      1,927
                                                                
Interest Expense                   134         135        268        274
Other Income (Expense), net         (1)          6          1         17
                                                                
Income Before Income Taxes         847         805      1,866      1,670
Provision for Income Taxes         316         295        702        621
                                                                
Net Income                    $    531    $    510   $  1,164   $  1,049
                                                                
Retained Earnings:                                              
   At beginning of period     $  1,012    $    712   $    870   $    555
   Add: Net Income                 531         510      1,164      1,049
   Deduct: Dividends declared     (504)       (449)      (995)      (831)
   At end of period           $  1,039    $    773   $  1,039   $    773
                                                                
    The accompanying notes are an integral part of these consolidated
                          financial statements.


             BELLSOUTH TELECOMMUNICATIONS, INC.
                 CONSOLIDATED BALANCE SHEETS
                        (In Millions)
                                     
                                                 June 30,     December 31,
                                                   1997           1996
ASSETS                                         (Unaudited)                
 Current Assets:                                                          
  Cash and cash equivalents                   $     143       $     100
  Accounts receivable, net of allowance for                   
   uncollectibles of $91 and $67                  2,787           2,807
  Material and supplies                             303             327
  Other current assets                              330             355
    Total Current Assets                          3,563           3,589
                                                              
 Investments and Advances                           330             297
 Property, Plant and Equipment:                                
  Property, Plant and Equipment                  46,645          45,762
  Accumulated Depreciation                       27,968          27,023
    Property, Plant and Equipment, net           18,677          18,739
                                                              
 Deferred Charges and Other Assets                  541             413
                                                              
  Total Assets                                $  23,111       $  23,038
                                                              
LIABILITIES AND SHAREHOLDER'S EQUITY                          
 Current Liabilities:                                         
  Debt maturing within one year               $   1,787       $   1,435
  Accounts payable                                1,478           1,126
  Other current liabilities                       2,013           2,194
    Total Current Liabilities                     5,278           4,755
                                                              
 Long-Term Debt                                   6,100           6,671
 Deferred Credits and Other Liabilities:                      
  Accumulated deferred income taxes               1,061           1,079
  Unamortized investment tax credits                245             278
  Other liabilities and deferred credits          2,007           2,004
    Total Deferred Credits and Other                          
      Liabilities                                 3,313           3,361
 Shareholder's Equity:                                        
  Common stock, one share, no par value           7,381           7,381
  Retained earnings                               1,039             870
    Total Shareholder's Equity                    8,420           8,251
                                                              
  Total Liabilities and Shareholder's Equity  $  23,111       $  23,038
                                     
    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 Six Months
                                                          Ended June 30,
                                                          1997       1996
Cash Flows from Operating Activities:                              
 Net income                                            $ 1,164     $ 1,049
 Adjustments to net income:                                        
  Depreciation and amortization                          1,645       1,607
  Provision for uncollectibles                              76          62
  Deferred income taxes and unamortized                            
    investment tax credits                                   3         (44)
  Net change in:                                                   
   Accounts receivable and other current assets            (88)         20
   Accounts payable and other current liabilities          137        (301)
   Deferred charges and other assets                      (129)       (189)
   Deferred credits and other liabilities                    3          82
  Other reconciling items, net                             (12)        (51)
    Net cash provided by operating activities            2,799       2,235
                                                                   
Cash Flows from Investing Activities:                              
 Capital expenditures                                   (1,549)     (1,649)
 Other investing activities, net                             7          37
    Net cash used for investing activities              (1,542)     (1,612)
                                                                   
Cash Flows from Financing Activities:                              
 Proceeds from short-term borrowings                     6,576       7,987
 Repayment of short-term borrowings                     (6,809)     (8,323)
 Repayment of long-term debt                                --        (485)
 Advances from parent and affiliates                       123         246
 Repayment of advances from parent and affiliates         (127)       (261)
 Dividends paid to parent                                 (976)       (805)
 Other financing activities, net                            (1)        (15)
    Net cash used for financing activities              (1,214)     (1,656)
                                                                   
Net Increase (Decrease) in Cash and Cash Equivalents        43      (1,033)
Cash and Cash Equivalents at Beginning of Period           100       1,084
Cash and Cash Equivalents at End of Period             $   143     $    51
                                                                   
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
and previous quarterly report on Form 10-Q. BellSouth
Telecommunications is a wholly-owned subsidiary of BellSouth
Corporation (BellSouth).

Note B -- Supplemental Cash Flow Information

                                  For the Six Months
                                    Ended June 30,
                                    1997       1996
                                            
    Cash Paid For:                          
                                            
      Income taxes                 $ 695      $ 498
      Interest                     $ 254      $ 296


Note C -- South Carolina Regulatory Settlement

On April 29, 1997, BellSouth Telecommunications, the South Carolina
Public Service Commission and other parties to proceedings related
to claims of alleged overearnings for the years 1992 through 1994
agreed on a settlement.  Under the terms of the settlement,
BellSouth Telecommunications will pay approximately $72 to its
customers.  Accordingly, in the second quarter of 1997, BellSouth
Telecommunications reduced operating revenues by approximately $72
($47 after tax) in connection with the settlement.

                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
                   SELECTED OPERATING DATA
                         (Unaudited)
                              
                                                    Percent Change
                                                  1997 vs.  1996 vs.
                                            1997    1996      1995

Network Access Lines in Service at June 30 (Thousands)(a):
By Type:                                                    
  Residence                                15,511    3.8%      3.5%
  Business                                  6,936    6.4       8.7
  Other                                       270    3.1       2.3
       Total Access Lines                  22,717    4.6       5.0
                                                             
By State:                                                    
  Florida                                   6,066    5.5      5.4
  Georgia                                   3,887    5.0       7.1
  Tennessee                                 2,605    4.2       4.6
  North Carolina                            2,284    6.0       5.2
  Louisiana                                 2,227    3.5       3.5
  Alabama                                   1,894    3.4       4.1
  South Carolina                            1,375    3.8       4.0
  Mississippi                               1,220    3.1       3.5
  Kentucky                                  1,159    3.2       3.6
      Total Access Lines                   22,717    4.6       5.0
                              
                                                  Percent Change for
                                                   the Periods Ended
                                                  1997 vs.  1996 vs.
                                            1997    1996      1995

Access Minutes of Use (Millions)(a)(b):
  Interstate:                                                
   Three months ended March 31             17,721    6.4%      10.1%
   Three months ended June 30              18,552   10.1        8.0
   Six months ended June 30                36,273    8.3        9.0
                                                             
  Intrastate:                                                
   Three months ended March 31              5,552    8.4       13.0
   Three months ended June 30               5,873   12.2        9.3
   Six months ended June 30                11,425   10.3       11.1
                                                             
  Total Access Minutes of Use:                               
   Three months ended March 31             23,273    6.9       10.8
   Three months ended June 30              24,425   10.6        8.3
   Six months ended June 30                47,698    8.8        9.5
                                                             
Toll Messages (Millions)(a):                                 
   Three months ended March 31                230  (18.1)     (24.1)
   Three months ended June 30                 232  (10.5)     (27.0)
   Six months ended June 30                   462  (14.5)     (25.5)
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
            SELECTED OPERATING DATA  (Continued)
                         (Unaudited)

(a)  Prior period operating data are often revised at later dates
to reflect updated information.  The above information reflects the
latest data available for the periods indicated.

(b)   Minutes of Use are classified as either interstate or
intrastate based on the percentage interstate usage factor.  This
factor is updated periodically.

                                         For the Six
                                         Months Ended
                                           June 30,
                                             1997
Ratio of Earnings to Fixed Charges (c)       7.25

(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
                                          June 30,     December 31,
                                            1997           1996
Debt Ratio (d)                              48.2%         49.4%

(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 and previous
               quarterly report on Form 10-Q.

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 90% of BellSouth Telecommunications' Total Operating
Revenues for the six-month periods ended June 30, 1997 and 1996,
respectively, were from wireline services. Charges for local,
access and toll services for the six-month period ended June 30,
1997 accounted for approximately 62%, 33% 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 Six
                                           Months Ended
                                              June 30,
                                          1997      1996
   Net Income                           $ 1,164   $ 1,049

For the six-month period ended June 30, 1997, Net Income increased
by $115 (11.0%).  The increase for the six-month period resulted
primarily from continued strong growth in key business volumes and
expense savings primarily attributable to employee reductions under
BellSouth Telecommunications' work force reduction plan initiated
in 1995.  The increase was partially offset by an after-tax charge
of $47 related to a regulatory settlement in South Carolina (see
Note C to the Consolidated Financial Statements).


Volumes of Business

The total number of access lines in service as of June 30, 1997
increased by approximately 996,000 (4.6%) since June 30, 1996 to
22,717,000, compared to a 5.0% rate of increase for the same period
a year ago.  The 1996 growth rate was positively impacted by pre-
Olympics stimulation, particularly in the business line category.
Business and residence access lines increased by 6.4% and 3.8%,
respectively, compared to growth rates of 8.7% and 3.5% in the same
1996 period. The increase in residence lines includes additional
lines used by customers for home office purposes, access to on-line
computer services, children's phones and other uses. The number of
additional residence lines increased by 396,000 (28.6%) to
1,783,000 and accounted for approximately 69.0% and 39.8% of the
overall increase in residence access lines and total access lines,
respectively, since June 30, 1996.  The growth in all categories of
access lines was primarily attributable to continued economic
improvement 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 3,838 million (8.8%) for the six-month
period ended June 30, 1997, compared to an increase of 9.5% for the
same 1996 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 impacted
negatively 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 six-month period
ended June 30, 1997, toll messages decreased by 78 million (14.5%),
compared to a decrease of 25.5% for the same 1996 period.  The
decrease in 1997 is primarily attributable to increasing
competition from interexchange carriers in the intraLATA toll
market as well as the continuing expansion of local area calling
plans (LACPs).

Competition in the intraLATA toll market coupled with continued
expansion of LACPs will adversely impact future toll message
volumes.  Competition and the effects of expanded 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.

Operating Revenues

Total Operating Revenues increased $259 (3.5%) for the six-month
period ended June 30, 1997 when compared to the corresponding 1996
period.  Excluding a $72 reduction of revenues related to a
regulatory settlement in South Carolina, the increase in operating
revenues for the six-month period would have been 4.5%.  The
components of Total Operating Revenues were as follows:

                                  For the Six              
                                 Months Ended
                                   June 30,
                                1997      1996                  
                                                                     
Local Service                   $ 4,172   $ 3,951                    
Interstate Access                 1,845     1,780                    
Intrastate Access                   404       420                    
Toll                                360       405                    
Other Services                      778       744                    
                                                                     
Total Operating Revenues        $ 7,559   $ 7,300                    

Local Service revenues increased $221 (5.6%) for the six-month
period ended June 30, 1997 as compared to the same 1996 period.
The increase for the period was due primarily to a 4.6% growth in
access lines in service since June 30, 1996.  Also contributing for
the six-month period was an increase of $133 due to higher customer
demand for optional services.  Such increases were partially offset
by rate impacts which reduced revenues by $81 for the six-month
period.  The rate impacts were primarily due to a non-recurring
revenue reduction of $64 related to the local service portion of
the regulatory settlement in South Carolina.

Interstate Access revenues increased $65 (3.7%) for the six-month
period ended June 30, 1997 as compared to the same 1996 period.
The increase for the period was attributable primarily to growth in
minutes of use of 8.3%.  Also contributing were an increase of $45
due to higher demand for special access services and an increase in
end user charges $30 attributable to growth in the number of access
lines.  The increases were partially offset by rate reductions
which decreased revenues $69 for the six-month period.

Intrastate Access revenues decreased $16 (3.8%) for the six-month
period ended June 30, 1997, when compared to the same 1996 period.
The decrease was primarily due to rate impacts of $43.  These rate
impacts included a non-recurring revenue reduction of $8 associated
with the intrastate access portion of the regulatory settlement in
South Carolina. The decrease was partially offset by growth in
minutes of use of 10.3%.

Toll revenues decreased $45 (11.1%) for the six-month period ended
June 30, 1997 when compared to the same prior year period.  The
decrease was primarily attributable to a decline in toll messages
of 14.5% which reflects increased competition and the expansion of
LACPs.

Other Services revenues are principally comprised of revenues from
customer premises equipment (CPE) sales and maintenance services,
cellular interconnect services and other nonregulated services
(primarily inside wire, billing and collection and voice messaging
services).  Other Services revenues increased $34 (4.6%) for the
six-month period ended June 30, 1997 when compared to the same 1996
period.

The increase primarily reflected increased demand and prices for
non-regulated services, higher billing-related fees and higher
revenues associated with fees for services rendered to affiliates.
The increase was substantially offset by the effects in 1996 of
positive rate impacts, as well as the sale of a subsidiary which
performed computer maintenance.

Operating Expenses

Total Operating Expenses increased $53 (1.0%) for the six-month
period ended June 30, 1997 when compared to the same 1996 period.
The components of Total Operating Expenses were as follows:

                                  For the Six              
                                 Months Ended
                                   June 30,
                                1997      1996                  
                                                                     
Depreciation and Amortization $ 1,645   $ 1,607             
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                     2,497     2,544
  Selling, General and                                      
   Administrative               1,284     1,222
                                3,781     3,766             
    Total Operating Expenses  $ 5,426   $ 5,373             

Depreciation and Amortization increased $38 (2.4%) for the six-
month period ended June 30, 1997 compared to the same period in
1996. The increase was due primarily to higher levels of property,
plant and equipment since June 30, 1996 resulting from continued
growth in the customer base and continued modernization of the
network.

Other Operating Expenses are comprised of Cost of Services and
Products and Selling, General and Administrative.  Cost of Services
and Products includes employee and employee-related expenses
associated with network repair and maintenance, material and
supplies expense, cost of tangible goods sold and other expenses
associated with providing services.  Selling, General and
Administrative includes expenses related to sales activities such
as salaries, commissions, benefits, travel, marketing and
advertising expenses and administrative expenses.

Other Operating Expenses increased $15 (0.4%) for the six-month
period ended June 30, 1997 when compared to the same 1996 period.
The increase for the period was primarily attributable to increased
costs associated with higher business volumes and costs related to
initiatives to compete effectively, including new service offerings
and intensified marketing and advertising.  The increase was
partially offset by a reduction of approximately $131 in employee-
related costs in the core wireline business, including expenses for
employee benefits.  The decrease in such employee-related costs
reflected net employee reductions in BellSouth Telecommunications'
telephone operations of approximately 3,700 since June 30, 1996,
partially offset by annual compensation increases for management
and represented employees.  The employee reductions were primarily
attributable to a previously-disclosed work force reduction plan.
The increase in other operating expenses was further offset by the
April 1996 sale of a subsidiary which performed computer
maintenance.


Other Income Statement Items

The other income statement components were as follows:

                                  For the Six
                                 Months Ended
                                    June 30,
                                1997      1996

Interest Expense                $268      $274
Other Income, net                  1        17
Provision for Income Taxes       702       621
                                        

Provision for Income Taxes increased $81 (13.0%) for the six-month
period ended June 30, 1997 when compared to the same 1996 period.
BellSouth Telecommunications' effective tax rates were 37.6% and
37.2% for the six months ended June 30, 1997 and 1996,
respectively.

REGULATORY DEVELOPMENTS AND COMPETITION

Federal Developments

On May 7, 1997, the Federal Communications Commission (FCC) adopted
orders regarding revisions to the Local Exchange Carrier (LEC)
price cap plan, access charge reform and the establishment of a
universal service fund.  The orders on the LEC price cap plan and
access charge reform resulted in access rate reductions and affect
both per-line and per-minute-of-use charges. The access charge
reductions resulted primarily from a FCC-mandated increase in the
price cap productivity factor from 5.3% to 6.5% with no sharing.
The new rates went into effect beginning July 1, 1997 and are
computed as if the 6.5% productivity factor had been in effect when
current rates were set on July 1, 1996.

The order also includes increases in subscriber line charges (SLCs)
and the establishment of a presubscribed interexchange carrier
charge (PICC).  SLCs remain unchanged for primary residential and
single-line business access lines.  SLCs for additional residential
access lines and multi-line business access lines will be permitted
to increase to the lower of cost or $9.00 per line over varying
phase-in schedules beginning in July 1997 and ending in 1999.
PICCs are per-line rates charged to interexchange carriers for
recovery of non-traffic-sensitive costs not covered by SLCs and are
scheduled to begin in 1998.

The universal service order deferred implementation of any changes
to the support mechanisms currently in place to subsidize the
provision of services to high-cost areas until January 1, 1999.
The new support mechanism, when implemented in 1999, will be based
on forward looking economic costs; however, proposed cost models
have yet to be adopted.  A new proceeding was initiated in June
1997 to select a model by the end of 1997 with final FCC action
expected in 1998.

The order also established significant discounts to be provided to
eligible schools, libraries and rural health care providers for all
telecommunications services, internal connections and internet
services.  Industry-wide annual costs of the program are to be
capped at $2,650 and are to be funded out of the universal service
fund. Local and interexchange carriers' contributions to the
education and health care fund would be assessed by the
administrator of the fund on the basis of their intrastate and
interstate end-user revenues.

All of the orders were appealed to the U.S. Court of Appeals and
until all challenges to these orders have been concluded, it will
not be possible to determine the impact that these orders will have
on BellSouth Telecommunications' financial position or annual
operating results or cash flows.

On July 18, 1997, the United States Court of Appeals for the Eighth
Circuit ruled on the appeal of the FCC's August 8, 1996 order
concerning interconnection.  The Court ruled that State Commissions
have exclusive jurisdiction to set prices for local service
interconnection, unbundled network elements and local service
resale without interference by the FCC.  In addition, the Court
vacated other aspects of the Order including the FCC's "pick and
choose" rule which allowed competing local carriers to select terms
from various different interconnection agreements in negotiating
their own interconnection agreements.  The Court also rejected the
Order's requirement that Incumbent Local Exchange Carriers (ILECs)
submit pre-1996 interconnection agreements to the state commissions
for approval and the presumption that any network element that can
be technically unbundled must be unbundled.  Finally, the Court
rejected the requirement that ILECs physically recombine unbundled
network elements for competing local carriers and only required
that such elements be made available for rebundling.

Certain aspects of the Order were upheld by the Court including the
ability of the competing local carriers to recombine network
elements to produce complete telecommunications services without
providing any of their own facilities.  The Court also affirmed the
FCC's classification of operations support systems, operator
services, directory assistance and vertical switching features as
unbundled network elements.  The Court also upheld the FCC's
definition of "technically feasible" interconnection to exclude all
economic considerations.  Finally, the Court declined to rule on
whether or not the Total Element Long Run Incremental Cost (TELRIC)
pricing methodology was inconsistent with the statutes leaving the
state commissions to rule on that decision.

A final order has not yet been issued by the Court.  Until such
time as a final order is issued, it will not be possible to
determine what, if any, challenges to the Order will be made.
BellSouth Telecommunications has not yet determined what impact the
Order will have on its financial position or annual operating
results or cash flows.




State Developments

South Carolina Regulatory Settlement

See Note C to the Consolidated Financial Statements.


OTHER MATTERS

Competitive Local Exchange Carrier

BellSouth has announced plans to form a competitive local exchange
carrier (CLEC) that would operate as a subsidiary separate from
BellSouth Telecommunications.  Subject to regulatory approval in
the states in which it intends to provide service, the BellSouth
CLEC would have the same flexibility as other non-affiliated
carriers to bundle and resell services provided by ILECs, including
BellSouth Telecommunications, and other telecommunications service
providers.  The BellSouth CLEC plans to compete for customers
within the local wireline territory of BellSouth Telecommunications
and elsewhere.



                              
                              
                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)


August 12, 1997

                        EXHIBIT INDEX

Exhibit
Number


12   Computation of Ratio of Earnings to Fixed Charges.

27   Financial Data Schedule.