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 September 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          
           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               13
        Regulatory Developments and Competition        13
            Federal Developments                       13
            State Developments                         14
     
                        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   For the Nine Months
                               Ended September 30,    Ended September 30,
                                 1997        1996       1997       1996
Operating Revenues:                                             
 Local service                 $  2,143    $  2,061   $  6,315   $  6,012
 Interstate access                  916         892      2,761      2,672
 Intrastate access                  197         207        601        627
 Toll                               189         195        549        600
 Other                              428         405      1,206      1,149
  Total Operating Revenues        3,873       3,760     11,432     11,060
                                                                
Operating Expenses:                                             
 Cost of services and                                            
  products                        1,319       1,310      3,816      3,854
 Depreciation and                                                
  amortization                      837         820      2,482      2,427
 Selling, general and                                            
  administrative                    731         699      2,015      1,921
   Total Operating Expenses       2,887       2,829      8,313      8,202
                                                                
Operating Income                    986         931      3,119      2,858
                                                                
Interest Expense                    133         136        401        410
Other Income, net                     3           -          4         17
                                                                
Income Before Income Taxes          856         795      2,722      2,465
Provision for Income Taxes          320         298      1,022        919
                                                                
Net Income                     $    536    $    497   $  1,700   $  1,546
                                                                
Retained Earnings:                                              
   At beginning of period      $  1,039    $    773   $    870   $    555
   Add: Net Income                  536         497      1,700      1,546
   Deduct: Dividends declared      (488)       (436)    (1,483)    (1,267)
   At end of period            $  1,087    $    834   $  1,087   $    834
                                                                
    The accompanying notes are an integral part of these consolidated
                          financial statements.

             BELLSOUTH TELECOMMUNICATIONS, INC.
                 CONSOLIDATED BALANCE SHEETS
                        (In Millions)
                                     
                                              September 30,   December 31,
                                                   1997           1996
ASSETS                                         (Unaudited)                
 Current Assets:                                                          
  Cash and cash equivalents                   $      56       $     100
  Accounts receivable, net of allowance for                   
   uncollectibles of $103 and $67                 2,792           2,807
  Material and supplies                             260             327
  Other current assets                              262             355
    Total Current Assets                          3,370           3,589
                                                              
 Investments and Advances                           330             297
 Property, Plant and Equipment:                                
  Property, Plant and Equipment                  47,327          45,762
  Accumulated Depreciation                       28,519          27,023
    Property, Plant and Equipment, net           18,808          18,739
                                                              
 Deferred Charges and Other Assets                  593             413
                                                              
  Total Assets                                $  23,101       $  23,038
                                                              
LIABILITIES AND SHAREHOLDER'S EQUITY                          
 Current Liabilities:                                         
  Debt maturing within one year               $   1,599       $   1,435
  Accounts payable                                1,168           1,126
  Other current liabilities                       2,314           2,194
    Total Current Liabilities                     5,081           4,755
                                                              
 Long-Term Debt                                   6,102           6,671
 Deferred Credits and Other Liabilities:                      
  Accumulated deferred income taxes               1,149           1,079
  Unamortized investment tax credits                228             278
  Other liabilities and deferred credits          2,074           2,004
    Total Deferred Credits and Other                          
      Liabilities                                 3,451           3,361
 Shareholder's Equity:                                        
  Common stock, one share, no par value           7,380           7,381
  Retained earnings                               1,087             870
    Total Shareholder's Equity                    8,467           8,251
                                                              
  Total Liabilities and Shareholder's Equity  $  23,101       $  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 Nine Months
                                                        Ended September 30,
                                                          1997       1996
Cash Flows from Operating Activities:                              
 Net income                                            $ 1,700     $ 1,546
 Adjustments to net income:                                        
  Depreciation and amortization                          2,482       2,427
  Provision for uncollectibles                             126         101
  Deferred income taxes and unamortized                            
    investment tax credits                                 111         (74)
  Net change in:                                                   
   Accounts receivable and other current assets            (83)         55
   Accounts payable and other current liabilities          144        (309)
   Deferred charges and other assets                      (179)       (213)
   Deferred credits and other liabilities                   70         111
  Other reconciling items, net                               2         (61)
    Net cash provided by operating activities            4,373       3,583
                                                                   
Cash Flows from Investing Activities:                              
 Capital expenditures                                   (2,504)     (2,443)
 Other investing activities, net                             6           3
    Net cash used for investing activities              (2,498)     (2,440)
                                                                   
Cash Flows from Financing Activities:                              
 Proceeds from short-term borrowings                    10,483      11,938
 Repayment of short-term borrowings                    (10,940)    (12,355)
 Repayment of long-term debt                                --        (485)
 Advances from parent and affiliates                       247         355
 Repayment of advances from parent and affiliates         (228)       (364)
 Dividends paid to parent                               (1,479)     (1,263)
 Other financing activities, net                            (2)         34
    Net cash used for financing activities              (1,919)     (2,140)
                                                                   
Net Decrease in Cash and Cash Equivalents                  (44)       (997)
Cash and Cash Equivalents at Beginning of Period           100       1,084
Cash and Cash Equivalents at End of Period             $    56     $    87
                                                                   
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).  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 reports on Form 10-Q. BellSouth
Telecommunications is a wholly-owned subsidiary of BellSouth
Corporation (BellSouth).

Note B -- Supplemental Cash Flow Information

                                  For the Nine Months
                                  Ended September 30,
                                    1997       1996
                                            
    Cash Paid For:                          
                                            
      Income taxes                 $ 973      $ 859
                                            
      Interest                     $ 366      $ 402


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 $72 to its customers in 1997, 
$52 of which has been paid as of September 30, 1997.  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 September 30 (Thousands)(a):
By Type:                                                    
  Residence                                15,666    4.2%      3.4%
  Business                                  7,030    5.9       8.5
  Other                                       272    3.4       3.5
       Total Access Lines                  22,968    4.7       4.9
                                                            
By State:                                                    
  Florida                                   6,146    5.7       5.5
  Georgia                                   3,943    5.5       6.5
  Tennessee                                 2,612    3.5       4.7
  North Carolina                            2,317    5.7       5.2
  Louisiana                                 2,251    3.7       3.5
  Alabama                                   1,915    3.7       3.8
  South Carolina                            1,388    3.7       4.1
  Mississippi                               1,228    3.3       3.2
  Kentucky                                  1,168    3.4       3.4
      Total Access Lines                   22,968    4.7       4.9
                              
                                                  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
   Three months ended September 30         18,524    9.2        8.0
   Nine months ended September 30          54,797    8.6        8.7
                                                             
  Intrastate:                                                
   Three months ended March 31              5,552    8.4       13.0
   Three months ended June 30               5,873   12.2        9.3
   Three months ended September 30          5,964   11.5        9.5
   Nine months ended September 30          17,389   10.7       10.5
                                                            
  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
   Three months ended September 30         24,488    9.7        8.3
   Nine months ended September 30          72,186    9.1        9.1
                                                            
Toll Messages (Millions)(a):                                 
   Three months ended March 31                230  (18.1)     (24.1)
   Three months ended June 30                 232  (10.5)     (26.7)
   Three months ended September 30            224  (10.9)     (23.6)
   Nine months ended September 30             686  (13.3)     (24.8)
                              
(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 Nine
                                         Months Ended
                                        September 30,
                                             1997

Ratio of Earnings to Fixed Charges (c)       7.04

(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
                                        September 30,  December 31,
                                            1997           1996

Debt Ratio (d)                              47.5%         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 reports 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 89% and 90% of BellSouth Telecommunications' Total Operating
Revenues for the nine-month periods ended September 30, 1997 and
1996, respectively, were from wireline services. Charges for local,
access and toll services for the nine-month period ended September
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 Nine
                                           Months Ended
                                           September 30,
                                          1997      1996

   Net Income                           $ 1,700   $ 1,546

For the nine-month period ended September 30, 1997, Net Income
increased by $154 (10%).  The increase for the nine-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 which was recorded during the second quarter of 1997 (see
Note C to the Consolidated Financial Statements).


Volumes of Business

The total number of access lines in service as of September 30,
1997 increased by approximately 1,025,000 (4.7%) since September
30, 1996 to 22,968,000, compared to a 4.9% rate of increase for the
same 1996 period.  The 1996 growth rate was positively impacted by
Olympics stimulation, particularly in the business line category.
Furthermore, overall access line and business access line growth
rates in 1997 have been negatively impacted by disconnection
activity occurring subsequent to the Olympics.  Business and
residence access lines increased by 5.9% and 4.2%, respectively,
compared to growth rates of 8.5% and 3.4% in the same 1996 period.
The increase in residence lines includes additional lines used by
existing customers for home office purposes, access to on-line
computer services, children's phones and other uses. The number of
such additional residence lines increased by 396,000 (26.9%) to
1,870,000 and accounted for approximately 63.4% and 38.6% of the
overall increase in residence access lines and total access lines,
respectively, since September 30, 1996.  The growth in all
categories of 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 6,011 million (9.1%) for the nine-month
period ended September 30, 1997, compared to an increase of 9.1%
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 nine-month
period ended September 30, 1997, toll messages decreased by 105
million (13.3%), compared to a decrease of 24.8% 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 $372 (3.4%) for the nine-month
period ended September 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 would have been 4.0%.  The components of Total Operating
Revenues were as follows:

                                 For the Nine              
                                 Months Ended
                                 September 30,
                                1997      1996                  
                                                                     
Local Service                   $ 6,315   $ 6,012                    
Interstate Access                 2,761     2,672                    
Intrastate Access                   601       627                    
Toll                                549       600                    
Other Services                    1,206     1,149                    
                                                                     
Total Operating Revenues        $11,432   $11,060                    

Local Service revenues increased $303 (5.0%) for the nine-month
period ended September 30, 1997 as compared to the same 1996
period.  The increase for the period was due primarily to a 4.7%
growth in access lines in service since September 30, 1996.  Also
contributing was an increase of $197 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 $192 primarily due to revenue sharing accruals recorded 
in the nine-month period.  The rate impacts also included a 
non-recurring revenue reduction of $64 related to the local service 
portion of the regulatory settlement in South Carolina.

Interstate Access revenues increased $89 (3.3%) for the nine-month
period ended September 30, 1997 as compared to the same 1996
period.  The increase for the period was attributable primarily to
growth in minutes of use of 8.6%.  Also contributing were an
increase of $60 due to higher demand for special access services
and an increase in end-user charges of $63 attributable to growth
in the number of access lines.  The increases were partially offset
by rate reductions which decreased revenues by $114.

Intrastate Access revenues decreased $26 (4.1%) for the nine-month
period ended September 30, 1997, when compared to the same 1996
period. The decrease was primarily due to rate reductions of $71
including a revenue reduction 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 10.7%.

Toll revenues decreased $51 (8.5%) for the nine-month period ended
September 30, 1997 when compared to the same 1996 period.  The
decrease was primarily attributable to a decline in toll messages
of 13.3%.  The decrease was partially offset by charges to
interexchange carriers beginning in the second quarter of 1997 for
toll messages originating on BellSouth Telecommunications' public
telephones.

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 $57 (5.0%) for the
nine-month period ended September 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 partially 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 $111 (1.4%) for the nine-month
period ended September 30, 1997 when compared to the same 1996
period. The components of Total Operating Expenses were as follows:

                                   For the Nine
                                   Months Ended
                                   September 30,
                                  1997      1996

Depreciation and Amortization   $ 2,482   $ 2,427

Other Operating Expenses:
  Cost of Services and
    Products                      3,816     3,854
  Selling, General and
    Administrative                2,015     1,921
                                  5,831     5,775
    Total Operating Expenses    $ 8,313   $ 8,202

Depreciation and Amortization increased $55 (2.3%) for the nine-
month period ended September 30, 1997 compared to the same 1996
period. The increase was due primarily to higher levels of
property, plant and equipment since September 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 $56 (1.0%) for the nine-month
period ended September 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 competitive initiatives, including new service offerings
and intensified marketing and advertising.  The increase was
partially offset by a reduction of approximately $160 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 3,400 since September 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 Nine
                                  Months Ended
                                  September 30,
                                1997        1996
Interest Expense              $  401       $ 410
Other Income, net                  4          17
Provision for Income Taxes     1,022         919

Provision for Income Taxes increased $103 (11.2%) for the nine-
month period ended September 30, 1997 when compared to the same
1996 period. BellSouth Telecommunications' effective tax rates were
37.5% and 37.3% for the nine months ended September 30, 1997 and
1996, respectively.

REGULATORY DEVELOPMENTS AND COMPETITION

Federal Developments

FCC Interconnection Order

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
FCC'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.

Subsequent to the Court's ruling, competing local carriers filed a
petition for rehearing of the Court's rejection of the requirement
that ILECs physically recombine unbundled network elements.  The
competing local carriers argued that a separate section of the
FCC's Order not addressed by the Court's ruling required the ILECs
to rebundle unbundled network elements.  The ILECs separately
sought a petition for rehearing requesting that the contradictory
section of the FCC's Order be vacated.  On October 14, 1997, the
court decided in favor of the ILEC's petition and concluded the
rehearing period.  Parties to the proceeding now have 90 days to
appeal the Court's ruling to the U.S. Supreme Court.



State Developments

Tennessee Price Regulation Plan

In 1995, a law was enacted which allowed qualified service
providers to elect price regulation.  BellSouth Telecommunications
elected price regulation under which the prices for basic services
and call waiting service are to be capped for four years, after
which prices may be changed in accordance with an inflation-based
formula.  Prices for services other than basic services may be
adjusted based on an inflation-based formula.

In order to implement the price regulation election, the Tennessee
Public Service Commission required BellSouth Telecommunications to
reduce prices by approximately $56 million on an annual basis.
BellSouth Telecommunications appealed to the Tennessee Court of
Appeals.  The Court stayed implementation of both the rate
reduction and price regulation plan pending further consideration
of the issues.  On October 1, 1997, the Court vacated the sections
of the order requiring the rate reduction and remanded the order to
the Tennessee Regulatory Authority (successor to the Tennessee
Public Service Commission) with an instruction to approve the price
regulation plan.

                              
                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:

      Date of Event           Subject

      October 6, 1997         Form T-1's for Potential Trustees

                          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)


November 13, 1997

                        EXHIBIT INDEX

Exhibit
Number


12   Computation of Ratio of Earnings to Fixed Charges.

27   Financial Data Schedule.