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, 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                        8
     
 2.  Management's Discussion and Analysis of            
     Results of Operations                             10
        Results of Operations                          10
            Volumes of Business                        11
            Operating Revenues                         12
            Operating Expenses                         13
            Other Income Statement Items               13
        Regulatory Developments and Competition        14
            State Developments                         14
        Other Matters                                  15
        Safe Harbor Statement                          16
     
                        Part II                         
 6.  Exhibits and Reports on Form 8-K                  17


               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,
                                 1998        1997       1998       1997
Operating Revenues:                                             
Local service                 $  2,345    $  2,068   $  4,607   $  4,172
Interstate access                  960         928      1,905      1,845
Intrastate access                  200         186        406        404
Toll                               177         186        352        360
Other                              454         386        886        778
Total Operating Revenues         4,136       3,754      8,156      7,559
                                                                
Operating Expenses:                                             
Cost of services and                                            
 products                        1,381       1,292      2,717      2,497
Depreciation and                                                
 amortization                      836         826      1,662      1,645
Selling, general and                                            
 administrative                    740         654      1,375      1,284
Total Operating Expenses         2,957       2,772      5,754      5,426
                                                                
Operating Income                 1,179         982      2,402      2,133
                                                                
Interest Expense                   144         134        277        268
Other Income (Expense), net          2          (1)         4          1
                                                                
Income Before Income Taxes       1,037         847      2,129      1,866
Provision for Income Taxes         393         316        802        702
                                                                
Net Income                    $    644    $    531   $  1,327   $  1,164
                                                                
Retained Earnings:                                              
   At beginning of period     $  1,270    $  1,012   $  1,140   $    870
   Add: Net Income                 644         531      1,327      1,164
   Deduct: Dividends Declared     (662)       (504)    (1,215)      (995)
   At end of period           $  1,252    $  1,039   $  1,252   $  1,039
                                                                
                                     
    The accompanying notes are an integral part of these consolidated
                          financial statements.
                              
             BELLSOUTH TELECOMMUNICATIONS, INC.
                 CONSOLIDATED BALANCE SHEETS
                        (In Millions)
                                     
                                                June 30,    December 31,
                                                  1998          1997
ASSETS                                        (Unaudited)               
 Current Assets:                                                        
  Cash and cash equivalents                   $     376     $      49
  Accounts receivable, net of allowance for                 
   uncollectibles of $120 and $108                2,754         2,951
  Material and supplies                             275           259
  Other current assets                              190           163
    Total Current Assets                          3,595         3,422
                                                            
 Investments and Advances                           304           299
 Property, Plant and Equipment:                              
  Property, plant and equipment                  49,137        47,868
  Accumulated depreciation                       30,238        29,015
    Property, Plant and Equipment, net           18,899        18,853
                                                            
 Deferred Charges and Other Assets                  823           652
                                                            
  Total Assets                                $  23,621     $  23,226
                                                            
LIABILITIES AND SHAREHOLDER'S EQUITY                        
 Current Liabilities:                                       
  Debt maturing within one year               $   1,763     $   2,516
  Accounts payable                                1,175         1,116
  Other current liabilities                       2,196         2,217
    Total Current Liabilities                     5,134         5,849
                                                            
 Long-Term Debt                                   6,482         5,489

 Deferred Credits and Other Liabilities:                    
  Accumulated deferred income taxes               1,144         1,114
  Unamortized investment tax credits                190           213
  Other liabilities and deferred credits          2,012         2,033
    Total Deferred Credits and Other                        
      Liabilities                                 3,346         3,360
 Shareholder's Equity:                                      
  Common stock, one share, no par value           7,407         7,388
  Retained earnings                               1,252         1,140
    Total Shareholder's Equity                    8,659         8,528
                                                            
  Total Liabilities and Shareholder's Equity  $  23,621     $  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 Six Months
                                                          Ended June 30,
                                                          1998       1997
Cash Flows from Operating Activities:                              
 Net income                                             $1,327      $1,164
 Adjustments to net income:                                        
  Depreciation and amortization                          1,662       1,645
  Provision for uncollectibles                              68          76
  Deferred income taxes and unamortized                            
    investment tax credits                                  22           3
 Net change in:                                                    
  Accounts receivable and other current assets              61         (88)
  Accounts payable and other current liabilities            18         137
  Deferred charges and other assets                       (177)       (129)
  Deferred credits and other liabilities                   (21)          3
 Other reconciling items, net                               50         (12)
    Net cash provided by operating activities            3,010       2,799
                                                                   
Cash Flows from Investing Activities:                              
 Capital expenditures                                   (1,723)     (1,549)
 Other investing activities, net                            27           7
    Net cash used for investing activities              (1,696)     (1,542)
                                                                   
Cash Flows from Financing Activities:                              
 Net repayments of short-term borrowings                  (232)       (233)
 Proceeds from long-term debt                              994           -
 Repayment of long-term debt                              (571)          -
 Advances from parent and affiliates                       288         123
 Repayments of advances from parent and affiliates        (289)       (127)
 Dividends paid to parent                               (1,202)       (976)
 Other financing activities, net                            25          (1)
    Net cash used for financing activities                (987)     (1,214)
                                                                   
Net Increase in Cash and Cash Equivalents                  327          43
Cash and Cash Equivalents at Beginning of Period            49         100
Cash and Cash Equivalents at End of Period             $   376     $   143
                                                                   
                                      
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,
                                    1998       1997
                                            
    Cash Paid For:                          
                                            
      Income taxes                 $ 639      $ 695
                                            
      Interest                     $ 266      $ 254


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



Note C -- South Carolina Regulatory Settlement

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


Note D -- Issuance of Debt

In June 1998, BellSouth Telecommunications issued $500 of 6 3/8%
Debentures, due June 1, 2028 and $500 of 6% Reset Put Securities,
due June 15, 2012.  The purpose of these issues was to refinance
$500 aggregate principal amount of BellSouth Telecommunications' 5
1/4% Notes, which matured on June 8, 1998, and to provide for
general corporate purposes, including the refinancing of commercial
paper.

In conjunction with the issuance of the 6% Reset Put Securities,
BellSouth Telecommunications entered into an interest rate swap
agreement.  Under the agreement, BellSouth Telecommunications will
pay a variable rate which is based on LIBOR and will receive a
fixed rate of 6% in return. The LIBOR-based rate in effect at June
30, 1998 was 5.782%. The agreement calls for periodic interim
settlements and expires June 15, 2002.






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

Network Access Lines in Service 
  at June 30 (Thousands)(a):

By Type:                                                    
  Residence                                16,182    4.3%     3.8%
  Business                                  7,204    3.9      6.4
  Other                                       274    1.5      3.1
       Total Access Lines                  23,660    4.2      4.6
                                                            
By State:                                                   
  Florida                                   6,363    4.9      5.5
  Georgia                                   4,086    5.1      5.0
  Tennessee                                 2,658    2.0      4.2
  North Carolina                            2,394    4.8      6.0
  Louisiana                                 2,317    4.1      3.5
  Alabama                                   1,948    2.9      3.4
  South Carolina                            1,432    4.1      3.8
  Mississippi                               1,266    3.8      3.1
  Kentucky                                  1,196    3.2      3.2
      Total Access Lines                   23,660    4.2      4.6
                              
                                                  Percent Change for
                                                   the Periods Ended
                                                  1998 vs.  1997 vs.
                                            1998    1997      1996

Access Minutes of Use (Millions)(a)(b):
  Interstate:                                               
    Three months ended March 31            18,998    7.2%      6.4%
    Three months ended June 30             19,804    6.8      10.1
    Six months ended June 30               38,802    7.0       8.3
                                                            
  Intrastate:                                               
    Three months ended March 31             6,084    9.6       8.4
    Three months ended June 30              6,436    9.6      12.2
    Six months ended June 30               12,520    9.6      10.3
                                                            
  Total Access Minutes of Use:                              
    Three months ended March 31            25,082    7.8       6.9
    Three months ended June 30             26,240    7.4      10.6
    Six months ended June 30               51,322    7.6       8.8
                                                            
Toll Messages (Millions)(a):                                
    Three months ended March 31               201  (12.4)    (18.1)
    Three months ended June 30                201  (13.3)    (10.5)
    Six months ended June 30                  402  (12.8)    (14.5)
                              
             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,
                                             1998
Ratio of Earnings to Fixed Charges (c)       7.97

(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,
                                            1998           1997
Debt Ratio (d)                              48.6%         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 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 89% and 90% of BellSouth Telecommunications' Total
Operating Revenues for the six-month periods ended June 30, 1998
and 1997, respectively, were from wireline services. Charges for
local, access and toll services for the six-month period ended June
30, 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 (CPE) and other nonregulated services.


                    RESULTS OF OPERATIONS
                              
                                            For the Six
                                           Months Ended
                                              June 30,
                                          1998      1997
   Net Income                            $1,327    $1,164
                              
For the six-month period ended June 30, 1998, Net Income increased
by $163 (14.0%).  The increase for the six-month period resulted
primarily from continued strong growth in key business volumes. In
addition, net income for the 1997 period was reduced 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, 1998
increased by approximately 943,000 (4.2%) since June 30, 1997 to
23,660,000, compared to a 4.6% rate of increase for the same 1997
period. The growth in access lines continues to reflect economic
growth in the Southeast and successful marketing programs.
Business and residence access lines increased by 3.9% and 4.3%,
respectively, compared to growth rates of 6.4% and 3.8% 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. In
addition to strong economic growth in the region, the growth rate
for residential access lines reflects demand related to 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 286,000 (16.0%) to 2,070,000 and
accounted for approximately 42.6% and 30.3% of the overall increase
in residence access lines and total access lines, respectively,
since June 30, 1997.
                              
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 3,624 million (7.6%) for the six-month
period ended June 30, 1998 compared to an increase of 8.8% for the
same 1997 period.  The increase in total 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).
However, 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 such as high-capacity data and digital transmission
services.
                              
Toll messages are comprised of Message Telecommunications Service
and Wide Area Telecommunications Service.  For the six-month period
ended June 30, 1998, toll messages decreased by 59 million (12.8%)
compared to a decrease of 14.5% 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 $597 (7.9%) for the six-month
period ended June 30, 1998 when compared to the corresponding 1997
period. Excluding a $72 reduction of revenues related to a
regulatory settlement in South Carolina, recorded in 1997, the
increase in total operating revenues for the six-month period would
have been 6.9%.  The components of Total Operating Revenues were as
follows:
                              
                                  For the Six              
                                 Months Ended
                                   June 30,
                                1998      1997                  
                                                                     
Local Service                   $ 4,607   $ 4,172                    
Interstate Access                 1,905     1,845                    
Intrastate Access                   406       404                    
Toll                                352       360                    
Other Services                      886       778                    
                                                                     
Total Operating Revenues        $ 8,156   $ 7,559                    

Local Service revenues increased $435 (10.4%) for the six-month
period ended June 30, 1998 as compared to the same 1997 period.
The increase for the period was due primarily to a 4.2% growth in
access lines in service since June 30, 1997, an increase of $116
due to higher customer demand for optional services, such as custom
calling features, and an increase in revenues from the provision of
data and digital services. Also contributing to the overall
increase in revenues were net rate impacts of $74.  Such rate
impacts were due primarily to a non-recurring revenue reduction of
$64, related to the local service portion of the regulatory
settlement in South Carolina, which was recorded during 1997.

Interstate Access revenues increased $60 (3.3%) for the six-month
period ended June 30, 1998 as compared to the same 1997 period.
The increase was primarily due to an $82 increase in special access
revenues and an increase in end-user charges attributable to an
increase in access lines.  Special access charges are comprised
primarily of revenues from the provision of data and digital
services.   These increases were partially offset by rate
reductions which decreased revenues by $53.

Intrastate Access revenues remained relatively flat for the six-
month period ended June 30, 1998 when compared to the same 1997
period. The increase was primarily due to growth in minutes of use
of 9.6%.  The increase was offset by rate reductions of $39.

Toll revenues decreased $8 (2.2%) for the six-month period ended
June 30, 1998 when compared to the same 1997 period.  The decrease
was primarily attributable to a decline in toll messages of 12.8%.
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 as
well as increased revenues from the provision of digital
transmission services.

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 $108 (13.9%) for the six-month period
ended June 30, 1998 when compared to the same 1997 period.  The
increase primarily reflected increased demand and prices for
nonregulated services.

Operating Expenses

Total Operating Expenses increased $328 (6.0%) for the six-month
period ended June 30, 1998 when compared to the same 1997 period.
The components of Total Operating Expenses were as follows:

                                  For the Six              
                                 Months Ended
                                   June 30,
                                1998      1997                  
                                                                     
Depreciation and Amortization $1,662    $1,645              
                                                            
Other Operating Expenses:                                   
  Cost of Services and                                      
   Products                    2,717     2,497
  Selling, General and                                      
   Administrative              1,375     1,284
                               4,092     3,781              
    Total Operating Expenses  $5,754    $5,426              

Other Operating Expenses increased $311 (8.2%) for the six-month
period ended June 30, 1998 when compared to the same 1997 period.
The increase for the period was primarily attributable to increased
labor costs, other increased costs associated with higher business
volumes, payments to the Universal Service Fund and costs related
to compliance with the Telecommunications Act of 1996.

Other Income Statement Items

The other income statement components were as follows:

                                  For the Six
                                 Months Ended
                                    June 30,
                                1998      1997

Interest Expense               $ 277     $ 268
Other Income, net                  4         1
Provision for Income Taxes       802       702
                                        

Provision for Income Taxes increased $100 (14.2%) for the six-month
period ended June 30, 1998 when compared to the same 1997 period.
BellSouth Telecommunications' effective tax rates were 37.7% and
37.6% for the six months ended June 30, 1998 and 1997,
respectively.

           REGULATORY DEVELOPMENTS AND COMPETITION


State Developments

Reciprocal Compensation for Internet Traffic. Numerous Competitive
Local Exchange Carriers (CLECs) claim entitlement from Incumbent
Local Exchange Carriers (ILECs), including BellSouth
Telecommunications, for reciprocal compensation to the CLECs for
calls originating on the ILEC's networks and connecting with
internet service providers served by the CLEC's networks.  The
CLECs have asserted that such reciprocal compensation is provided
for in interconnection agreements between the CLECs and the ILECs.
The ILECs have denied any liability for this form of compensation.
The courts and state commissions that have considered the matter
have ruled against the ILECs with respect to calls to internet
service providers.  The FCC is considering the underlying
jurisdictional issue and is expected to issue a decision.  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 Telecommunications.




Tennessee. In 1995, BellSouth Telecommunications elected price
regulation under an incentive regulation plan whereby prices for
basic services and Call Waiting services are to be capped for four
years, after which prices may be changed in accordance with an
inflation-based formula.

As a condition to implementing price regulation, the Tennessee
Public Service Commission ordered BellSouth Telecommunications to
reduce prices by approximately $56 on an annual basis. BellSouth
Telecommunications appealed to the Tennessee Court of Appeals. In
October 1997, the court vacated the order requiring the rate
reduction and remanded the case to the Tennessee Regulatory
Authority (TRA) (the successor to the Tennessee Public Service
Commission) with instructions to approve the price regulation plan.
In January 1998, the TRA and the Consumer Advocate filed an
application for permission to appeal to the Tennessee Supreme
Court.  In June 1998, the Tennessee Supreme Court denied the
application for appeal.  BellSouth Telecommunications' application
for price regulation is currently pending before the TRA.

In early 1998, a bill was introduced in the Tennessee legislature
that would impose significant new restrictions on companies
electing price regulation. The bill included proposals to require
companies to make substantial refunds to customers prior to
operating under price regulation and to have initial rates for
price regulation purposes established by means of a traditional
rate of return earnings investigation. Efforts to adopt such a bill
failed in committee.



                        OTHER MATTERS

Accounting for Derivative Instruments and Hedging Activities.  In
June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities".
The standard requires that all derivative instruments (1) be
recognized as assets or liabilities and (2) be adjusted to fair
value each period.  SFAS No. 133 requires adoption by BellSouth
Telecommunications no later than January 1, 2000.  BellSouth
Telecommunications is currently assessing the impact that adoption
of SFAS No. 133 will have on its results of operations and
financial condition and is undecided as to the date the standard
will be adopted.

Year 2000 Compliance. BellSouth has initiated a company-wide
program to identify and address issues associated with the ability
of its date-sensitive information, telephony and business systems
as well as certain equipment to properly recognize the Year 2000 in
order to avoid interruption of the operation of these systems as a
result of the century change on January 1, 2000. The program is
also designed to assess the impact on BellSouth Telecommunications
of the readiness of other entities with which BellSouth
Telecommunications does business.

Inability to reach substantial Year 2000 compliance in BellSouth
Telecommunications' systems and integral third party systems could
result in interruption of telecommunications services, interruption
or failure of BellSouth Telecommunications' customer billing,
operating and other information systems and failure of certain date-
sensitive equipment. Such failures could result in substantial
claims by customers and/or loss of revenue due to service
interruption, delays in BellSouth Telecommunications' ability to bill 
its customers accurately and timely, and increased expenses associated 
with litigation, stabilization of operations following such failures or
execution of contingency plans.

The Year 2000 program is being conducted by a management team that
is coordinating the efforts of internal resources as well as third
party network providers and vendors in identifying and making
necessary changes to BellSouth Telecommunications' systems
hardware, software and date-sensitive equipment. Some of the
changes necessary in BellSouth Telecommunications' operations are
being made as a part of ongoing systems upgrades.

BellSouth Telecommunications plans to have all Year 2000 compliance
conversion and initial testing for its most critical systems
completed by the end of 1998 and to complete intersystem testing
and deployment by mid-1999.

Over the years, BellSouth Telecommunications has developed numerous
contingency plans for conducting its business operations in the
event of crises including system outages or natural disasters. As a
part of its Year 2000 compliance efforts, it is reviewing its
contingency plans to ensure they adequately address Year 2000
issues that might arise. BellSouth Telecommunications' operational
systems, such as billing, accounting, etc., are also being
addressed in the endeavor.  BellSouth Telecommunications is a
member, together with other large telecommunications companies, in
an industry group which is addressing the Year 2000 issue and
related contingency plans.

Some of the costs associated with BellSouth Telecommunications'
Year 2000 compliance efforts were incurred in 1997, and the
remainder has been or will be incurred during 1998 and 1999. BellSouth
Telecommunications estimates the costs of these efforts will be
between $75 to $150 over the life of the project. BellSouth
Telecommunications intends to continually reassess the estimated
costs and status of Year 2000 remediation efforts.

BellSouth Telecommunications currently anticipates that the mission
critical systems that it controls in its operations will be Year 
2000 compliant by January 1, 2000.  However, no assurance can be given 
that unforeseen circumstances will not arise during the performance of
the testing and deployment phases which would adversely affect the
Year 2000 compliance status of BellSouth Telecommunications'
systems.  Furthermore, the Year 2000 compliance status of integral
third party networks is not yet fully known.  As a result,
BellSouth Telecommunications is unable to determine the impact that
any system interruption would have on BellSouth Telecommunications'
results of operations, financial position and cash flows.

CWA Working Agreement.  On August 8, 1998, BellSouth
Telecommunications reached a tentative agreement with the
Communications Workers of America (CWA) on new three-year
contracts covering approximately 46,000 employees.  The contracts,
which are subject to ratification by CWA members, include basic
wage increases totaling 12.39% over the three years covered by the
contracts.  In addition, the agreement provides for a standard award of
between 2% and 2.5% of base salary and overtime compensation which is
subject to adjustment based on company performance measures for
plan years 1999 and 2000.  Other terms of the agreement include
pension band increases and pension plan cash balance improvements
for active employees.


                    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 identification and completion of Year 2000 software
and hardware revisions by BellSouth Telecommunications and entities
with which it does business.  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:

     Date of Event       Subject

     June 22, 1998       Supplemental Indenture dated June 22, 1998
                         and Underwriting Agreement dated June 17,
                         1998 filed as exhibits to Registration
                         Statements No. 33-63661 and 333-00649.


                          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, 1998

                        EXHIBIT INDEX

Exhibit
Number


12   Computation of Ratio of Earnings to Fixed Charges.

27   Financial Data Schedule.