As Filed:
                                                                 
                                           Registration No. 333 -
                                                                 
8
                                
                                
               Securities and Exchange Commission
                     Washington, D.C.  20549
                                
             _______________________________________
                                
                            Form S-8
                     Registration Statement
                              Under
                   The Securities Act of 1933
                                
             _______________________________________
                                
                      BellSouth Corporation

          A Georgia                     I.R.S. Employer
          Corporation                   No. 58-1533433

                   1155 Peachtree Street, N.E.
                  Atlanta, Georgia  30309-3610
                  Telephone Number 404 249-2000
                                
         ______________________________________________
                                
                      BellSouth Corporation
                    Compensation Deferral Plan
                                
         _______________________________________________

                       Agent for Service:

                        Keith B. Breeden
                      BellSouth Corporation
                         15G03 Campanile
                   1155 Peachtree Street, N.E.
                  Atlanta, Georgia  30309-3610
                  Telephone Number 404 249-3035
                                
          ____________________________________________
                                
                 Calculation of Registration Fee
                                
                             proposed     proposed         
  title of       amount      maximum      maximum     amount of
 securities      to be       offering    aggregate    registrati
     to                       price                       on
     be        registered    per unit     offering       fee
 registered                                price
  Deferred    $26,000,000      N/A      $26,000,000     $8,966
                  (a)                       (a)
Compensation                                                    
Obligations                                                     
(a)    (a)    Estimated in accordance with the provisions of  the
  BellSouth Corporation Compensation Deferral Plan based upon the
  maximum amount of eligible employees' base salary deferral for a
  two-year period.

                           Part II

     Information required in the registration statement

  Item 3.        Incorporation of Documents by Reference.

   The  following  documents have been  filed  by  BellSouth
Corporation  (BellSouth)  with the Securities  and  Exchange
Commission (File No. 1-8607) and are incorporated herein  by
reference:

(1)   BellSouth's Annual Report on Form 10-K  for  the  year
ended December 31, 1995.

(2)   BellSouth's  Quarterly Reports on Form  10-Q  for  the
  quarters ended March 31, 1996 and June 30, 1996.

(3)   BellSouth's  Current  Reports  on  Form  8-K  for  the
  following dates:

          a.   January 22, 1996
          b.   April 18, 1996
               c.   July 17, 1996

  All documents filed by BellSouth pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of  1934,
as  amended, (the Securities Exchange Act) subsequent to the
date  of this registration statement and prior to the filing
of  a  post-effective  amendment which  indicates  that  all
securities  offered have been sold or which deregisters  all
securities  then  remaining unsold shall  be  deemed  to  be
incorporated by reference in this registration statement and
to  be  a  part  hereof  from the date  of  filing  of  such
documents.

  Copies of the above documents (other than exhibits to such
documents) may be obtained upon request without charge  from
the Office of the Comptroller of BellSouth, Room 15G03, 1155
Peachtree Street, N.E., Atlanta, Georgia, 30309-3610.

  Item 4.        Description of Securities.

  The securities registered hereby are deferred compensation
obligations (the Obligations), which are fully described  in
the  BellSouth Corporation Compensation Deferral Plan  filed
as Exhibit 4 hereto (the Plan).

  Item 5.        Interests of Named Experts and Counsel.

   Walter  H.  Alford, Executive Vice President and  General
Counsel  of BellSouth, is passing upon the legality  of  the
Obligations.  Mr. Alford is eligible to purchase Obligations
in   the   Plan  as  a  member  of  BellSouth's   "executive
compensation  group," as described in Section 3.2(c)(ii)  of
the Plan.

  Item 6.        Indemnification of Directors and Officers.

  As authorized by the Georgia Business Corporation Code (the
GBCC), BellSouth's Restated Articles of Incorporation  limit
the  monetary liability of its directors to BellSouth or its
shareholders  for any breach of their duty of  care  or  any
other duty as a director except (i) for misappropriation  of
any  business  opportunity of BellSouth, (ii)  for  acts  or
omissions  not in good faith or which constitute intentional
misconduct  or  a  knowing  violation  of  law,  (iii)   for
liability  for certain unlawful distributions, or  (iv)  for
any  transaction from which the director derived an improper
personal benefit.

   As  authorized by the GBCC, the shareholders of BellSouth
have adopted an amendment to the By-laws expanding directors
and  officers indemnification rights and approved a form  of
Indemnity  Agreement  which BellSouth  may  enter  with  its
directors  or  officers.  A person with whom  BellSouth  has
entered  into  such an Indemnity Agreement  (an  Indemnitee)
shall   be  indemnified  against  liabilities  and  expenses
related  to such person's capacity as an officer or director
or  to  capacities served with other entities at the request
of  BellSouth, except for claims excepted from  the  limited
liability provisions described above.  An Indemnitee is also
entitled  to  the benefits of any directors'  and  officers'
liability insurance policy maintained for BellSouth  and  in
the event of a "change in control" of BellSouth, obligations
under  the Indemnity Agreement will be secured with a letter
of  credit  in favor of the Indemnitee in an amount  of  not
less  than $1,000,000.  BellSouth has entered into Indemnity
Agreements with each of its directors.

    The  GBCC  generally  empowers  a  corporation,  without
shareholder   approval,  to  indemnify   directors   against
liabilities in proceedings to which they are named by reason
of  serving as a director of the corporation, if such person
acted  in  a manner believed in good faith to be in  or  not
opposed to the best interests of the corporation and, in the
case  of  a criminal proceeding, had no reasonable cause  to
believe  his  conduct  was  unlawful.   Without  shareholder
approval,  indemnification is not permitted  of  a  director
adjudged liable to the corporation in a proceeding by or  in
the  right  of the corporation or a proceeding in which  the
director  is  adjudged liable based on  a  personal  benefit
improperly received, absent judicial determination that,  in
view  of  the  circumstances,  such  person  is  fairly  and
reasonably   entitled  to  indemnification   of   reasonable
expenses incurred.

  The GBCC permits indemnification and advancement of expenses
to  officers who are not directors, to the extent consistent
with   public  policy.   The  GBCC  provides  for  mandatory
indemnification of directors and officers who are successful
in  defending against any proceeding to which they are named
because of their serving in such capacity.

   BellSouth's  By-laws  also provide that  BellSouth  shall
indemnify any person made or threatened to be made  a  party
to  any  action (including any action by or in the right  of
BellSouth) by reason of service as a director or officer  of
BellSouth  (or  of  another entity at BellSouth's  request),
against  liabilities and expenses if he acted in good  faith
and  in a manner reasonably believed to be in or not opposed
to  the best interests of BellSouth (and with respect to any
criminal  action,  had no reasonable cause  to  believe  his
conduct  was  unlawful), to the maximum extent permitted  by
the GBCC.

   The general limitations in the GBCC as to indemnification
may  be  superseded  to the extent of the limited  liability
provisions  (with  respect to directors) and  the  Indemnity
Agreements,  as  authorized  by  the  shareholders  and   as
described above.

   The  directors and officers of BellSouth are  covered  by
liability insurance policies pursuant to which
(a)  they  are  insured  against loss arising  from  certain
claims  made against them, jointly or severally, during  the
policy  period  for any actual or alleged  breach  of  duty,
neglect,   error,   misstatement,   misleading   statements,
omission or other wrongful act and (b) BellSouth is entitled
to  have  paid  by  the insurers, or to  have  the  insurers
reimburse  BellSouth for amounts paid by it, in  respect  of
such  claims if BellSouth is required to indemnify  officers
and directors for such claims.

Item 8.      Exhibits.

 Exhibit    
  Number
    4       BellSouth Corporation Compensation Deferral Plan.
            
    5       Opinion of Walter H. Alford.
            
    23      Consent of Coopers & Lybrand L.L.P.
            
   23a      Consent of Walter H. Alford (contained in opinion
            filed as Exhibit 5).
            
    24      Powers of Attorney.


Item 9.        Undertakings.

(a)  BellSouth hereby undertakes:

     (i)  to file during any period in which offers or sales are
being  made, a post-effective amendment to this registration
statement  to include any material information with  respect
to  the plan of distribution not previously disclosed in the
registration  statement  or  any  material  change  to  such
information in the registration statement;
     
     (ii) that, for the purpose of determining any liability
under the Securities Act of 1933
(the  Securities  Act),  each such post-effective  amendment
shall  be deemed to be a new registration statement relating
to  the securities offered therein, and the offering of such
securities  at that time shall be deemed to be  the  initial
bona fide offering thereof;
     
     (iii)     to remove from registration by means of a post-
effective  amendment any of the securities being  registered
which remain unsold at the termination of the offering; and
     
     (iv) that, for purposes of determining any liability under
the  Securities Act, each filing of the registrant's  annual
report  pursuant to Section 13(a) or Section  15(d)  of  the
Securities Exchange Act that is incorporated by reference in
the  registration  statement shall be deemed  to  be  a  new
registration  statement relating to the  securities  offered
therein,  and the offering of such securities at  that  time
shall  be  deemed  to  be  the initial  bona  fide  offering
thereof.

Insofar as indemnification for liabilities arising under the
Securities  Act may be permitted to directors, officers  and
controlling  persons of BellSouth pursuant to the  foregoing
provisions, or otherwise, BellSouth has been advised that in
the  opinion of the Securities and Exchange Commission  such
indemnification is against public policy as expressed in the
Securities  Act  and is, therefore, unenforceable.   In  the
event   that  a  claim  for  indemnification  against   such
liabilities (other than the payment by BellSouth of expenses
incurred  or  paid  by  a director, officer  or  controlling
person of BellSouth in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling  person in connection with the securities  being
registered,  BellSouth will, unless in the  opinion  of  its
counsel   the   matter  has  been  settled  by   controlling
precedent, submit to a court of appropriate jurisdiction the
question  whether  such indemnification  by  it  is  against
public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
                         signatures
                              
Pursuant  to  the  requirements of the Securities  Act,  the
registrant  certifies  that  it has  reasonable  grounds  to
believe that it meets all of the requirements for filing  on
Form S-8 and has duly caused this registration statement  to
be  signed on its behalf by the undersigned, thereunto  duly
authorized, in the City of Atlanta and State of Georgia,  on
the 3rd day of October, 1996.

                    BellSouth Corporation
                              
                  By  /s/Ronald M. Dykes
                      Ronald M. Dykes
                      Executive Vice President, Chief
                      Financial Officer
                      and Comptroller
                              
                              
  Pursuant to the requirements of the Securities Act, this
     registration statement has been signed below by the
     following persons in the capacities and on the date
                         indicated.
                              
Principal Executive Officer:     
John L. Clendenin*               
Chairman of the Board,           
President and
Chief Executive Officer          
                                 
Principal Financial Officer and  
Principal Accounting Officer:
/s/Ronald M. Dykes               
Executive Vice President, Chief  
Financial Officer and
Comptroller

                                 
Directors:                       
     F. Duane Ackerman*          Phyllis Burke Davis*
     Reuben V. Anderson*         John G. Medlin, Jr.*
     James H. Blanchard*         Robin B. Smith*
     J. Hyatt Brown*             C. Dixon Spangler, Jr.*
     John L. Clendenin*          Ronald A. Terry*
     Armando M. Codina*          Thomas R. Williams*
     Marshall M. Criser*         J. Tylee Wilson*
                                 
                                 
                            *By  /s/Ronald M. Dykes
                                 Ronald M. Dykes
                                 (Individually and as Attorney-
                                 in-Fact)
                                 October 3, 1996
                              
                         *by power of attorney
                              
                              
                        EXHIBIT INDEX
                              
 Exhibit    
  Number
    4       BellSouth Corporation Compensation Deferral Plan.
            
    5       Opinion of Walter H. Alford.
            
    23      Consent of Coopers & Lybrand L.L.P.
            
   23a      Consent of Walter H. Alford (contained in opinion
            filed as Exhibit 5).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15121}]
{"company-data": {"conformed-name": "BELLSOUTH CORP", "cik": "0000732713", "assigned-sic": "4813", "irs-number": "581533433", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13783", "film-number": "96641249"}, "business-address": {"street1": "1155 PEACHTREE ST NE", "city": "ATLANTA", "state": "GA", "zip": "30367", "phone": "4042492000"}}
As Filed:
                                                                 
                                           Registration No. 333 -
                                                                 
8
                                
                                
               Securities and Exchange Commission
                     Washington, D.C.  20549
                                
             _______________________________________
                                
                            Form S-8
                     Registration Statement
                              Under
                   The Securities Act of 1933
                                
             _______________________________________
                                
                      BellSouth Corporation

          A Georgia                     I.R.S. Employer
          Corporation                   No. 58-1533433

                   1155 Peachtree Street, N.E.
                  Atlanta, Georgia  30309-3610
                  Telephone Number 404 249-2000
                                
         ______________________________________________
                                
                      BellSouth Corporation
                    Compensation Deferral Plan
                                
         _______________________________________________

                       Agent for Service:

                        Keith B. Breeden
                      BellSouth Corporation
                         15G03 Campanile
                   1155 Peachtree Street, N.E.
                  Atlanta, Georgia  30309-3610
                  Telephone Number 404 249-3035
                                
          ____________________________________________
                                
                 Calculation of Registration Fee
                                
                             proposed     proposed         
  title of       amount      maximum      maximum     amount of
 securities      to be       offering    aggregate    registrati
     to                       price                       on
     be        registered    per unit     offering       fee
 registered                                price
  Deferred    $26,000,000      N/A      $26,000,000     $8,966
                  (a)                       (a)
Compensation                                                    
Obligations                                                     
(a)    (a)    Estimated in accordance with the provisions of  the
  BellSouth Corporation Compensation Deferral Plan based upon the
  maximum amount of eligible employees' base salary deferral for a
  two-year period.

                           Part II

     Information required in the registration statement

  Item 3.        Incorporation of Documents by Reference.

   The  following  documents have been  filed  by  BellSouth
Corporation  (BellSouth)  with the Securities  and  Exchange
Commission (File No. 1-8607) and are incorporated herein  by
reference:

(1)   BellSouth's Annual Report on Form 10-K  for  the  year
ended December 31, 1995.

(2)   BellSouth's  Quarterly Reports on Form  10-Q  for  the
  quarters ended March 31, 1996 and June 30, 1996.

(3)   BellSouth's  Current  Reports  on  Form  8-K  for  the
  following dates:

          a.   January 22, 1996
          b.   April 18, 1996
               c.   July 17, 1996

  All documents filed by BellSouth pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of  1934,
as  amended, (the Securities Exchange Act) subsequent to the
date  of this registration statement and prior to the filing
of  a  post-effective  amendment which  indicates  that  all
securities  offered have been sold or which deregisters  all
securities  then  remaining unsold shall  be  deemed  to  be
incorporated by reference in this registration statement and
to  be  a  part  hereof  from the date  of  filing  of  such
documents.

  Copies of the above documents (other than exhibits to such
documents) may be obtained upon request without charge  from
the Office of the Comptroller of BellSouth, Room 15G03, 1155
Peachtree Street, N.E., Atlanta, Georgia, 30309-3610.

  Item 4.        Description of Securities.

  The securities registered hereby are deferred compensation
obligations (the Obligations), which are fully described  in
the  BellSouth Corporation Compensation Deferral Plan  filed
as Exhibit 4 hereto (the Plan).

  Item 5.        Interests of Named Experts and Counsel.

   Walter  H.  Alford, Executive Vice President and  General
Counsel  of BellSouth, is passing upon the legality  of  the
Obligations.  Mr. Alford is eligible to purchase Obligations
in   the   Plan  as  a  member  of  BellSouth's   "executive
compensation  group," as described in Section 3.2(c)(ii)  of
the Plan.

  Item 6.        Indemnification of Directors and Officers.

  As authorized by the Georgia Business Corporation Code (the
GBCC), BellSouth's Restated Articles of Incorporation  limit
the  monetary liability of its directors to BellSouth or its
shareholders  for any breach of their duty of  care  or  any
other duty as a director except (i) for misappropriation  of
any  business  opportunity of BellSouth, (ii)  for  acts  or
omissions  not in good faith or which constitute intentional
misconduct  or  a  knowing  violation  of  law,  (iii)   for
liability  for certain unlawful distributions, or  (iv)  for
any  transaction from which the director derived an improper
personal benefit.

   As  authorized by the GBCC, the shareholders of BellSouth
have adopted an amendment to the By-laws expanding directors
and  officers indemnification rights and approved a form  of
Indemnity  Agreement  which BellSouth  may  enter  with  its
directors  or  officers.  A person with whom  BellSouth  has
entered  into  such an Indemnity Agreement  (an  Indemnitee)
shall   be  indemnified  against  liabilities  and  expenses
related  to such person's capacity as an officer or director
or  to  capacities served with other entities at the request
of  BellSouth, except for claims excepted from  the  limited
liability provisions described above.  An Indemnitee is also
entitled  to  the benefits of any directors'  and  officers'
liability insurance policy maintained for BellSouth  and  in
the event of a "change in control" of BellSouth, obligations
under  the Indemnity Agreement will be secured with a letter
of  credit  in favor of the Indemnitee in an amount  of  not
less  than $1,000,000.  BellSouth has entered into Indemnity
Agreements with each of its directors.

    The  GBCC  generally  empowers  a  corporation,  without
shareholder   approval,  to  indemnify   directors   against
liabilities in proceedings to which they are named by reason
of  serving as a director of the corporation, if such person
acted  in  a manner believed in good faith to be in  or  not
opposed to the best interests of the corporation and, in the
case  of  a criminal proceeding, had no reasonable cause  to
believe  his  conduct  was  unlawful.   Without  shareholder
approval,  indemnification is not permitted  of  a  director
adjudged liable to the corporation in a proceeding by or  in
the  right  of the corporation or a proceeding in which  the
director  is  adjudged liable based on  a  personal  benefit
improperly received, absent judicial determination that,  in
view  of  the  circumstances,  such  person  is  fairly  and
reasonably   entitled  to  indemnification   of   reasonable
expenses incurred.

  The GBCC permits indemnification and advancement of expenses
to  officers who are not directors, to the extent consistent
with   public  policy.   The  GBCC  provides  for  mandatory
indemnification of directors and officers who are successful
in  defending against any proceeding to which they are named
because of their serving in such capacity.

   BellSouth's  By-laws  also provide that  BellSouth  shall
indemnify any person made or threatened to be made  a  party
to  any  action (including any action by or in the right  of
BellSouth) by reason of service as a director or officer  of
BellSouth  (or  of  another entity at BellSouth's  request),
against  liabilities and expenses if he acted in good  faith
and  in a manner reasonably believed to be in or not opposed
to  the best interests of BellSouth (and with respect to any
criminal  action,  had no reasonable cause  to  believe  his
conduct  was  unlawful), to the maximum extent permitted  by
the GBCC.

   The general limitations in the GBCC as to indemnification
may  be  superseded  to the extent of the limited  liability
provisions  (with  respect to directors) and  the  Indemnity
Agreements,  as  authorized  by  the  shareholders  and   as
described above.

   The  directors and officers of BellSouth are  covered  by
liability insurance policies pursuant to which
(a)  they  are  insured  against loss arising  from  certain
claims  made against them, jointly or severally, during  the
policy  period  for any actual or alleged  breach  of  duty,
neglect,   error,   misstatement,   misleading   statements,
omission or other wrongful act and (b) BellSouth is entitled
to  have  paid  by  the insurers, or to  have  the  insurers
reimburse  BellSouth for amounts paid by it, in  respect  of
such  claims if BellSouth is required to indemnify  officers
and directors for such claims.

Item 8.      Exhibits.

 Exhibit    
  Number
    4       BellSouth Corporation Compensation Deferral Plan.
            
    5       Opinion of Walter H. Alford.
            
    23      Consent of Coopers & Lybrand L.L.P.
            
   23a      Consent of Walter H. Alford (contained in opinion
            filed as Exhibit 5).
            
    24      Powers of Attorney.

Item 9.        Undertakings.

(a)  BellSouth hereby undertakes:

     (i)  to file during any period in which offers or sales are
being  made, a post-effective amendment to this registration
statement  to include any material information with  respect
to  the plan of distribution not previously disclosed in the
registration  statement  or  any  material  change  to  such
information in the registration statement;
     
     (ii) that, for the purpose of determining any liability
under the Securities Act of 1933
(the  Securities  Act),  each such post-effective  amendment
shall  be deemed to be a new registration statement relating
to  the securities offered therein, and the offering of such
securities  at that time shall be deemed to be  the  initial
bona fide offering thereof;
     
     (iii)     to remove from registration by means of a post-
effective  amendment any of the securities being  registered
which remain unsold at the termination of the offering; and
     
     (iv) that, for purposes of determining any liability under
the  Securities Act, each filing of the registrant's  annual
report  pursuant to Section 13(a) or Section  15(d)  of  the
Securities Exchange Act that is incorporated by reference in
the  registration  statement shall be deemed  to  be  a  new
registration  statement relating to the  securities  offered
therein,  and the offering of such securities at  that  time
shall  be  deemed  to  be  the initial  bona  fide  offering
thereof.

Insofar as indemnification for liabilities arising under the
Securities  Act may be permitted to directors, officers  and
controlling  persons of BellSouth pursuant to the  foregoing
provisions, or otherwise, BellSouth has been advised that in
the  opinion of the Securities and Exchange Commission  such
indemnification is against public policy as expressed in the
Securities  Act  and is, therefore, unenforceable.   In  the
event   that  a  claim  for  indemnification  against   such
liabilities (other than the payment by BellSouth of expenses
incurred  or  paid  by  a director, officer  or  controlling
person of BellSouth in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling  person in connection with the securities  being
registered,  BellSouth will, unless in the  opinion  of  its
counsel   the   matter  has  been  settled  by   controlling
precedent, submit to a court of appropriate jurisdiction the
question  whether  such indemnification  by  it  is  against
public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
                         signatures
                              
Pursuant  to  the  requirements of the Securities  Act,  the
registrant  certifies  that  it has  reasonable  grounds  to
believe that it meets all of the requirements for filing  on
Form S-8 and has duly caused this registration statement  to
be  signed on its behalf by the undersigned, thereunto  duly
authorized, in the City of Atlanta and State of Georgia,  on
the 3rd day of October, 1996.

                    BellSouth Corporation
                              
                  By  /s/Ronald M. Dykes
                      Ronald M. Dykes
                      Executive Vice President, Chief
                      Financial Officer
                      and Comptroller
                              
                              
  Pursuant to the requirements of the Securities Act, this
     registration statement has been signed below by the
     following persons in the capacities and on the date
                         indicated.
                              
Principal Executive Officer:     
John L. Clendenin*               
Chairman of the Board,           
President and
Chief Executive Officer          
                                 
Principal Financial Officer and  
Principal Accounting Officer:
/s/Ronald M. Dykes               
Executive Vice President, Chief  
Financial Officer and
Comptroller

                                 
Directors:                       
     F. Duane Ackerman*          Phyllis Burke Davis*
     Reuben V. Anderson*         John G. Medlin, Jr.*
     James H. Blanchard*         Robin B. Smith*
     J. Hyatt Brown*             C. Dixon Spangler, Jr.*
     John L. Clendenin*          Ronald A. Terry*
     Armando M. Codina*          Thomas R. Williams*
     Marshall M. Criser*         J. Tylee Wilson*
                                 
                                 
                            *By  /s/Ronald M. Dykes
                                 Ronald M. Dykes
                                 (Individually and as Attorney-
                                 in-Fact)
                                 October 3, 1996
                              
                         *by power of attorney
                              
                              
                        EXHIBIT INDEX
                              
 Exhibit    
  Number
    4       BellSouth Corporation Compensation Deferral Plan.
            
    5       Opinion of Walter H. Alford.
            
    23      Consent of Coopers & Lybrand L.L.P.
            
   23a      Consent of Walter H. Alford (contained in opinion
            filed as Exhibit 5).