Registration No. 333 -
                                                                 
               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 Stock Plan
                                
       (Successor to BellSouth Corporation Stock Option 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      Mmaximum      Amount Of
Securities      To Be       Offering    Aggregate    Registration
 To  Be       Registered     Price       Offering        Fee
Registered                 Per Share      Price

Common Stock,  2,000,000   $ 46.84(c)  $93,687,500(c) $28,390(c)
 par value     shares(b)                                      
 $1 per 
 share (a)

(a)  Includes preferred stock purchase rights under the BellSouth
     Corporation Shareholder Rights Agreement.

(b)  If,  prior  to  the completion of the distribution  of  the
     Common Stock covered by this registration statement, additional
     shares of such Common Stock are issued or issuable as a result of
     a stock  split or stock dividend, this registration  statement
     shall be deemed to cover such additional shares resulting  from
     the stock split or stock dividend pursuant to Rule 416.

(c)  The  price per share was estimated in accordance with  Rule
     457(c) and (h) for purposes of calculating the registration fee.

                             Part II

       Information required in the registration statement

  Item 3.        Incorporation of Documents by Reference.

  The contents of Registration Statement No. 33-38263, except Items
5, 6 and 9 which are superceded by the information below,
are hereby incorporated herein by reference.

  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 Common Stock.   Mr.
Alford  may be deemed to own beneficially 34,351 shares  of
BellSouth  Common  Stock,  including  interests  through  various
BellSouth employee benefit plans.

  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
    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 purposes 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.

(b)  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 or amendment thereto
to  be  signed  on its behalf by the undersigned, thereunto  duly
authorized, in the City of Atlanta and State of Georgia,  on  the
20th day of October, 1997.

                      BellSouth Corporation
                                
                  By  /s/ W. Patrick Shannon
                      W. Patrick Shannon
                      Vice President and
                      Controller                                
                                
    Pursuant to the requirements of the Securities Act, this
registration statement or amendment thereto has been signed below
by the following persons in the capacities and on the date
indicated.
                                
Principal Executive Officer:     
F. Duane Ackerman*
President and Chief Executive Officer


Principal Financial Officer:
Ronald M. Dykes*                 
Executive Vice President and 
Chief Financial Officer 

                                 
Principal Accounting Officer:    
W. Patrick Shannon*              
Vice President and Controller    

                                 
Directors:                       
     F. Duane Ackerman*          John G. Medlin, Jr.*
     Reuben V. Anderson*         Robin B. Smith*
     James H. Blanchard*         Ronald A. Terry*
     J. Hyatt Brown*             J. Tylee Wilson*
     Armando M. Codina*
                                 
                                 
                                 
                            *By  /s/ W. Patrick Shannon
                                 W. Patrick Shannon
                                 (Individually and as Attorney-
                                 in-Fact)
                                 October 20, 1997
                                
                                
                        *by power of attorney
                                
                          EXHIBIT INDEX
                                
 Exhibit    
  Number
    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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13699}]
{"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": "333-38295", "film-number": "97698298"}, "business-address": {"street1": "1155 PEACHTREE ST NE", "city": "ATLANTA", "state": "GA", "zip": "30367", "phone": "4042492000"}}
Registration No. 333 -
                                                                 
               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 Stock Plan
                                
       (Successor to BellSouth Corporation Stock Option 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      Mmaximum      Amount Of
Securities      To Be       Offering    Aggregate    Registration
 To  Be       Registered     Price       Offering        Fee
Registered                 Per Share      Price

Common Stock,  2,000,000   $ 46.84(c)  $93,687,500(c) $28,390(c)
 par value     shares(b)                                      
 $1 per 
 share (a)

(a)  Includes preferred stock purchase rights under the BellSouth
     Corporation Shareholder Rights Agreement.

(b)  If,  prior  to  the completion of the distribution  of  the
     Common Stock covered by this registration statement, additional
     shares of such Common Stock are issued or issuable as a result of
     a stock  split or stock dividend, this registration  statement
     shall be deemed to cover such additional shares resulting  from
     the stock split or stock dividend pursuant to Rule 416.

(c)  The  price per share was estimated in accordance with  Rule
     457(c) and (h) for purposes of calculating the registration fee.

                             Part II

       Information required in the registration statement

  Item 3.        Incorporation of Documents by Reference.

  The contents of Registration Statement No. 33-38263, except Items
5, 6 and 9 which are superceded by the information below,
are hereby incorporated herein by reference.

  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 Common Stock.   Mr.
Alford  may be deemed to own beneficially 34,351 shares  of
BellSouth  Common  Stock,  including  interests  through  various
BellSouth employee benefit plans.

  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
    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 purposes 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.

(b)  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 or amendment thereto
to  be  signed  on its behalf by the undersigned, thereunto  duly
authorized, in the City of Atlanta and State of Georgia,  on  the
20th day of October, 1997.

                      BellSouth Corporation
                                
                  By  /s/ W. Patrick Shannon
                      W. Patrick Shannon
                      Vice President and
                      Controller                                
                                
    Pursuant to the requirements of the Securities Act, this
registration statement or amendment thereto has been signed below
by the following persons in the capacities and on the date
indicated.
                                
Principal Executive Officer:     
F. Duane Ackerman*
President and Chief Executive Officer

Principal Financial Officer:
Ronald M. Dykes*                 
Executive Vice President and 
Chief Financial Officer 

                                 
Principal Accounting Officer:    
W. Patrick Shannon*              
Vice President and Controller    

                                 
Directors:                       
     F. Duane Ackerman*          John G. Medlin, Jr.*
     Reuben V. Anderson*         Robin B. Smith*
     James H. Blanchard*         Ronald A. Terry*
     J. Hyatt Brown*             J. Tylee Wilson*
     Armando M. Codina*
                                 
                                 
                                 
                            *By  /s/ W. Patrick Shannon
                                 W. Patrick Shannon
                                 (Individually and as Attorney-
                                 in-Fact)
                                 October 20, 1997
                                
                                
                        *by power of attorney
                                
                          EXHIBIT INDEX
                                
 Exhibit    
  Number
    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.