Registration No. 333 -

                    Securities and Exchange Commission
                          Washington, D.C.  20549
 _______________________________________________________________________

                                 Form S-8
                          Registration Statement
                                   Under
                        The Securities Act of 1933
 _______________________________________________________________________

                    BellSouth Telecommunications, Inc.

               A Georgia                     I.R.S. Employer
               Corporation                   No. 58-0436120

                      675 West Peachtree Street, N.E.
                          Atlanta, Georgia  30375
                       Telephone Number 404 529-8611

_______________________________________________________________________

                   BellSouth Compensation Deferral Plan
_______________________________________________________________________

                            Agent for Service:
                                     
                               R. Kevin Todd
                           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                    Maximum      Maximum     
Securities       Amount      Offering    Aggregate     Amount of
  To Be          To Be        Price       Offering    Registration
Registered     Registered   Per Share      Price          Fee
-----------   ------------  ---------   -----------    ---------
 Deferred     $11,000,000      N/A      $11,000,000    $3,245.00
Compensation       (a)                       (a)
Obligations
                                                                
                                                                

(a)  Estimated in accordance with the provisions of the BellSouth
  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  Telecommunications,
Inc.  (BellSouth  Telecommunications)  with  the  Securities  and  Exchange
Commission (File No. 1-1049) and are incorporated herein by reference:

(1)  BellSouth Telecommunications' Annual Report on Form 10-K for the  year
     ended December 31, 1997.

(2)  BellSouth Telecommunications' Quarterly Reports on Form 10-Q for the
     quarters ended March 31, 1998 and June 30, 1998.

(3)  BellSouth Telecommunications' Current Report on Form 8-K dated  June
     17, 1998.

  All  documents filed by BellSouth Telecommunications 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  Telecommunications, Inc., 675 West Peachtree  Street,  N.E.,
Atlanta, Georgia, 30375.

Item 4. Description of Securities.

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


Item 5. Interests of Named Experts and Counsel.

Margaret  H.  Greene,  Vice  President and  General  Counsel  of  BellSouth
Telecommunications, is passing upon the legality of the  Obligations.  Mrs.
Greene  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), the
Company's Restated Articles of Incorporation limit the monetary liability
of its directors to the Company or its shareholder for any breach of their
duty of care or any other duty as a director except (i) for
misappropriation of any business opportunity of the Company, (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 shareholder of the Company has adopted an
amendment to the Bylaws expanding directors' and officers' indemnification
rights and has approved a form of Indemnity Agreement which the Company may
enter with its directors or officers. A person with whom the Company 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 the Company, 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 the Company and in the event of a "change
in control" (as defined in the Indemnity Agreement), of BellSouth
Corporation, as the parent corporation of the Company, 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. The Company 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.

  The Company's Bylaws also provide that the Company shall indemnify any
person made or threatened to be made a party to any action (including any
action by or in the right of the Company) by reason of service as a
director or officer of the Company (or of another entity at the Company'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 the Company (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) in the Company's Restated Articles of Incorporation and the
Indemnity Agreements, as authorized by the shareholders and as described
above.

  The directors and officers of the Company 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)
the Company is entitled to have paid by the insurers, or to have the
insurers reimburse the Company for amounts paid by it, in respect of such
claims if the Company is required to indemnify officers and directors for
such claims.

  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.


Item 8.      Exhibits.

  Exhibit
  Number
     4*     BellSouth Compensation Deferral Plan. (Exhibit 10z
            to report by BellSouth Corporation, File No. 1-8607,
            on Form 10-Q for the period ended March 31, 1998).

     5      Opinion of Margaret H. Greene.

    23      Consent of PricewaterhouseCoopers LLP.

   23a      Consent of Margaret H. Greene (contained in opinion
            filed as Exhibit 5).

    24      Powers of Attorney.
________
* Previously filed with the Securities and Exchange Commission and
incorporated by reference herein.


Item 9.        Undertakings.


(a)  The undersigned registrant 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.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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 the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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, the
registrant 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 22nd day of September, 1998.

                    BellSouth Telecommunications, Inc.

                       By /s/ Isaiah Harris
                          ----------------------
                              Isaiah Harris
                       Vice President, Chief Financial
                           Officer & Comptroller
                    (Principal Financial and Accounting Officer)


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:
Charles B. Coe*
President

Principal Financial Officer and
Principal Accounting Officer:
/s/ Isaiah Harris
-----------------
Isaiah Harris
Vice President, Chief Financial
Officer and Comptroller


Directors:
C. Sidney Boren*
Charles B. Coe*
Odie C. Donald*
Jere A. Drummond*
Roger M. Flynt, Jr.*
Isaiah Harris*
Elton R. King*

                            *By  /s/Isaiah Harris
                                 ----------------
                                 Isaiah Harris
                                 (Individually and as Attorney-in-Fact)
                                 September 22, 1998

                            *by power of attorney


                               EXHIBIT INDEX

  Exhibit
  Number

     5      Opinion of Margaret H. Greene.

    23      Consent of PricewaterhouseCoopers LLP.

   23a      Consent of Margaret H. Greene (contained in opinion
            filed as Exhibit 5).

   24       Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14518}]
{"company-data": {"conformed-name": "BELLSOUTH TELECOMMUNICATIONS INC", "cik": "0000092088", "assigned-sic": "4813", "irs-number": "580436120", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64041", "film-number": "98713155"}, "business-address": {"street1": "675 W PEACHTREE ST NE", "city": "ATLANTA", "state": "GA", "zip": "30375", "phone": "4045298611"}, "mail-address": {"street1": "1155 PEACHTREE STREET", "street2": "ROOM 15G03", "city": "ATLANTA", "state": "GA", "zip": "30309"}, "former-company": {"former-conformed-name": "SOUTHERN BELL TELEPHONE & TELEGRAPH CO", "date-changed": "19920123"}}
Registration No. 333 -

                    Securities and Exchange Commission
                          Washington, D.C.  20549
 _______________________________________________________________________

                                 Form S-8
                          Registration Statement
                                   Under
                        The Securities Act of 1933
 _______________________________________________________________________

                    BellSouth Telecommunications, Inc.

               A Georgia                     I.R.S. Employer
               Corporation                   No. 58-0436120

                      675 West Peachtree Street, N.E.
                          Atlanta, Georgia  30375
                       Telephone Number 404 529-8611

_______________________________________________________________________

                   BellSouth Compensation Deferral Plan
_______________________________________________________________________

                            Agent for Service:
                                     
                               R. Kevin Todd
                           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                    Maximum      Maximum     
Securities       Amount      Offering    Aggregate     Amount of
  To Be          To Be        Price       Offering    Registration
Registered     Registered   Per Share      Price          Fee
-----------   ------------  ---------   -----------    ---------
 Deferred     $11,000,000      N/A      $11,000,000    $3,245.00
Compensation       (a)                       (a)
Obligations
                                                                
                                                                

(a)  Estimated in accordance with the provisions of the BellSouth
  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  Telecommunications,
Inc.  (BellSouth  Telecommunications)  with  the  Securities  and  Exchange
Commission (File No. 1-1049) and are incorporated herein by reference:

(1)  BellSouth Telecommunications' Annual Report on Form 10-K for the  year
     ended December 31, 1997.

(2)  BellSouth Telecommunications' Quarterly Reports on Form 10-Q for the
     quarters ended March 31, 1998 and June 30, 1998.

(3)  BellSouth Telecommunications' Current Report on Form 8-K dated  June
     17, 1998.

  All  documents filed by BellSouth Telecommunications 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  Telecommunications, Inc., 675 West Peachtree  Street,  N.E.,
Atlanta, Georgia, 30375.

Item 4. Description of Securities.

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

Item 5. Interests of Named Experts and Counsel.

Margaret  H.  Greene,  Vice  President and  General  Counsel  of  BellSouth
Telecommunications, is passing upon the legality of the  Obligations.  Mrs.
Greene  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), the
Company's Restated Articles of Incorporation limit the monetary liability
of its directors to the Company or its shareholder for any breach of their
duty of care or any other duty as a director except (i) for
misappropriation of any business opportunity of the Company, (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 shareholder of the Company has adopted an
amendment to the Bylaws expanding directors' and officers' indemnification
rights and has approved a form of Indemnity Agreement which the Company may
enter with its directors or officers. A person with whom the Company 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 the Company, 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 the Company and in the event of a "change
in control" (as defined in the Indemnity Agreement), of BellSouth
Corporation, as the parent corporation of the Company, 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. The Company 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.

  The Company's Bylaws also provide that the Company shall indemnify any
person made or threatened to be made a party to any action (including any
action by or in the right of the Company) by reason of service as a
director or officer of the Company (or of another entity at the Company'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 the Company (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) in the Company's Restated Articles of Incorporation and the
Indemnity Agreements, as authorized by the shareholders and as described
above.

  The directors and officers of the Company 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)
the Company is entitled to have paid by the insurers, or to have the
insurers reimburse the Company for amounts paid by it, in respect of such
claims if the Company is required to indemnify officers and directors for
such claims.

  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

Item 8.      Exhibits.

  Exhibit
  Number
     4*     BellSouth Compensation Deferral Plan. (Exhibit 10z
            to report by BellSouth Corporation, File No. 1-8607,
            on Form 10-Q for the period ended March 31, 1998).

     5      Opinion of Margaret H. Greene.

    23      Consent of PricewaterhouseCoopers LLP.

   23a      Consent of Margaret H. Greene (contained in opinion
            filed as Exhibit 5).

    24      Powers of Attorney.
________
* Previously filed with the Securities and Exchange Commission and
incorporated by reference herein.

Item 9.        Undertakings.

(a)  The undersigned registrant 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.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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 the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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, the
registrant 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 22nd day of September, 1998.

                    BellSouth Telecommunications, Inc.

                       By /s/ Isaiah Harris
                          ----------------------
                              Isaiah Harris
                       Vice President, Chief Financial
                           Officer & Comptroller
                    (Principal Financial and Accounting Officer)

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:
Charles B. Coe*
President

Principal Financial Officer and
Principal Accounting Officer:
/s/ Isaiah Harris
-----------------
Isaiah Harris
Vice President, Chief Financial
Officer and Comptroller

Directors:
C. Sidney Boren*
Charles B. Coe*
Odie C. Donald*
Jere A. Drummond*
Roger M. Flynt, Jr.*
Isaiah Harris*
Elton R. King*

                            *By  /s/Isaiah Harris
                                 ----------------
                                 Isaiah Harris
                                 (Individually and as Attorney-in-Fact)
                                 September 22, 1998

                            *by power of attorney

                               EXHIBIT INDEX

  Exhibit
  Number

     5      Opinion of Margaret H. Greene.

    23      Consent of PricewaterhouseCoopers LLP.

   23a      Consent of Margaret H. Greene (contained in opinion
            filed as Exhibit 5).

   24       Powers of Attorney