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:

                          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       Amount      maximum      Maximum      Amount of
Securities      To Be       offering    Aggregate    Registration
 To Be        Registered     price       Offering        Fee
Registered                 per share      Price       
  Common      4,000,000    $64.03 (c) $256,125,000(c) $75,557 (c)
  Stock,      Shares (b)
Par Value $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. 333-38295, except Items
5 and 8 which are superseded by the information below, are hereby
incorporated herein by reference.


Item 5.     Interests of Named Experts and Counsel.

Charles R. Morgan, Executive Vice President and General Counsel of
BellSouth is passing upon the legality of the Common Stock.



Item 8.      Exhibits.

 Exhibit    
  Number
    5       Opinion of Charles R. Morgan.
            
    23      Consent of Coopers & Lybrand L.L.P.
            
   23a      Consent of Charles R. Morgan (contained in opinion
            filed as Exhibit 5).
            
    24      Powers of Attorney.



                            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 31st
day of March, 1998.

                      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*               
Chairman of the Board,           
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*          Leo F. Mullin*
     Reuben V. Anderson*         Robin B. Smith*
     James H. Blanchard*         C. Dixon Spangler, Jr.*
     J. Hyatt Brown*             William S. Stavropoulos*
     Armando M. Codina*          Ronald A. Terry*
     Phyllis Burke Davis*        J. Tylee Wilson*
     John G. Medlin, Jr.*
                                 
                                 
                             By   /s/ W. Patrick Shannon
                                 W. Patrick Shannon
                                 (Individually and as Attorney-
                                 in-Fact)
                                 March 31, 1998
                                
                                
                        *by power of attorney
                                
                          EXHIBIT INDEX
                                
 Exhibit    
  Number
    5       Opinion of Charles R. Morgan.
            
    23      Consent of Coopers & Lybrand L.L.P.
            
   23a      Consent of Charles R. Morgan (contained in opinion
            filed as Exhibit 5).
            
    24      Powers of Attorney.
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{"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": "333-49047", "film-number": "98584509"}, "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:

                          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       Amount      maximum      Maximum      Amount of
Securities      To Be       offering    Aggregate    Registration
 To Be        Registered     price       Offering        Fee
Registered                 per share      Price       
  Common      4,000,000    $64.03 (c) $256,125,000(c) $75,557 (c)
  Stock,      Shares (b)
Par Value $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. 333-38295, except Items
5 and 8 which are superseded by the information below, are hereby
incorporated herein by reference.

Item 5.     Interests of Named Experts and Counsel.

Charles R. Morgan, Executive Vice President and General Counsel of
BellSouth is passing upon the legality of the Common Stock.

Item 8.      Exhibits.

 Exhibit    
  Number
    5       Opinion of Charles R. Morgan.
            
    23      Consent of Coopers & Lybrand L.L.P.
            
   23a      Consent of Charles R. Morgan (contained in opinion
            filed as Exhibit 5).
            
    24      Powers of Attorney.

                            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 31st
day of March, 1998.

                      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*               
Chairman of the Board,           
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*          Leo F. Mullin*
     Reuben V. Anderson*         Robin B. Smith*
     James H. Blanchard*         C. Dixon Spangler, Jr.*
     J. Hyatt Brown*             William S. Stavropoulos*
     Armando M. Codina*          Ronald A. Terry*
     Phyllis Burke Davis*        J. Tylee Wilson*
     John G. Medlin, Jr.*
                                 
                                 
                             By   /s/ W. Patrick Shannon
                                 W. Patrick Shannon
                                 (Individually and as Attorney-
                                 in-Fact)
                                 March 31, 1998
                                
                                
                        *by power of attorney
                                
                          EXHIBIT INDEX
                                
 Exhibit    
  Number
    5       Opinion of Charles R. Morgan.
            
    23      Consent of Coopers & Lybrand L.L.P.
            
   23a      Consent of Charles R. Morgan (contained in opinion
            filed as Exhibit 5).
            
    24      Powers of Attorney.