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
                 Employee Stock Investment 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       1,200,000    $64.03(c)  $76,837,500(c)   $22,667(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. 333-01427, except Items
5,  8  and  9 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.


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
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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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
                 Employee Stock Investment 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       1,200,000    $64.03(c)  $76,837,500(c)   $22,667(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. 333-01427, except Items
5,  8  and  9 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.

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
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.