June 11, 1996
                                
                                
                                
Jonathan G. Katz,
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  File No. S7-11-96 -- Release Nos. 33-7282; 34-37094; 
IC-21883
Trading Practice Rules Concerning Securities Offerings

Dear Sirs and Mesdames:

     BellSouth Corporation has noted with interest the revised
rules proposed in the above Release.  Most of the modifications
to the trading practice rules would only indirectly affect our
corporation, inasmuch as most of our securities distributions are
associated with various shareholder, director and employee plans.
Accordingly, our focus of review has been on those aspects of the
trading practice rules pertaining to such plans.  While we
endorse most of the proposals, such as the expansion of "plans"
to encompass director plans (albeit obliquely through reference
to the term "employee" and its meaning for purposes of Form S-8),
we urge the Commission to consider one additional issue arising
under the proposed rules, the substance of which is not actually
addressed by the release, which has been a practical and
continuing problem with the existing rules.

     Our concern is with the definition of "agent independent of
the issuer," which would simply be moved (but not modified) to
Part 242.100 of Regulation M.  The term would continue to cover a
plan trustee or administrator only if, among other things, the
issuer does not control or influence the selection of the broker
to purchase the securities in the market.  In practice, this
requirement is costly to the issuer and the plan beneficiaries
and, in our view, unnecessary for the evils envisioned.  A large
issuer such as BellSouth can negotiate a very favorable
commission schedule for share acquisitions, especially if all
share purchases for all plans (dividend reinvestment, stock
option, retirement, stock purchase, etc.) can be channeled
through the same broker.  An issuer with multiple plans
frequently engages different trustees and administrative agents
because of varying expertises and other factors.  It is simply
not possible for separate agents to negotiate as favorable
purchasing arrangements as the issuer can do on an aggregate
basis.  If an issuer is not able to control or influence the
selection of the buying broker, the plan trustee or administrator
will lose significant savings, which will be borne by the issuer
or, more likely, the plan beneficiaries.

     There is no apparent compulsion for this requirement, at
least in the context of purchases to satisfy objective, non-
discretionary plan requirements.  So long as the broker is not
directed by the company as to the timing of or price targets
(other than at the lowest price reasonably available) for share
acquisitions, the ability of the issuer to influence or
manipulate the market would appear to be nil.  The fact that all
purchases go through one buyer would be of no interest to the
market.  Contrast this with Rule 10b-18, which is a safe harbor
from the anti-manipulation rules, which requires all purchases to
be made through only one broker on any day.

     The definition on its face, and as explained by 1980 Release
34-17222, explains that an agent is not disqualified simply
because it is also the broker.  Given the increasing blurring of
lines demarcating trust and securities functions within financial
institutions, it is much more likely today that issuers might
select entities to perform these joint functions in order to take
advantage of volume purchasing discounts that such arrangements
would allow.  Moreover, it is unclear from the Rule, the 1980
Release or 1982 Release 34-19244 whether companies could "evade"
the apparent thrust of the definitional constraint by appointing
the same broker as co-agent of the various stock-based plans.
Since it appears that issuers could employ explicit or implied
loopholes already contained within the definition, we believe the
Commission should eliminate this prong of the definition to allow
more practical and straightforward plan arrangements.

     Modifying this definition as suggested would not afford
issuers a vehicle to artificially inflate the price of their
stock.  Assuming that the broker in fact takes its orders and
purchasing instructions from the plan trustee or administrative
agent, it is hard to imagine how the issuer could influence the
purchases in any significant way.  If the Commission is concerned
that the issuer could influence these decisions, it would be
quite simple to add constraints to the Rule that would be much
more effective and precise.  For example, the Rule could state
that the prohibition against choosing or influencing the broker
would not apply if the brokered purchases were to satisfy plan
requirements, as indicated by participants' elections and levels
of participation.  This constraint, in addition to the other
requirements of the definition, should be effective for the
purposes intended.

     We have two more comments, of a purely technical nature.
First, since the Release proposes to change Rule 10b-18(a)(5) to
refer to the term "plan," not "issuer plan," the same change
should be made to current paragraph (a)(3)(i) since there will no
longer be a term "issuer plan."  (Also, the new section excluding
acquisitions from being treated as Rule 10b-18 purchases is
listed in the Release as paragraph (a)(3)(i).  We assume old
paragraph (a)(3)(i) will be renumbered and will not be
eliminated, as that is the place where the term "plan" will be
used to carve out plan purchases from the aggregation
requirement.)  Second, the word "purchasers" in proposed Rule
242.102(c)(1)(ii) should be "purchases."

                                   Respectfully,

                                   /s/  Clarence B. Manning

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