1st Quarter Results

Bellsouth Corp
27 April 2001

For more information

Pattie Kushner (404-249-2365)

BellSouth Reports First Quarter Earnings 

-  Quarterly data revenues top $1 billion for first time 
-  Increase in DSL customers brings total to 303,000 
-  Cingular Wireless surpasses 20.5 million cellular customers 
-  Latin America customer growth approaches 53 percent 
-  Results reflect impact of DSL, Colombia growth initiatives
 
April 19, 2001 

Atlanta, GA - With strong volumes in the growth areas of data and wireless,
BellSouth Corporation (NYSE: BLS) reported normalized earnings per share (EPS)
of 52 cents in the first quarter of 2001, including a 2-cent reduction related
to foreign currency losses. This compared to normalized EPS of 52 cents in the
same quarter a year earlier. 

As previously disclosed, the first quarter of 2001 reflected BellSouth's
accelerated growth initiatives in domestic broadband and Latin America wireless.
The company's continuing ramp-up of DSL high-speed Internet access service
reduced EPS an incremental 2 cents compared to the first quarter of 2000.
BellSouth's wireless operations in Colombia, which were acquired in July 2000
and not included in the first quarter a year ago, reduced EPS 3 cents. 

First quarter revenues were $7.2 billion, adjusted to include BellSouth's 40
percent share of Cingular Wireless. This was a gain of 10.5 percent compared to
the first three months of the previous year. BellSouth's quarterly data revenues
exceeded $1 billion for the first time, as strong growth in DSL and other
broadband and Internet services represented nearly one-third of revenue growth. 

Data: Broadband, Internet, E>Commerce

BellSouth continues to rapidly deploy broadband services, and finished the
quarter with 303,000 customers for DSL high-speed Internet access. In the first
quarter alone, the company added more than 88,000 DSL customers - a sequential
quarter increase of 40.9 percent. Including dial-up, total Internet access
customers passed the one million milestone. Total data revenues of $1.03 billion
increased 27.5 percent compared to the same quarter of 2000. 

In the consumer marketplace, BellSouth's DSL revenues are increasing rapidly.
The bulk of data revenues, however, comes from high-speed, high-capacity
services for BellSouth's business customers. LightGate(R) service, for example,
is one of the company's top selling data products. LightGate integrates data,
voice and video over a fiber optic-based private line service, giving businesses
the equivalent of 672 circuits for data, private line, dial-up or voice
applications. In March 2001, BellSouth became the first and only data network
provider offering Subrate T3 service, a new frame relay product that gives
businesses true bandwidth on demand. 

Domestic Wireless / Cingular

BellSouth's domestic wireless revenues, representing the company's 40 percent
share of Cingular, were $1.3 billion in the first quarter of 2001. This was a
gain of 38.8 percent compared to BellSouth's domestic wireless revenues in the
first quarter of 2000. At March 31, Cingular had 20.5 million cellular and PCS
customers, an annual growth rate of 18.7 percent. Revenue growth in the first
quarter of 2001 was driven by Cingular's nationwide footprint and demand for the
company's array of data and voice services, including package plans. 

Latin America Group

BellSouth added 715,000 Latin America wireless customers in the first quarter,
bringing customers to nearly 7.8 million, an annual growth rate of 52.7 percent.
Consolidated Latin America revenues -- including advertising and publishing -
were $773 million in the first quarter of 2001. BellSouth's mid-2000 acquisition
in Colombia and last year's expansion of wireless service into the interiors of
Argentina and Chile had a favorable impact on customer growth. BellSouth now
serves markets in 11 Central and South American countries. 

Worldwide Wireless Reach

Including Cingular, BellSouth now provides wireless services to 42.6 million
total customers in 16 countries. On a proportionate basis, BellSouth's wireless
customers around the world numbered 18.4 million at March 31, an increase of 6.0
million, or 47.8 percent, compared to the first quarter of 2000. Through its
international operations and its domestic joint venture, Cingular, BellSouth's
wireless licenses cover a total population globally of more than 537 million. 

Special Items

Reported EPS in the first quarter of 2001 was 47 cents, including the impact of
special items totaling 5 cents. These items were: a non-cash charge for post-
retirement benefit changes; a loss on the sale of an investment; and transition
costs associated with the previously announced restructuring of BellSouth's
consumer wireless video entertainment business. 

2001 Guidance

BellSouth reaffirmed previous guidance for certain key financial and business
metrics in 2001 as follows: 

      Earnings per share                                    7-9% growth
      Total operating revenue - including Cingular          9-11% growth
      Data revenue                                          30% growth (approx.)
      Capital expenditures                                  $5.5-6.0 billion
      DSL high-speed Internet customers                     600,000 at 12/31/01


About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications services company
headquartered in Atlanta, GA, serving more than 45 million customers in the
United States and 16 other countries. 

Consistently recognized for customer satisfaction, BellSouth provides a full
array of broadband data and e-commerce solutions to business customers,
including Web hosting and other Internet services. In the residential market,
BellSouth offers DSL high-speed Internet access, advanced voice features and
other services. BellSouth also provides online and directory advertising
services, including BellSouth(R) Real PagesSM.com. 

BellSouth owns 40 percent of Cingular Wireless, the nation's second largest
wireless company, which provides innovative wireless data and voice services. 

Further information about BellSouth's first quarter earnings can be accessed at
http://www.bellsouth.com/investor. The press release, financial statements and
earnings commentary summarizing highlights of the quarter are available on the
BellSouth Investor Relations Web site starting today at 8 a.m. Eastern Time. 

BellSouth will host a conference call with the investment community at 10 a.m.
Eastern Time today, April 19. Participating on the call will be BellSouth CFO
Ron Dykes and Investor Relations Vice President Nancy Humphries. Dial-in
information for the conference call is: 

Domestic: 888-209-4006
International: 212-231-6005 

A replay of the call will be available beginning at noon today, through 5 p.m.
April 26. The replay can be accessed by dialing: 

Domestic: 800-633-8625
Reservation number: 18437429 

International: 858-812-6450
Reservation number: 18437429 

The first quarter earnings press release, BLS Investor News summarizing
highlights of the quarter, and downloadable Microsoft Excel and computer
viewable financial statements are available on our Web site at
http://www.bellsouth.com/investor at 8 a.m. today. Today's conference call will
also be audiocast live beginning at 10 a.m. on our Web site, with a replay
available through April 26, 2001. 

In addition to historical information, this document contains forward-looking
statements regarding events and financial trends. Factors that could affect
future results and could cause actual results to differ materially from those
expressed or implied in the forward-looking statements include: (i) a change in
economic conditions in domestic or international markets where we operate or
have material investments which would affect demand for our services; (ii) the
intensity of competitive activity and its resulting impact on pricing strategies
and new product offerings; and (iii) higher than anticipated cash requirements
for investments, new business initiatives and acquisitions. The forward-looking
information in this document is given as of this date only, and BellSouth
assumes no duty to update this information.

                                Page 1
BellSouth Corporation     
Consolidated Statements of Income - Normalized Basis (unaudited) 
(amounts in millions, except per share data)     
       
Note to Readers: Our reported results have been significantly impacted by
several events, including the formation of Cingular Wireless, adoption of new
revenue recognition policies and other one-time items. To assist in your
understanding of our results, we have prepared the following normalized
information, including the notes on page 4 which discuss the impacts of these
events. See the following page for our reported results. 
       
                                                  1Q01    1Q00(10)     Growth 
Operating Revenues     
 Communications group                            $4,627   $4,491        3.0% 
 Domestic wireless                                1,310      944       38.8% 
 Latin America                                      773      678       14.0% 
 Domestic advertising and publishing                434      349       24.4% 
 All other                                           34       33        3.0% 
  Total Operating Revenues                        7,178    6,495       10.5% 
       
Operating Expenses     
 Operational and support expenses                 3,955    3,576       10.6% 
 Depreciation and amortization                    1,337    1,218        9.8% 
  Total Operating Expenses                        5,292    4,794       10.4% 
Operating Income                                  1,886    1,701       10.9% 
Interest Expense                                    420      306       37.3% 
Other Income (Expense), net                          71      146      -51.4% 
Income Before Income Taxes                        1,537    1,541      -0.3% 
Provision for Income Taxes                          562      560       0.4% 
  Net Income                                       $975     $981      -0.6% 
       
Diluted:      
 Weighted Average Common Shares Outstanding       1,886    1,898      -0.6% 
 Earnings Per Share                               $0.52    $0.52        -- 
       
Selected Financial and Operating Data     
       
EBITDA (5)                                       $3,223   $2,919      10.4% 
EBITDA margin (6)                                  44.9%    44.9%      -- 
Return on average equity (annualized)              22.6%    25.9%   -330bps 
Return on average total capital (annualized)       15.5%    15.6%    -10bps 
       
Digital and data revenues                        $1,034   $811        27.5% 
Dividends per share                              $0.19    $0.19        -- 
Capital expenditures                             $1,644  $1,563        5.2% 
       
Common shares outstanding                         1,873  1,880        -0.4% 
Book value per share                              $9.29  $8.33        11.5% 
Debt ratio                                        52.6%  51.0%       +160bps 
Total employees                                 107,155  96,653       10.9%

See Accompanying Notes at Page 4

                               Page 2 

BellSouth Corporation     
Consolidated Statements of Income - Reported Basis (unaudited) 
(amounts in millions, except per share data)     
       
                                                  1Q01    1Q00(10)     Growth 
Operating Revenues     
 Communications group                            $4,665   $4,513       3.4% 
 Domestic wireless                                    -      867    -100.0% 
 Latin America                                      773      678      14.0% 
 Domestic advertising and publishing                434      349      24.4% 
 All other                                           47       33      42.4% 
  Total Operating Revenues                        5,919    6,440      -8.1% 
       
Operating Expenses     
 Operational and support expenses                 3,161    3,521     -10.2% 
 Depreciation and amortization                    1,157    1,218      -5.0% 
 Severance accrual                                    -       78    -100.0% 
  Total Operating Expenses                        4,318    4,817     -10.4% 
Operating Income                                  1,601    1,623      -1.4% 
Interest Expense                                    360      306      17.6% 
Other Income (Expense), net                         166      214     -22.4% 
Income Before Income Taxes                        1,407    1,531      -8.1% 
Provision for Income Taxes                          516      530      -2.6% 
  Net Income                                       $891   $1,001     -11.0% 
       
Diluted:      
 Weighted Average Common Shares Outstanding       1,886    1,898      -0.6% 
 Earnings Per Share                               $0.47    $0.53     -11.3% 
       
Selected Financial and Operating Data     
EBITDA (5)                                       $2,758   $2,919      -5.5% 
EBITDA margin (6)                                  46.6%    45.3%   +130bps 
Return on average equity (annualized)              20.7%    26.4%    -570bps 
Return on average total capital (annualized)       14.5%    15.8%    -130bps 

See Accompanying Notes at Page 13

                                Page 3
 
BellSouth Corporation     
Normalized Earnings Summary (unaudited)     
(amounts in millions, except per share data)     
       
                                                   1Q01    1Q00      Growth 

Reported Net Income                                $891    $1,001     -11.0% 
 Postretirement benefit expense (a)                  47         -  
 Loss on sale of Qwest common stock (b)              32         -  
 Losses from wireless video business (c)              5         -  
 Gain on E-Plus restructuring (d)                     -       (68)  
 Severance accrual (e)                                -        48  
Normalized Net Income                              $975      $981      -0.6% 
       
Reported Diluted Earnings Per Share               $0.47     $0.53     -11.3% 
 Postretirement benefit expense (a)                0.02         -  
 Loss on sale of Qwest common stock (b)            0.02         -  
 Losses from wireless video business (c)              -         -  
 Gain on E-Plus restructuring (d)                     -     (0.04)  
 Severance accrual (e)                                -      0.03  
Normalized Diluted Earnings Per Share *           $0.52     $0.52        -- 
       
* Normalized earnings per share for first quarter 2001 does not sum due to
rounding.

See Accompanying Notes at Page 4

                               Page 4 
BellSouth Corporation  
Notes to Normalized Financial and Operating Data  
   
Our normalized earnings have been adjusted for the following:
  
(a) Post-retirement benefit expense - The amount shown represents expense for   
    changes in post-retirement medical benefit obligations. This expense is     
    being recognized in accordance with generally accepted accounting           
    principles.
 
(b) Loss on sale of Qwest common stock - Represents the loss incurred from the  
    sale of a portion of our investment in Qwest common stock. 

(c) Losses from Wireless Video Business - Represents the current period losses  
    being incurred as we exit the wireless video entertainment business. 

(d) Gain on E-Plus Restructuring - Represents income related to the             
    restructuring of our ownership interest in German wireless operator E-Plus. 

(e) Severance Accrual - Represents expense recorded as a result of our plan to  
    reduce our domestic general and administrative staff. 
   
In addition to the items discussed above, our consolidated normalized statements
of income have been adjusted for the following:
 
(f) Communications group revenues have been adjusted to present all revenues    
    from sales of customer premises equipment on an agency-fee basis (net of    
    associated direct costs). This adjustment is made to present these revenues 
    on a basis comparable to amounts earned under a new vendor contract entered 
    into during first quarter 2001. 

(g) The first quarter 2001 period has been adjusted to include our proportional 
    share of Cingular Wireless' operating results for first quarter 2001, net of
    eliminations for amounts charged between Cingular and other BellSouth       
    companies. 

(h) Cingular presents its revenues and expenses from roamer activity on a gross 
    basis. We have conformed our domestic wireless revenues and operational and 
    support expenses for first quarter 2000 to present roamer revenues and      
    roamer costs on a consistent basis.

                                  Page 5 

BellSouth Corporation     
Consolidated Balance Sheets (unaudited)     
(amounts in millions, except per share data)     
       
                                                  March 31,    December 31, 
                                                    2001         2000 
Assets      
Current Assets:     
 Cash and cash equivalents                           $712       $1,061  
 Temporary cash investments                             4           37  
 Accounts receivable, net of allowance for 
  uncollectibles of $398 and $377                   5,359        5,157  
 Material and supplies                                414          379  
 Other current assets                                 890          772  
  Total Current Assets                              7,379        7,406  
       
Investments and Advances                            9,905       11,010  
Property, Plant and Equipment, net                 24,634       24,157  
Deferred Charges and Other Assets                   4,445        4,180  
Intangible Assets, net                              4,280        4,172  
Total Assets                                      $50,643      $50,925  
       
Liabilities and Shareholders' Equity     
Current Liabilities:     
 Debt maturing within one year                     $6,250       $7,569  
 Accounts payable                                   2,105        2,233  
 Other current liabilities                          3,511        3,468  
  Total Current Liabilities                        11,866       13,270  
       
Long-Term Debt                                     13,075       12,463  
       
Noncurrent Liabilities:     
 Deferred income taxes                              3,516        3,580  
 Other noncurrent liabilities                       4,793        4,700  
  Total Noncurrent Liabilities                      8,309        8,280  
       
Shareholders' Equity:     
 Common stock, $1 par value                         2,020        2,020  
 Paid-in capital                                    6,761        6,740  
 Retained earnings                                 14,588       14,074  
 Accumulated other comprehensive income              (637)        (488) 
 Shares held in trust and treasury                 (5,168)      (5,222) 
 Guarantee of ESOP debt                              (171)        (212) 
  Total Shareholders' Equity                       17,393       16,912  
Total Liabilities and Shareholders' Equity        $50,643      $50,925 

See Accompanying Notes at Page 13


                                  Page 6 

BellSouth Corporation     
Results by Segment (amounts in millions) (unaudited)     
       
Communications Group (1)     
       
                                                    1Q01       1Q00     Growth 
Operating Revenues     
 Local service                                    $2,910       $2,828    2.9% 
 Network access                                    1,237        1,232    0.4% 
 Long distance                                       171          170    0.6% 
 Other                                               368          348    5.7% 
  Total Operating Revenues                         4,686        4,578    2.4% 
Operating Expenses     
 Operational and support expenses                  2,200        2,164    1.7% 
 Depreciation and amortization                       976          911    7.1% 
  Total Operating Expenses                         3,176        3,075    3.3% 
Operating Income                                   1,510        1,503    0.5% 
Interest Expense                                     168          162    3.7% 
Other Income, net                                     12            4    N/M* 
Income Before Income Taxes                         1,354        1,345    0.7% 
Provision for Income Taxes                           499          513   -2.7% 
  Segment Net Income(1)                             $855         $832    2.8% 
* - Not meaningful.     
       
Selected Financial and Operating Data     
       
(amounts in millions)     
EBITDA (5)                                        $2,486       $2,414    3.0% 
EBITDA margin (6)                                  53.1%         52.7% +40bps 
Calling feature revenues                            $567         $515   10.1% 
Access minutes of use                             27,942       28,716   -2.7% 
Toll messages                                        108          136  -20.6% 
Capital expenditures                              $1,477       $1,201   23.0% 
       
Equivalent access lines in service (thousands):     
 Access lines                                     25,898       25,860    0.1% 
 Access line equivalents                          31,252       19,725   58.4% 
Total equivalent access lines in service          57,150       45,585   25.4% 
Wholesale Lines                                    1,408          930   51.4% 
Internet customers (thousands):                    1,047          753   39.0% 
DSL customers (thousands):                           303           49  518.4% 

See Accompanying Notes at Page 13

                                 Page 7

BellSouth Corporation      
Results by Segment (unaudited)     
Supplemental Operating Data (in thousands)     
         
Communications Group - Network Access Lines In Service(a)  
         
                                                    1Q01        1Q00     Growth 
Access lines (b)     
 Residence                                        17,192       17,278   -0.5% 
 Business                                          8,464        8,319    1.7% 
 Other                                               242          263   -8.0% 
   Total access lines in service                  25,898       25,860    0.1%
 
Access line equivalents(c)     
 Selected digital data services:     
  DS0 & ADSL                                       2,513          848   196.3% 
  DS1                                              5,985        4,780    25.2% 
  DS3 & higher                                    22,754       14,097    61.4% 
   Total digital data lines in service            31,252       19,725    58.4% 
         
Total equivalent access lines in service          57,150       45,585    25.4% 
         
(a)  Prior period operating data are often revised at later dates to reflect    
     updated information. The above information reflects the latest data        
     available for the periods indicated. 

(b)  Access line counts include amounts for switched access lines, Basic Rate   
     ISDN, Primary Rate ISDN and UNE Combos.  

(c)  Access line equivalents represent a conversion of non-switched data        
     circuits to a switched access line basis and is presented for comparability
     purposes. Equivalents are calculated by converting high-speed/high-capacity
     circuits to the equivalent of a switched access line based on transport    
     capacity. While the revenues generated by access line equivalents have a   
     directional relationship with these counts, growth rates cannot be compared
     on an equivalent basis. 

See Accompanying Notes at Page 13


                                Page 8


BellSouth Corporation      
Results by Segment (amounts in millions) (unaudited)      
        
Domestic Wireless Segment (1)(a)      
                                                    1Q01        1Q00     Growth 
Operating Revenues      
 Service revenues (4)                               $1,205      $873      38.0% 

 Equipment and other revenues                          105        77      36.4% 

  Total Operating Revenues                           1,310       950      37.9% 

Operating Expenses      
 Operational and support expenses                      925       726      27.4% 

 Depreciation and amortization                         180       167       7.8% 

  Total Operating Expenses                           1,105       893      23.7% 

Operating Income                                       205        57     259.6% 

Interest Expense                                        82        27     203.7% 

Other Income, net                                       20        34     -41.2% 

Income Before Income Taxes                             143        64     123.4% 

Provision for Income Taxes                              55        23     139.1% 

  Segment Net Income(1)                                $88       $41     114.6% 

        
Selected Financial and Operating Data (b)      
        
(amounts in millions, except customer data in thousands)      
EBITDA (5)                                             $385      $224     71.9% 

EBITDA margin (6)(c)                                   32.0%     25.7%  +630bps 

        
Average monthly revenue per customer (7)(d)            $50       $59     -15.3% 

Customer net adds in period (excluding ownership changes)      
 Cellular and PCS                                       342       309     10.7% 

 Data (Cingular Interactive)                             34        79    -57.0% 

        
Customers      
 Cellular and PCS                                     8,214     5,196     58.1% 

 Data (Cingular Interactive)                            263       303    -13.2% 

POPs                                                 76,800    57,034     34.7% 

Penetration rate (9)                                   10.7%      9.4%  +130bps 

        
(a) The first quarter 2000 period is comprised of BellSouth's wireless voice and
    wireless data operations. The first quarter 2001 period is comprised of     
    BellSouth's 40% share of the reported results of Cingular Wireless. 

(b) Customer data for first quarter 2001, including POPs, penetration rate and  
    average monthly revenue per customer, is comprised of BellSouth's 40% share 
    of the managed results of Cingular Wireless. 

(c) EBITDA margin denominator includes service revenues only. 

(d) Average monthly revenue per customer excludes Cingular Interactive (formerly
    BellSouth Wireless Data). 


See Accompanying Notes at Page 13

                                Page 9

BellSouth Corporation     
Results by Segment (amounts in millions) (unaudited)     
       
Latin America Group (1)(2)     
       
                                                    1Q01        1Q00     Growth
Operating Revenues     
 Service revenues (4)                               $642        $575       11.7%

 Equipment and other revenues                        139         106       31.1%

 Advertising and publishing revenues                   1          14      -92.9%

  Total Operating Revenues                           782         695       12.5%

Operating Expenses     
 Operational and support expenses                    630         581        8.4%

 Depreciation and amortization                       154         126       22.2%

  Total Operating Expenses                           784         707       10.9%

Operating Income                                      (2)        (12)      83.3%

Interest Expense                                      60          33       81.8%

Other Income, net                                    (41)         12        N/M*

Income Before Income Taxes                          (103)        (33)       N/M 
Provision for Income Taxes                             3         (13)       N/M 
  Segment Net Income(1)                            ($106)       ($20)       N/M 
* - Not meaningful.     
       
Selected Financial and Operating Data      

(amounts in millions, except customer data in thousands)     
EBITDA (5)                                          $152        $114       33.3%

EBITDA margin (6)                                  19.4%       16.4%     +300bps

       
Average monthly revenue per customer (8)  ,          $28         $40      -30.0%

Customer net adds in period 
(excluding ownership changes)                        715         827      -13.5%

       
Customers (voice)                                  7,784       5,096       52.7%

POPs                                             156,200     114,600       36.3%

Penetration rate (9)                                5.0%        5.5%      -50bps


See Accompanying Notes at Page 13

                                Page 10

BellSouth Corporation     
Proportionate Basis(3) - Selected Financial and Operating Data     
(Amounts in millions, except customer data in thousands)     
       
Latin America Group (1)(2)     
                                                    1Q01        1Q00     Growth
Operating revenues                                  $712        $667        6.7%

EBITDA(5)                                           $154        $109       41.3%

EBITDA margin(6)                                    21.6%       16.3%    +530bps

       
Average monthly revenue per customer (8)             $28         $39      -28.2%

Customer net adds in period 
(excluding ownership changes)                        668         780      -14.4%

       
Customers (voice)                                  7,574       5,007       51.3%

POPs                                             156,586     124,401       25.9%

Penetration rate (9)                                 4.8%        4.9%     -10bps



See Accompanying Notes at Page 13

                                Page 11

BellSouth Corporation          
Worldwide Wireless (unaudited)         
Customers and POPs by Country         
(Proportionate Basis(3) in thousands)         
                                          Customers As of         POPs As of 
Country                 Brand            1Q01  1Q00 Growth   1Q01   1Q00  Growth


United States      Cingular Wireless/    8,214 5,637 45.7%  76,800 59,403 29.3% 
                   BellSouth Mobility         

Argentina          Movicom BellSouth     1,094   836 30.9%  23,270 23,270    -- 
Brazil             Various*              1,393   890 56.5%  25,234 20,500 23.1% 
Chile              BellSouth               757   403 87.8%  15,100 15,100    -- 
Colombia Celumovil BellSouth               738     - N/M**  27,451      -   N/M 
Ecuador            BellSouth               217   182 19.2%  11,086 11,086    -- 
Guatemala          BellSouth                17     - N/M     7,140  7,140    -- 
Nicaragua          BellSouth               116    45 157.8%  2,581  2,581    -- 
Panama             BellSouth                98    62 58.1%   1,223  1,223    -- 
Peru               BellSouth               369   309 19.4%  24,403 24,403    -- 
Uruguay            Movicom BellSouth        62    65 -4.6%     966    966    -- 
Venezuela          Telcel BellSouth      2,713 2,215 22.5%  18,132 18,132    -- 
          
Total Latin America                      7,574 5,007 51.3% 156,586 124,401 25.9%

          
Denmark            Sonofon                 408   385  6.0%   2,465   2,465   -- 
Germany            e-plus                1,554   920 68.9%  18,568  18,568   -- 
India              SkyCell                  11     6 83.3%   1,348   1,348   -- 
Israel             Cellcom                 687   526 30.6%   2,119   2,119   -- 
          
                                         2,660 1,837 44.8%  24,500  24,500   -- 
          
Total Worldwide Wireless Customers     18,448 12,481 47.8% 257,886 208,304 23.8%

          
* - BCP in Sao Paulo and Northeast regions; TCO.      
** - Not meaningful.          

See Accompanying Notes at Page 13

                                Page 12
  
BellSouth Corporation     
Results by Segment (amounts in millions) (unaudited)     
       
Domestic Advertising & Publishing (1)     
                                                    1Q01        1Q00     Growth

Total Operating Revenues                            $437        $353       23.8%


Operating Expenses     
 Operational and support expenses                    204         191        6.8%

 Depreciation and amortization                         7           7          --

  Total Operating Expenses                           211         198        6.6%

Operating Income                                     226         155       45.8%

Interest Expense                                       8           5       60.0%

Other Income, net                                      4           -        N/M*

Income Before Income Taxes                           222         150       48.0%

Provision for Income Taxes                            85          56       51.8%

  Segment Net Income(1)                             $137         $94       45.7%

       
EBITDA (5)                                          $233        $162       43.8%

EBITDA margin (6)                                  53.3%       45.9%     +740bps

       
* - Not meaningful.     

See Accompanying Notes at Page 13

                                Page 13  


BellSouth Corporation 

Notes  

(1) Segment net income (loss) is based on normalized results which exclude      
    certain one-time transactions and certain corporate intercompany billings.  
    Intersegment revenues are not eliminated for purposes of management         
    reporting. 
(2) Results for the Latin America segment are reported one month in arrears.  
(3) Proportionate basis financial and operating data reflect our ownership      
    interest in the total operating results for each of our wireless properties,
    both domestic and international, whether or not consolidated for financial  
    statement presentation purposes. 
(4) Wireless service revenues includes activation fees, access, airtime,        
    roaming, long distance and value added services. Roaming revenues are       
    included on a gross basis for the Domestic Wireless segment and on a net    
    basis for the Latin America segment. 
(5) EBITDA is defined as operating revenues less operational and support        
    expenses.  
(6) EBITDA margin is calculated by dividing EBITDA by operating revenues. 
(7) For the Domestic Wireless segment, Average monthly revenue per customer is  
    calculated by dividing average monthly revenue by average customers. Average
    monthly revenue includes activation fees, access, airtime, roaming (gross), 
    long distance and value added services. 
(8) For the Latin America segment, Average monthly revenue per customer is      
    calculated by dividing average monthly revenue by average customers. Average
    monthly revenue includes activation fees, access, airtime, roaming (net),   
    long distance and value added services. 
(9) Penetration rate is calculated by dividing customers by POPs (excludes POPs 
    in markets where service has not been initiated). 
(10) During fourth quarter 2000, we adopted a new method of recognizing revenues
    and expenses derived from installation and activation activities. We did    
    this to comply with new accounting guidance contained in SAB101, which      
    requires that revenues from such activities be deferred and recognized over 
    the estimated life of the relationship with the customer. As required by    
    SAB101, we retroactively adopted the new method effective January 1, 2000.  
    The retroactive adoption decreased our previously reported revenues and     
    expenses equally by $47 for first quarter 2000. The adoption did not affect 
    our reported earnings for any 2000 period.  

                              Notes to Segment Results