2nd Quarter & Interim Results

Bellsouth Corp
14 August 2000


                                        FOR MORE INFORMATION, CONTACT:
                                                       Pattie Kushner
                                                       [phone]

                 BELLSOUTH SECOND QUARTER EPS INCREASES 9.8% 
                     Continued Strong Business Performance 
               in Data/Internet/E>Commerce, Wireless, International 

ATLANTA, GA -- (July 20,2000) - BellSouth Corporation (NYSE: BLS) reported
second quarter earnings per share (EPS) of 56 cents, an increase of 9.8 percent
compared to 51 cents before a special item in the second quarter of 1999. 

Consolidated revenues were a quarterly record $6.8 billion and up 9.8 percent
over the same period in 1999. Growth continued to be driven by BellSouth's
rapidly evolving mix of data, wireless and international revenues. 

'We continue to execute our strategies by giving our customers the high-tech
communications that are essential in the Internet economy,' said Duane Ackerman,
chairman and chief executive officer. 'Businesses require high-performing
networks to run their innovative applications. Consumers want BellSouth to
package digital TV and all of today's powerful services for them. We're putting
it all together for customers in all these fast-growing markets.'
 
Data, Internet, E>Commerce 

High-speed data services and e>commerce applications for business customers, as
well as Web hosting and Internet access, were the major factors driving
BellSouth data revenues of $869 million in the second quarter, a 26.9 percent
gain. In June alone, the company rolled out six new data products for larger
businesses. At the end of the quarter, BellSouth had 74,000 customers for DSL
and other high-speed access products and a total of 788,000 Internet service
subscribers. Equivalent access lines, which include broadband data services as
well as traditional switched lines, grew at a record annual rate of 20.8
percent. 

Domestic Wireless 

Proportionate revenues of $877 million grew 17.4 percent compared to $747
million in the second quarter of 1999 (normalized for the sale of Honolulu
Cellular last August). At June 30, 2000 BellSouth served 5.9 million mobile
phone customers in the U.S. (proportionate basis). This is an annual growth rate
of 17.6 percent (normalized for Honolulu), up from 15.4 percent growth in the
first quarter of 2000. In May, BellSouth broke new ground in the wireless
industry when it introduced 'Rollover Minutes,' an innovative concept that
allows customers in special plans to keep unused minutes from month-to-month. In
addition, the company's digital one-rate plans and other value-priced packages
are driving increased usage and revenues. Average revenue per subscriber of $54
in the second quarter of 2000 increased 5.9 percent compared to $51 in the same
three months a year ago. 

International 

BellSouth added 790,000 international wireless customers in the second quarter
(proportionate basis), including a recent acquisition that expanded BellSouth's
operations in Brazil, driving an annual growth rate of 70.6 percent. Second
quarter proportionate revenues climbed 17.6 percent, to $834 million in 2000
from $709 million in the same quarter of the previous year. With operations
concentrated in Latin America and Europe, BellSouth's businesses now cover a
total population overseas of more than 303 million and serve 16.2 million total
wireless customers (7.6 million on a proportionate basis). In May and June,
BellSouth announced two related transactions that will give its newest Latin
American company, Celumovil, the first national cellular footprint in Colombia. 

Calling Features and Packages 

Calling feature revenues were $532 million in the second quarter of 2000, an
11.5 percent increase compared to $477 million in the same three months of 1999.
The BellSouth(R) Complete Choice(R) Plan family of services is now used by
nearly three in 10 residential customers. Complete Choice packages basic service
with any or all of some two dozen calling features such as Caller ID and Call
Waiting Deluxe. Caller ID now is activated on more than 7.5 million BellSouth
residential lines. Newer products such as Privacy Director also contributed to
the second quarter gains. 

Additional Financial Highlights 

BellSouth's consolidated revenues of $6.8 billion in the second quarter of 2000
increased 9.8 percent. The second quarter of the previous year included a
non-cash charge of $320 million related to the impairment of wireless assets.
Not including this special item, consolidated expenses of $4.8 billion in the
second quarter of 2000 increased 6.4 percent and net income of $1.1 billion
increased 9.4 percent. Net income in the three months ended June 30, 1999 was
$973 million before the special item, and $786 million as reported (41 cents per
share). 

BellSouth is a $26 billion communications services company. It provides
telecommunications services, Internet, data and e>commerce applications,
wireless communications, cable and digital TV, and online and directory
advertising to more than 40 million customers in 18 countries worldwide. 

Access BellSouth's computer viewable and downloadable earnings commentary and
financial statements at www.bellsouth.com/investor


BellSouth Corporation
Consolidated Statements of Income (unaudited)
(amounts in millions, except per share data)


                               Quarter Ended              Six Months Ended
                      6/30/00   6/30/99  % Change    6/30/00  6/30/99  % Change
Operating Revenues       
Wireline communications   
Local service            $2,862   $2,712    5.5%      $5,683   $5,366     5.9%
Network access            1,245    1,187    4.9%       2,508    2,378     5.5% 
Long distance               131      153  (l4.4%)        266      303   (12.2%) 
Other wireline              357      255   40.0%         642      535    20.0%
Total wireline 
 communications           4,595    4,307    6.7%       9,099    8,582     6.0%
Domestic wireless           919      796   15.5%       1,772    1,540    15.1%
International               
 operations                 658      565   16.5%       1,322    1,126    17.4%
Advertising and 
 publishing                 471      407   15.7%         835      750    11.3%
Other                       109       73   49.3%         211      123    71.5%
Total Operating 
 Revenues                 6,752    6,148    9.8%      13,239   12,121     9.2%  

Operating Expenses
Operational and support 
 expenses                 3,565    3,359    6.1%       7,133    6,612     7.9%
Depreciation and 
 amortization             1,240    1,155    7.4%       2,458    2,268     8.4%
Severance accrual           -        -      N/M           78      -       N/M 
Loss on asset impairment    -        320    N/M          -        320     N/M 
Total Operating Expenses  4,805    4,834   (0.6%)      9,669    9,200     5.1%
Operating Income          1,947    1,314   48.2%       3,570    2,921    22.2%
Interest Expense            332      245   35.5%         638      471    35.5%
Other Income (Expense),      
 net                         68      187    N/M          282      (20)    N/M
Income Before Income 
 Taxes                    1,683    1,256   34.0%       3,214    2,430    32.3%
Provision for Income 
 Taxes                      619      470   31.7%       1,149    1,029    11.7%
Net Income               $1,064    $ 786   35.4%      $2,065   $1,401    47.4%

Diluted:
 Weighted Average 
 Common Shares 
 Outstanding              1,900    1,909  (0.5%)       1,899    1,930    (1.6%)
 Earnings Per Share       $0.56    $0.41  36.6%        $1.09    $0.73    49.3%

Selected Financial and Operating Data

                             Quarter Ended              Six Months Ended
                    6/30/00  6/30/99   % Change   6/30/00   6/30/99   % Change  
                         
EBITDA               $3,187   $2,789      14.3%    $6,106    $5,509      10.8%
EBITDA margin          47.2%    45.4%    +180bps     46.1%     45.5%     +60bps
Return on average      26.2%    22.5%    +370bps     26.3%     19.1%    +720bps
 equity (annualized)   
Return on average 
 total capital 
 (annualized)          16.5%    13.9%    +260bps     16.2%     12.6%    +360bps
Digital and data 
 revenues              $869     $685       26.9%   $1,680    $1,306      28.6%
Dividends per share   $0.19    $0.19        0.0%    $0.38     $0.38       0.0%
Capital expenditures $1,705   $1,498       13.8%   $3,268    $2,885      13.3%

                               As of
                    6/30/00   6/30/99  % Change

Common shares 
 outstanding          1,879     1,885     (0.3%)
Book value per share  $8.78     $7.40     18.6%
Debt ratio             50.6%     53.8%   -320bps
Total employees      99,027    94,998      4.2%

See Accompanying Notes in Endnotes Sheet  


BellSouth Corporation

Normalized Earnings Summary (unaudited) 
(amounts in millions, except per share data)

                            Quarter Ended    %         Six Months Ended     %
                           6/30/00  6/30/99 Change    6/30/00   6/30/99 Change

Reported Net Income        $1,064    $786     35.4%    $2,065     $1,40l  47.4%
Gain on E-Plus 
 restructuring (a)           -         -        -       (68)         -     N/M
Severance accrual (b)        -         -        -        48          -     N/M
Loss on asset impairment (c) -       187      N/M         -        187     N/M
Foreign currency loss (d)    -         -        -         -        280     N/M
Normalized Net Income     $1,064    $973      9.4%    $2,045    $1,868    9.5%

Reported Diluted Earnings 
 Per Share                 $0.56    $0.41    36.6%    $1.09      $0.73    49.3%
Gain on E-Plus 
 restructuring (a)             -        -       -     (0.04)         -     N/M
Severance accrual (b)          -        -       -      0.03          -     N/M
Loss on asset impairment (c)   -     0.10     N/M         -       0.10     N/M
Foreign currency loss (d)      -        -       -         -       0.15     N/M
Normalized Diluted Earnings 
Per Share (e)              $0.56    $0.51     9.8%    $1.08      $0.97    11.3%

Normalized return on average 
equity (annualized)         26.2%    27.8%  -160bps    26.0%      25.5%  +50bps
Normalized return on average 
total capital (annualized)  16.5%    16.5%   +0bps     16.0%      15.9%  +10bps

(a) Represents Income related to the restructuring of our ownership interest in
German wireless operator E-Plus.

(b) Represents expense recorded as a result of our previously announced plan to
reduce our domestic workforce.

(c) Represents the after-tax loss recorded in second quarter 1999 associated
with the write-down of equipment that is being replaced as we continue to
upgrade our U.S. wireless network.

(d) Represents our share of foreign currency losses recorded during first
quarter 1999 as a result of the devaluation of the Brazilian Real during January
1999.

(e) 1999 year-to-date normalized diluted earnings per share do not sum due to
rounding.


See Accompanying Notes in Endnotes Sheet  


BellSouth Corporation
Consolidated Balance Sheets (unaudited)
(amounts in millions, except per share data)

                                                  June 30,    December 31,
                                                     2000            1999
Assets
Current Assets:
  Cash and cash equivalents                         $1,520       $1,287
  Temporary cash investments                            27          105
  Accounts receivable-net of allowance 
  for uncollectibles of $316 and $312                5,014        5,177
  Material and supplies                                468          451
  Other current assets                                 590          367
     Total Current Assets                            7,619        7,387

Investments and Advances                             7,456        6,097
Property, Plant and Equipment, net                  25,297       24,631
Deferred Charges and Other Assets                    1,717        1,564
Intangible Assets, net                               4,023        3,774
Total Assets                                       $46,112      $43,453

Liabilities and Shareholders' Equity
Current Liabilities:
  Debt maturing within one year                     $6,108       $7,653
  Accounts payable                                   2,100        1,961
  Other current liabilities                          4,234        3,781
     Total Current Liabilities                      12,442       13,395

Long-Term Debt                                      10,869        9,113
Noncurrent Liabilities:
  Deferred income taxes                              2,963        2,705
  Unamortized investment tax credits                   106          126
  Other noncurrent liabilities                       3,230        3,299
     Total Noncurrent Liabilities                    6,299        6,130

Shareholders' Equity:
  Common stock, $1 par value                         2,020        2,020
  Paid-in capital                                    6,775        6,771
  Retained earnings                                 12,746       11,456
  Accumulated other comprehensive income               (5)         (358)
  Shares held in trust and treasury                (4,832)       (4,798)
  Guarantee of ESOP debt                             (202)         (276)
     Total Shareholders' Equity                     16,502       14,815
Total Liabilities and Shareholders' Equity         $46,112      $43,453


See Accompanying Notes in Endnotes Sheet  

BellSouth Corporation
Consolidated Statements of Income (amounts in millions) (unaudited)

Wireline Communications

                                Quarter Ended           Six Months Ended
                           6/30/00 6/30/99  % Change  6/30/00 6/30/99  % Change

Operating Revenues
  Local service            $2,862   $2,712     5.5%   $5,683   $5,366    5.9%
  Network access            1,245    1,187     4.9%    2,508    2,378    5.5%
  Long distance               131      153   (14.4%)     266      303  (12.2%)
  Other wireline              443      374    18.4%      800      702   14.0%
   Total Operating Revenues 4,681    4,426     5.8%    9,257    8,749    5.8%
Operating Expenses
  Operational and 
     support expenses       2,188    2,186     0.1%    4,331    4,263    1.6%
  Depreciation and 
          amortization        904      850     6.4%    1,785    1,683    6.1%
   Total Operating Expenses 3,092    3,036     1.8%    6,116    5,946    2.9%
Operating Income            1,589    1,390    14.3%    3,141    2,803   12.1%
Interest Expense              176      133    32.3%      338      268   26.1%
Other Income, net               4        -     N/M        10        1     N/M
Income Before Income Taxes  1,417    1,257    12.7%    2,813    2,536   10.9%
Provision for Income Taxes    509      476     6.9%    1,042      954    9.2%
 Segment Net Income(1)     $  908   $  781    16.3%   $1,771   $1,582   11.9%

Selected Financial and Operating Data
                                    Quarter Ended           Six Months Ended
                           6/30/00 6/30/99  % Change  6/30/00 6/30/99  % Change
(amounts in millions)
EBITDA                     $2,493  $ 2,240    11.3%   $4,926  $ 4,486    9.8%
EBITDA margin                53.3%    50.6%   +270bps   53.2%    51.3% +190bps
Convenience feature revenues $532  $   477    11.5%   $1,047  $   921   13.7%
Access minutes of use      28,798   27,627     4.2%   57,514   54,452    5.6%  
Long distance messages        129      168   (23.2%)     265      345  (23.2%)
Capital expenditures       $1,248  $ 1,166     7.0%   $2,425  $ 2,255    7.5%


                                                        As of 
                                                6/30/00   6/30/99   % Change
Debt ratio                                        53.2%      48.5%    +470bps
Equivalent access lines in service (thousands):
  Switched access lines                          24,647    24,370      1.1%
  Access line equivalents                        23,649    15,605     51.5%
Total equivalent access lines in service         48,296    39,975     20.8%
Telephone employees                              65,590    64,727      1.3%


See Accompanying Notes in Endnotes Sheet  

BellSouth Corporation
Supplemental Operating Data (in thousands)

Wireline Communications - Network Access Lines In Service (a)

                                                           As of
                                               6/30/00     6/30/99  % Change

Switched access lines
 Residence                                      17,189      16,782    2.4%
 Business                                        7,198       7,316   (1.6%)
 Other                                             260         272   (4.4%)
  Total switched access lines in service        24,647      24,370    1.1%

Access line equivalents (b)                 
 Selected digital data services:
    Basic rate ISDN                                231         202   14.4%
    Primary rate ISDN                            1,049         714   46.9%
    DSO                                          1,030         517   99.2%
    DS1                                          5,009       3,911   28.1%
    DS3 & higher                                16,330      10,261   59.1%
      Total digital data lines in service       23,649      15,605   51.5%

Total equivalent access lines in service        48,296      39,975   20.8%

(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 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 in Endnotes Sheet  

BellSouth Corporation
Consolidated Statements of Income (amounts in millions) (unaudited)

Domestic Wireless (2)
                                 Quarter Ended           Six Months Ended
                           6/30/00 6/30/99  % Change  6/30/00 6/30/99  % Change
                                                      
Operating revenues          $  923    $799    15.5%   $ 1,780  $1,547    15.1%
Segment net income(1)       $  127     $71    78.9%     $ 187   $ 131    42.7%
Total assets                $5,978  $6,452    (7.3%)

Proportionate Basis(3) - Selected Financial and Operating Data

                                Quarter Ended           Six Months Ended
                           6/30/00 6/30/99  % Change  6/30/00  6/30/99 % Change

(amounts in millions, except customer data in thousands)

Wireless revenues, net(4)    $877    $761    15.2%     $1,669  $1,462   14.2%
Net income(5)                $127     $69    84.1%      $ 187   $ 132   41.7%
Operating cash flow (7)      $378    $296    27.7%      $ 668   $ 565   18.2%
Operating cash flow margin(8)43.1%   38.9%  +420bps      40.0%   38.6% +140bps
Customer net adds in period 
(excluding ownership changes) 280     146    91.8%        570     353   61.5%
Average monthly revenue per 
 customer(9)                 $ 54    $ 51     5.9%      $  53   $ 50     6.0%

                                                As of
                                        6/30/00      6/30/99   % Change

Customers                                 5,913       5,155      14.7%
POPs                                     59,394      57,256       3.7%
Penetration rate(10)                       10.2%        9.3%     +90bps
Property, plant and equipment, gross    $ 4,845     $ 4,484       8.1%

Normalized Financial and Operating Data

During the third quarter of 1999, we sold our Honolulu Cellular Operations. In
the following table, we have restated the prior period financial and operating
data to reflect these changes and provide more meaningful comparative
information for existing operations.

                               Quarter Ended           Six Months Ended
                           6/30/00 6/30/99  % Change  6/30/00 6/30/99  % Change

(amounts in million, except customer data in thousands)

Wireless revenues, net(4)  $   877  $  747     17.4%   $1,669  $1,435    16.3%
Customers                    5,913   5,029     17.6%
POPs                        59,394  56,384      5.3%
Penetration rate (10)         10.2%    9.2%    100bps

See Accompanying Notes in Endnotes Sheet  

BellSouth Corporation
Consolidated Statements of Income (amounts in millions) (unaudited)

International Operations (2)
                             Quarter Ended               Six Months Ended
                           6/30/00 6/30/99  % Change  6/30/00 6/30/99  % Change

Operating revenues          $  668    $565      18.2%   $1,343  $1,126    19.3%
Segment net income (loss)(1)  ($18)    $50       N/M     ($4)    $30      N/M
Total assets                $5,756  $4,389     31.1%

Proportionate Basis (3) - Selected Financial and Operating Data

                               Quarter Ended           Six Months Ended
                           6/30/00 6/30/99  % Change  6/30/00 6/30/99  % Change

(amounts in millions, except customer data in thousands)

Wireless revenues, net(4)   $834     $709    17.6%    $1,678   $1,414    18.7%
Net income (5)               ($5)    $ 54     N/M     $   16   $   46   (65.2%)
Operating cash flow (7)     $249     $215    15.8%    $  441   $  388    13.7%
Operating cash flow 
 margin (8)                 29.9%    30.3%  -40bps      26.3%    27.4%  -110bps
Customer net adds in period 
(excluding ownership changes)622      424    46.7%     1,609      998     61.2%
Average monthly revenue per 
customer (9)                 $35      $51   (31.4%)      $37   $   53   (30.2%)
                           
                                      As of
                               6/30/00     6/30/99      % Change
Wireless:
  Customers                     7,634        4,475        70.6%
  POPs                        153,635      127,407        20.6%
Penetration rate (10)             5.2%         4.5%      +70bps
Property, plant and equipment, 
  gross                        $3,939       $3,260        20.8%

See Accompanying Notes in Endnotes Sheet  


BellSouth Corporation
Supplemental Operating Data - International Customers and P0Ps by Country
(Proportionate Basis(3) in thousands)

                             Customers As of               P0Ps As of
Country     Brand           6/30/00  6/30/99 % Change  6/30/00 6/30/99 % change 
                     
Argentina   Movicom              911   652     39.7%    8,710   8,775    (0.7%)
            Interior               9     -     N/M     14,560  14,690    (0.9%)
Brazil      BCP (Sao Paulo)      647   437     48.1%    8,049   8,049       -
            BCP (Northeast)      342   103    232.0%   12,452  12,452       -
             TCO (6)             168     -     N/M      4,733       -     N/M
Chile       BellSouth (Santiago) 426   262     62.6%    7,500   7,400     1.4%
            BellSouth (Interior)  56     -     N/M      7,600       -     N/M
Ecuador     BellSouth            179   132     35.6%   11,086  10,996     0.8%
Nicaragua   BellSouth             53    23    130.4%    2,581   2,581       -
Panama      BSC de Panama         69    34    102.9%    1,223   1,135     7.8%
Peru        Tele2000 (Lima)      316   192     64.6%    7,069   5,188    36.3%
            Tele2000 (Interior)   21     -     N/M     17,334  12,600    37.6%
Uruguay     Movicom               64    42     52.4%      966     966       -
Venezuela   Telcel             2,406 1,221     97.1%   18,132  18,132       -
Guatemala   Guatemala              -     -        -     7,140       -      N/M

Subtotal Latin America         5,667 3,098     82.9%  129,135 102,964     25.4%

Denmark     Sonofon              320   393    (18.6%)   2,465   2,465        -
Germany     e-plus             1,080   568     90.1%   18,568  18,545      0.1%
India       SkyCell                7     4     75.0%    1,348   1,348        -
Israel      Cellcom              560   412     35.9%    2,119   2,085      1.6%

Subtotal Europe and 
  Asia/Pacific                 1,967 1,377     42.8%   24,500  24,443      0.2%
Total International            7,634 4,475     70.6%  153,635 127,407     20.6%

See Accompanying Notes in Endnotes Sheet  

BellSouth Corporation
Consolidated Statements of Income (amounts in millions) (unaudited)

Advertising and Publishing

                           Quarter Ended              Six Months Ended
                          6/30/00  6/30/99  % Change  6/30/00  6/30/99 % Change

Operating revenues         $  477  $  410    16.3%    $  846    $  756   11.9%
Segment net income(1)      $  125  $   98    27.6%    $  215    $  182   18.1%
Total assets               $1,579  $1,310    20.5%

Selected Financial and Operating Data

                            Quarter Ended              Six Months Ended
                          6/30/00  6/30/99  % Change  6/30/00  6/30/99 % Change

EBITDA                      $208   $169       23.1%    $363      $315     15.2%
EBITDA margin               43.6%  41.2%      +240bps  42.9%     41.7%  +120bps

Other
                                  Quarter Ended         Six Months Ended
                          6/30/00  6/30/99  % Change  6/30/00  6/30/99 % Change

Operating revenues        $  209    $ 165    26.7%     $399     $285     40.0%
Segment net loss(1)         ($54)    ($59)    8.5%     ($93)   ($116)    19.8%
Total assets              $1,486   $1,333    11.5%


See Accompanying Notes in Endnotes Sheet  

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) Domestic wireless and international operations financial and operating data
are reported one month in arrears, except for domestic wireless customers and
P0Ps which are presented as of quarter end.

(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. Proportionate basis customers and P0Ps
represent end of period customers and estimated market population, respectively,
multiplied by our ownership interest in a licensee operating in that market.

(4)  Wireless revenues, net includes activation fees, access, airtime, roaming
(net), long distance, equipment sales, value added services and other revenue.
Proportionate domestic wireless revenues have been adjusted to include the cost
of equipment sold to customers.

(5) Net income (loss) represents our proportionate interest in the net income
(loss) of the respective operations and does not include gains (losses) from the
sale of properties or development expenses for markets prior to service
initiation.

(6) TCO represents a new investment acquired in May, 2000. This investment is
accounted for under the cost method; therefore, it has no impact on operating
results.

(7) Operating cash flow is defined as operating income plus depreciation and
amortization. While it represents our proportionate interest in the operating
entities' operating cash flows, it does not necessarily represent cash available
to us.

(8) Operating cash flow margin is calculated by dividing operating cash flow by
wireless revenues, net.

(9) Average monthly revenue per customer is calculated by dividing average
monthly revenue by average proportionate basis customers. Average monthly
revenue includes activation fees, access, airtime, roaming (net), long distance
and value added services.

(10) Penetration rate is calculated by dividing proportionate basis customers by
proportionate basis P0Ps (excludes P0Ps in markets where service has not been
initiated).