4th Quarter & Final Results

Bellsouth Corp
25 January 2000


FOR MORE INFORMATION
Jeff Battcher (404-713-0274)
Pattie Kushner (404-249-2365)


DOCUMENT DATED: JANUARY 24, 2000


              BellSouth EPS Grows 26.2% in Fourth Quarter
Internet, data, wireless, international fuel $25 billion annual revenues;
                 1999 EPS up 22% before special items



ATLANTA - BellSouth Corporation (NYSE: BLS) reported earnings per share (EPS) of
53 cents (before one-time gains) in the fourth quarter of 1999, a gain of 26.2
percent compared to 42 cents in the final quarter of 1998.  For the year,
normalized EPS improved 22 percent to $2.00, and BellSouth's annual revenues
exceeded $25 billion for the first time.

Continued strong performance in the company's primary growth areas drove results
for the quarter and year.  In the U.S., customer demand remained brisk for
BellSouth Internet, data, wireless and calling feature services.  In the
company's growing number of international markets, wireless customers increased
70.3 percent in 1999.

'The fourth quarter was important to BellSouth investors because of the
continued strength of our current operations,' said Duane Ackerman, chairman and
chief executive officer.  'In addition, the new European alliance we formed in
December with KPN Royal Dutch Telecom captures at least $8.9 billion in value
and gives us options for the future in our fastest growing business segments,
wireless and data.'

Internet, E-Commerce, Data

BellSouth's array of Internet and E-commerce products and services helped
generate digital and data revenues of $760 million in the fourth quarter of
1999, a 30.1 percent increase compared to $584 million in the same quarter a
year ago.  For 1999 as a whole, data revenues surged 33.1 percent to $2.8
billion from $2.1 billion in 1998.  Access line equivalents, which include
broadband services as well as traditional switched lines, grew at an annual rate
of nearly 16 percent.  The company's Internet service, BellSouth.net, grew more
than 82 percent in 1999 and now has nearly 700,000 consumer and business
customers.

Domestic Wireless

Domestic cellular and PCS revenue of $836 million in the fourth quarter of 1999
grew 18.6 percent compared to $705 million in the same quarter of 1998.  U.S.
wireless customers increased 661,000 in 1999 as a whole (based on the company's
ownership percentages), including a fourth quarter increase of 202,000 driven by
another busy holiday season.  Customer growth for the year was 14.1 percent
(adjusted for sale of Honolulu Cellular in the third quarter of 1999).

International

BellSouth's international strategy continued to boost growth.  Based on the
company's ownership percentages, BellSouth's international wireless customer
base grew by 2.4 million in 1999, or 70.3 percent.  On a proportionate basis, 
fourth quarter international wireless revenues climbed 18.0 percent, to $781
million in 1999 from $662 million in the same quarter of the previous year
(adjusted for the sale of New Zealand operations in the fourth quarter of 1998).
 Worldwide, BellSouth now serves a total of nearly 19 million wireless customers
(11.2 million on a proportionate basis).

Calling Features

Calling features such as Caller ID Deluxe and the new BellSouth(R) Privacy
DirectorSM service continued to boost performance in three ways - as monthly
subscriptions, on a per use basis, and as part of value packages such as
BellSouth(R) Solutions and the BellSouth(R) Complete Choice(R) Plan.
Calling feature revenues were $500 million in the fourth quarter of 1999,
compared to $439 million in the same three months of 1998. For the year,
revenues improved 16.8 percent to $1.9 billion.  BellSouth Solutions, the
company's newest package, was introduced in August 1999 for residential and
small business customers.  It gives customers Internet access, wireless, paging
and local phone service with up to 20 calling features -- all on one bill, with
one number to call for service.

Fourth Quarter

BellSouth's fourth quarter revenues were a record $6.7 billion in 1999, a gain
of 8.3 percent compared to $6.2 billion a year earlier.  Net income of $1.1
billion included a foreign currency gain of $47 million, or 2 cents per share. 
Normalized net income of $1.0 billion increased 21.1 percent compared to the
fourth quarter of 1998, when net income was $831 million ( before one-time gains
totaling $172 million).

Full Year 1999

For the year, BellSouth posted record revenues of $25.2 billion, an increase of
9.1 percent compared to 1998.  Excluding special items in both years, 1999
normalized EPS of $2.00 compared to $1.64 in 1998.  Reported EPS was $1.80 in
1999, compared to $1.78 in the previous year.  As disclosed in the fourth
quarter, 1999 EPS reflects a second quarter non-cash charge of 10 cents related
to the revised reporting of an asset swap.  Net income excluding special items
was $3.8 billion in 1999, compared to $3.3 billion in 1998.  Reported net income
in 1999 was $3.4 billion versus $3.5 billion in 1998.

BellSouth is a $25 billion communications services company.  It provides
telecommunications, wireless communications, cable and digital TV, directory
advertising and publishing, and Internet and data services to more than 37
million customers in 20 countries worldwide.

NOTE:  For more information about BellSouth Corporation, visit the BellSouth Web
page at http://www.bellsouth.com/





BellSouth Corporation                                                  
Consolidated Statements of Income (unaudited)                                  
(amounts in millions, except per share data)                                    
             
                    Quarter Ended                    Year Ended          
                 12/31/99   12/31/98  %Change  21/31/99    12/31/98  %Change
                                                  
Operating Revenues                                                  
 Wireline communications                                             
   Local service   $2,774   $2,575    7.7%     $10,887    $10,033     8.5%
   Network access   1,183    1,174    0.8%       4,761      4,632     2.8%
   Long distance      147      181  (18.8%)        608        713   (14.7%)
   Other wireline     353      271   30.3%       1,198      1,023    17.1%
   Total wireline 
   communications   4,457    4,201    6.1%      17,454     16,401     6.4%
   Domestic wireless  836      705   18.6%       3,191      2,723    17.2%
   International 
   operations         588      545    7.9%       2,289      1,995    14.7%
   Advertising and 
   publishing         720      680    5.9%       2,010      1,891     6.3%
   Other               80       37    N/M          280        113      N/M
   Total Operating
   Revenues         6,681    6,168    8.3%      25,224     23,123      9.1%
                                                  
Operating Expenses                                                  
 Operational and
 support expenses   3,643    3,486    4.5%      13,796     12,862      7.3%
 Depreciation and 
  amortization      1,196    1,129    5.9%       4,671      4,357      7.2%
  Provision for 
 asset impairment       -        -    N/M          320         -       N/M
 Total Operating 
  Expenses          4,839    4,615    4.9%      18,787     17,219      9.1%
Operating Income    1,842    1,553   18.6%       6,437      5,904      9.0%
Interest Expense      293      226   29.6%       1,030        837     23.1%
Other Income(Expense)
 net                   73      310    N/M           81        684      N/M
Income Before 
 Income Taxes       1,622    1,637   (0.9%)      5,488      5,751     (4.6%)
Provision for Income
 Taxes                569      634  (10.3%)      2,040      2,224     (8.3%)
Net Income         $1,053   $1,003    5.0%      $3,448     $3,527     (2.2%)
                                                  
                                                                        
Diluted:                                                  
  Weighted Average 
  Common Shares 
  Outstanding       1,901    1,972   (3.6%)      1,916      1,984     (3.4%)
  Earnings Per 
  Share             $0.55    $0.51    7.8%       $1.80      $1.78      1.1%
                                                  
                                                  
Selected Financial 
and Operating Data                                                  
                                                  
                    Quarter Ended                    Year Ended          
                 12/31/99   12/31/98   %Change   12/31/99   12/31/98   %Change
                                                  
EBITDA (a)          $3,038     $2,682      13.3%    $11,428    $10,261    11.4%
EBITDA margin        45.5%      43.5%     +200bps     45.3%      44.4%   +90bps
Return on average 
equity (annualized)  30.0%      25.1%    + 490bps     24.0%      22.3%  +170bps
Return on average 
total capital 
(annualized)         17.1%      16.3%      +80bps     14.7%      15.1%   -40bps
Dividends per share  $0.19      $0.19        0.0%     $0.76      $0.73     4.1%
Capital 
expenditures        $1,717     $1,468       17.0%    $6,173     $5,212    18.4%
                                                  
                                     

                               As of                              
                 12/31/99    12/31/98       %Change                    
                                                  
Common shares 
outstanding         1,883       1,950        (3.4%)                    
Book value per 
share               $7.86       $8.26        (4.8%)                    
Debt ratio          53.1%       43.0%    +1,010bps                    
Total employees    96,162      88,450         8.7%                    
                                                  
                                   
BellSouth Corporation                                                  
Normalized Earnings Summary  (unaudited)                                       
($ in millions, except per share data)                                          

        
                    Quarter Ended                    Year Ended          
                 12/31/99  12/31/98   %Change   12/31/99   12/31/98    %Change
                                                  
Reported Net 
Income             $1,053   $1,003      5.0%      $3,448    $3,527      (2.2%)
  Foreign currency 
  (gain) loss(a)      (47)      -         -          308        -          -   
Loss on asset 
  impairment(b)        -        -         -          187        -          -   
  Recognition of 
  foreign investment 
  tax credits(c)       -        -         -          (95)       -          -   
  Gain on sale of 
  Honolulu Cellular    -        -         -          (23)       -          -   
  Gain on sale of
  BellSouth New 
  Zealand              -     (110)        -            -      (110)        -   
  Income from Prime 
  loan settlement (d)  -      (62)        -            -       (62)        -   
  Gain on sale of ITT 
  World Directories(e) -         -        -            -       (96)        -   
Normalized Net 
Income             $1,006    $831      21.1%      $3,825    $3,259      17.4%
                                                  
                                                  
Reported Diluted 
Earnings Per Share  $0.55   $0.51       7.8%       $1.80     $1.78       1.1%
  Foreign currency 
  (gain) loss(a)    (0.02)      -         -         0.16         -         -   
   Loss on asset 
   impairment(b)       -        -         -         0.10         -         -   
   Recognition of 
   foreign investment
   tax credits(c)      -        -         -         0.05         -         -   
   Gain on sale of 
   Honolulu Cellular   -        -         -         0.01         -         -   
   Gain on sale of 
   BellSouth New
   Zealand             -     (0.06)       -            -     (0.06)        -   
   Income from Prime 
   loan settlement(d)  -     (0.03)       -            -     (0.03)        -   
   Gain on sale of 
   ITT World 
   Directories(e)      -        -         -            -      0.05         -   
Normalized Diluted 
Earnings Per Share  $0.53    $0.42      26.2%      $2.00     $1.64      22.0%
                                                  
                                                  
Normalized return 
on average equity 
(annualized)        28.7%     20.8%   +790bps      26.7%     20.6%   +610bps
Normalized return 
on average total 
capital (annualized)16.5%     13.9%   +260bps      16.0%     14.1%   +190bps
                                                  

(a) Represents foreign currency gains and losses recorded by our equity         
   investees in Brazil.  These gains and losses are primarily due to            
  fluctuations in the Brazilian Real to U.S. dollar exchange rate and the       
 resulting mark-to-market adjustment of the investees' US dollar-denominated    
debt.                     
                                                 
(b) 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.                             
    
                                                  
(c) Represents foreign investment tax credits generated in prior years.         
                                   

(d) Represents the contingent interest and prepayment penalties associated with 
   the repayment of the Prime Loan during fourth quarter 1998.                  
                          
(e) Represents  the  after-tax gain associated  with  additional proceeds       
   received in first quarter 1998 on the July 1997 sale of ITT World            
  Directories,  included in Other Income (Expense), net.                        
                                         
                                                  
Software Capitalization                                                  
                                                  
The new accounting rules on capitalization of internal software costs were
adopted in first quarter 1999.  The following table adjusts our 1999 normalized
operating results for the impact of adoption:                                   
                  
                                                  
                                                  
                          Quarter Ended                    Year Ended          
                  12/31/99   12/31/98   %Change   12/31/99  12/31/98   %Change
                                                  
Operational and 
support expenses    $3,742    $3,486      7.3%     $14,327   $12,862    11.4%
Depreciation and 
amortization         1,166     1,129      3.3%       4,592     4,357     5.4%
  Total Operating 
  Expenses          $4,908    $4,615      6.3%     $18,919   $17,219     9.9%
                                                  
Adjusted:                                                       
  Net Income          $961      $831     15.6%      $3,540    $3,259     8.6%
  Earnings Per Share  $.51      $.42     21.4%       $1.85     $1.64    12.8%
                                                  

BellSouth Corporation                         
Consolidated Balance Sheets (unaudited)                         
(amounts in millions, except per share data)                         
                         
                                        December 31,          December 31,
                                            1999                   1998
                         
Assets                         
Current Assets:                         
     Cash and cash equivalents            $1,069                 $3,003 
     Temporary cash investments              323                    184
     Accounts receivable--net of 
     allowance for uncollectibles 
     of $312 and $251                      5,177                  4,629
     Material and supplies                   451                    431
     Other current assets                    367                    459
          Total Current Assets             7,387                  8,706
                         


Investments and Advances                   6,062                  2,861
                         
Property, Plant and Equipment:            61,009                 57,974
   Less: accumulated depreciation         36,378                 34,034
   Property, Plant and Equipment, net     24,631                 23,940
                         
Deferred Charges and Other Assets          1,564                  1,028
Intangible Assets, net                     3,774                  2,875
Total Assets                             $43,418                $39,410 
                         
Liabilities and Shareholders' Equity                         
Current Liabilities:                         
     Debt maturing within one year        $7,995                 $3,454 
     Accounts payable                      1,961                  2,219
     Other current liabilities             3,781                  3,477
          Total Current Liabilities       13,737                  9,150

                         
Long-Term Debt                             8,771                  8,715
                         
Noncurrent Liabilities:                         
     Deferred income taxes                 2,691                  2,512
     Unamortized investment tax credits      126                    167
     Other noncurrent liabilities          3,299                  2,756
          Total Noncurrent Liabilities     6,116                  5,435
                         
Shareholders' Equity:                         
     Common stock, $1 par value            2,020                  2,020
     Paid-in capital                       6,771                  6,766
     Retained earnings                    11,456                  9,479
     Accumulated other comprehensive 
     income                                 (379)                   (64)
     Shares held in trust and treasury    (4,798)                (1,752)
     Guarantee of ESOP debt                 (276)                  (339)
          Total Shareholders' Equity      14,794                 16,110
Total Liabilities and Shareholders' 
Equity                                   $43,418                $39,410 


BellSouth Corporation                                                  
Consolidated Statements of Income ($ in millions) (unaudited)                   
                                                                               
Wireline Communications                                                  
                                                  
                           Quarter Ended                    Year Ended          
                    12/31/99   12/31/98  %Change   12/31/99  12/31/98  %Change
                                                  
Operating Revenues                                                  
     Local service    $2,774     $2,575    7.7%     $10,887   $10,033    8.5%
     Network access    1,183      1,174    0.8%       4,761     4,632    2.8%
     Long distance       147        181  (18.8%)        608       713  (14.7%)
     Other wireline      438        341   28.4%       1,516     1,244    21.9%
      Total Operating
        Revenues       4,542      4,271    6.3%      17,772    16,622     6.9%
Operating Expenses                                                  
    Operational and 
    support expenses   2,113      2,092    1.0%       8,551     8,387     2.0%
    Depreciation and 
    amortization         842        854   (1.4%)      3,393     3,363     0.9%
      Total Operating 
      Expenses         2,955      2,946    0.3%      11,944    11,750     1.7%
Operating Income       1,587      1,325   19.8%       5,828     4,872    19.6%
Interest Expense         150        142    5.6%         560       551     1.6%
Other Income, net          -          1     N/M          18         3      N/M
Income Before Income 
Taxes                  1,437      1,184   21.4%       5,286     4,324    22.2%
Provision for Income 
Taxes                    521        427   22.0%       1,971     1,573    25.3%
Segment Net Income(1)   $916       $757   21.0%      $3,315    $2,751    20.5%
                                                  
                                                                                
                
Selected Financial and Operating Data                                           
      
                                                  
                           Quarter Ended                    Year Ended          
                  12/31/99   12/31/98   %Change  12/31/99   12/31/98   %Change
(amounts in 
millions)                                                  
EBITDA              $2,429     $2,179     11.5%    $9,221     $8,235     12.0%
EBITDA margin         53.5%      51.0%  +250bps      51.9%     49.5%   +240bps
Convenience feature 
revenues              $500       $439     13.9%    $1,911    $1,636      16.8%
Access minutes of 
use                 27,778     26,613      4.4%   110,088   104,373       5.5%
Long distance 
messages               139        183    (24.0%)      644       784     (17.9%)
Capital expenditures$1,170       $919     27.3%    $4,638    $3,512      32.1%
                                                  
                                


                                      As of                              
                        12/31/99     12/31/98     %Change                    
                                                  
Debt ratio                 51.6%        47.8%     +380bps                    
Equivalent access 
lines in service
(thousands):                                                  
  Switched access lines   24,477       24,025        1.9%                    
  Access line equivalents 20,375       14,744       38.2%                    
Total equivalent access 
lines in service          44,852       38,769       15.7%                    
Telephone employees       64,160       60,561        5.9%                    




BellSouth Corporation                                                     
Supplemental Operating Data  (in thousands)                                     
                                                    
Wireline Communications   Network Access Lines In Service(a)                    
                                                                        
                                             
                                          As of          
                           12/31/99       12/31/98     % Change
                                             
Switched access lines                                                     
     Residence               16,958         16,457         3.0%
     Business                 7,254          7,294        (0.5%)
     Other                      265            274        (3.3%)
      Total switched access 
      lines in service       24,477         24,025         1.9%
Access line equivalents(b)(c)                                             
  Selected digital data 
  services:                                        
          Basic rate ISDN       221            178        24.2%
          Primary rate ISDN     867            526        64.8%
          DS0                   706            445        58.7%
          DS1                 4,463          3,455        29.2%
          DS3 & higher       14,118         10,140        39.2%
          Total digital data 
          lines in service   20,375         14,744        38.2%
                                             
Total equivalent access 
lines in service             44,852         38,769        15.7%


(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 are derived by converting high capacity data lines 
    to the estimated capacity of one switched access line.  The conversion      
   factors used are as follows: Basic rate ISDN=2.5 DS0s, ADSL=6 DS0s,          
  Primary rate ISDN=24 DS0s, DS1=24 DS0s, DS3=672 DS0s,OC3=2,016 DS0s,          
 OC12=8,064 DS0s, OC24=16,128 DS0s and OC48=32,256 DS0s.  Basic rate ISDN       
lines are included in our switched access line count as equaling one line.

(c)  Revenues associated with digital data lines are derived from the sale of   
    specific high-bandwidth products provisioned over transmission lines with   
   DS0 or greater capacity.  While access line equivalent counts have a         
  directional relationship with digital and data revenues, growth rates         
 cannot be compared on an equivalent basis.

BellSouth Corporation                                                  
Consolidated Statements of Income ($ in millions)(unaudited)                    
                                                                               
Domestic Wireless(2)                                                  
                                                  
                           Quarter Ended                    Year Ended          
                       12/31/99  12/31/98  %Change  12/31/99  12/31/98  %Change
                                                  
Operating revenues         $837      $707    18.4%    $3,204    $2,730   17.4%
                                                  
Segment net income(1)       $48       $61   (21.3%)     $234      $283  (17.3%)
                                                  
Total assets             $6,097    $6,540    (6.8%)                    
                                                  
                                                  
Proportionate Basis(3) Selected Financial and Operating Data                    
                                                                             
                                                  
                            Quarter Ended                    Year Ended         

                     12/31/99   12/31/98   %Change  12/31/99  12/31/98  %Change
(amounts in millions, 
except customer data 
in thousands)                                                  
Wireless revenues, 
net(4)                   $782     $713       9.7%    $2,999    $2,717    10.4%
Net income(5)             $48      $49      (2.0%)     $235      $278   (15.5%)
Operating cash flow(7)   $286     $265       7.9%    $1,147    $1,109     3.4%
Operating cash flow 
margin(8)                36.6%    37.2%    -60bps      38.2%    40.8%   -260bps
Customer net adds in 
period (excluding 
ownership changes)        198      258     (23.3%)     679       754     (9.9%)
Average monthly revenue 
per customer(9)           $53      $52       1.9%      $51       $52     (1.9%)
                                                  
                                   As of                              
                    12/31/99     12/31/98     %Change                    
                                                  
Customers            5,337         4,796        11.3%                    
POPs                58,662        58,122         0.9%                    
Penetration rate(10)   9.4%         9.2%       +20bps                    
Property, plant and 
equipment, gross    $4,588        $4,929        (6.9%)                    
                                                  
                                                  
                                                  
Normalized Financial and Operating Data                                         
        
                                                  
During the fourth quarter of 1998, we reorganized our Los Angeles and
Houston/Galveston cellular partnerships with AT&T.  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                    Year Ended          
                  12/31/99   12/31/98    %Change  12/31/99   12/31/98   %Change
(amounts in millions, 
except customer data 
in thousands)                                                  
Wireless revenues, 
net(4)                $782     $675       15.9%    $2,961     $2,568     15.3%
Customers            5,337    4,676       14.1%                    
POPs                58,662   57,242        2.5%                    
Penetration rate(10)  9.4%     9.2%      +20bps                    

BellSouth Corporation                                                  
Consolidated Statements of Income ($ in millions) (unaudited)                   
                              
                                                  
International Operations(2)                                                  
                                                  
                           Quarter Ended                   Year Ended          
                12/31/99   12/31/98   %Change   12/31/99     12/31/98  %Change
                                                  
Operating revenues  $589       $545     8.1%      $2,291       $1,995   14.8%
                                                  
Segment net income 
(loss)(1)(6)        ($43)      ($40)   (7.5%)        ($4)        ($62)   N/M
                                                  
Total assets      $4,869     $4,449     9.4%                    
                                                  
                                                  
Proportionate Basis(3) Selected Financial and Operating Data                    
                                                                   
                                                  
                           Quarter Ended                    Year Ended          
                 12/31/99  12/31/98   %Change  12/31/99     12/31/98   %Change
(amounts in millions, 
except customer data 
in thousands)                                                  
Wireless revenues, 
net(4)               $781     $668     16.9%     $2,944      $2,187     34.6%
Net income  (5)(6)   ($16)    ($24)   (33.3%)       $54          $7      N/M
Operating cash 
flow(7)              $186     $174      6.9%       $779        $570     36.7%
Operating cash flow
margin(8)            23.8%    26.0%   -220bps      26.5%       26.1%   +40bps
Customer net adds in 
period (excluding 
ownership changes)    630      483      30.4%     2,312       1,394      65.9%
Average monthly 
revenue per 
customer(9)           $42      $65     (35.4%)      $48         $65     (26.2%)
                                                  

                                     As of                              
                    12/31/1999     12/31/1998     % Change                    
Wireless:                                                          
     Customers           5,856       3,439      70.3%                    
     POPs              146,895     108,313      35.6%                    
Penetration rate(10)      4.7%        3.5%    +120bps                    
Property, plant and 
equipment, gross        $3,579      $3,013      18.8%                    
                                                  
                                                  
                                                  
Normalized Financial and Operating Data                                         
        
                                                  
During 1998, we sold our interest in BellSouth New Zealand.  In the following
table, we have excluded this operation from the prior period financial and
operating data to provide more meaningful comparative information for existing
operations.                                                  
                                                  
                                                  
                           Quarter Ended                    Year Ended          
                   12/31/99   12/31/98   %Change   12/31/99   12/31/98  %Change
(amounts in millions, 
except customer data 
in thousands)                                                  
Wireless revenues, 
net(4)                $781      $662      18.0%     $2,944   $2,119      38.9%
Customers            5,856     3,439      70.3%                    
POPs               146,895   108,313      35.6%                    
Penetration rate(10)   4.7%     3.5%    +120bps                 



BellSouth Corporation                                                          
Supplemental Operating Data - International Customers and POPs by Country      
(Proportionate Basis(3) in thousands)                                           
 
                                             
                         Customers As of                    POPs As of          
Country     Brand    12/31/99  12/31/98  %Change  12/31/99  12/31/98   %Change
                                             
Argentina     Movicom     761      575    32.3%    8,775     8,515       3.1%
             Interior       -        -       -    14,690         -       N/M 
Brazil    BCP (Sao Paulo) 574      292    96.6%    8,049     8,004       0.6%
          BCP (Northeast) 206       58     N/M    12,451    12,451         -   
Chile     BellSouth 
          (Santiago)      339      192    76.6%    7,400     7,400         -   
Chile     BellSouth 
          (Interior)       13       -      N/M     7,400         -       N/M 
Ecuador   BellSouth       166      103    61.2%   10,996    10,906       0.8%
Nicaragua BellSouth        34       15   126.7%    2,581     2,581         -   
Panama    BSC de Panama    53       22   140.9%    1,180     1,135         -   
Peru     Tele2000 (Lima)  286      140   104.3%    6,776     4,133      63.9%
         Tele2000 (Interior)7       -        -    16,456    10,037      64.0%
Uruguay     Movicom        53       24   120.8%      966       966         -   
Venezuela   Telcel      1,734      913    89.9%   18,132    17,742       2.2%
Guatemala   Guatemala       -        -      N/M    6,600        -        N/M
                                             
 Subtotal Latin America 4,226    2,334    81.1%  122,452    83,870      46.0%
                                             
Denmark     Sonofon       379      333    13.8%    2,465     2,465         -   
Germany     e.plus        767      404    89.9%   18,545    18,545         -   
India       SkyCell         5        4       -     1,348     1,348         -   
Israel     Cellcom        479      364    31.6%    2,085     2,085         -   
                                             
   Subtotal Europe and 
   Asia/Pacific         1,630    1,105    47.5%   24,443    24,443         -   
                                             
Total International     5,856    3,439    70.3%  146,895   108,313      35.6%
                                             
                                             
BellSouth Corporation                                                  
Consolidated Statements of Income ($ in millions) (unaudited)                   
                                                                                
                
                                                  
Advertising and Publishing                                                  
                                                  
                           Quarter Ended                    Year Ended          
                 12/31/99   12/31/98   %Change   12/31/99    12/31/98   %Change
                                                  
Operating revenues   $730     $680      7.4%      $2,028       $1,891     7.2%
Segment net income(1)$214     $199      7.5%        $556         $530     4.9%
Total assets       $1,662   $1,288     29.0%                    
                                                  
                                                  
Selected Financial and Operating Data                                           
      
                                                  
                           Quarter Ended                    Year Ended          
                  12/31/99   12/31/98   %Change   12/31/99   12/31/98   %Change
                                                  
EBITDA                $348      $329      5.8%       $932      $874       6.6%
EBITDA margin         47.7%     48.4%   -70bps      46.0%     46.2%     -20bps
                                                  
                                                  
                                                  
                                                  
                                                  
Other                                                          
                                                  
                           Quarter Ended                    Year Ended          
                  12/31/99   12/31/98   %Change   12/31/99  12/31/98   %Change
                                                  
Operating revenues   $187      $99        88.9%     $651       $340      91.5%
Segment net loss(1)  ($60)    ($89)       32.6%    ($215)     ($210)     (2.4%)
Total assets       $1,380   $1,273         8.4%                    


                                             
   
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 POPs 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 POPs 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)     International operations' fourth quarter and year-to-date 1999 segment  
       net income (loss) and proportionate basis net income (loss) excludes     
      $47 million in gains and $308 million in losses, respectively, related    
     to fluctuations in the Brazilian Real to U.S dollar exchange rate. The     
    results for the 1999 year-to-date period also exclude $95 million           
   related to the recognition of foreign investment tax credits.
     
(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 POPs (excludes POPs in markets where service has   
     not been initiated).