Acquisition

Bellsouth Corp
2 June 2000


           BELLSOUTH ACQUIRES 33.8% OF COLOMBIAN WIRELESS COMPANY FROM 
                           VALORES BAVARIA S.A.
  
      BellSouth Assumes Operations and Partners with Valores Bavaria S.A.       
                             on Celumovil

ATLANTA/BOGOTA - (Wednesday, May 23,2000) - BellSouth and Grupo Empresarial
Valores Bavaria (Valores Bavaria S.A.) announced that BellSouth will acquire a
33.8 percent stake in Celumovil SA, a leading wireless communications provider
with approximately 466,000 subscribers in Eastern and Atlantic regions of
Colombia.

Through this transaction, BellSouth will assume operations of Celumovil and
partner with Valores Bavaria S.A., the Colombian-based industrial group that is
the largest shareholder of Celumovil.

Celumovil was founded in July 1994 and is Colombia's second largest wireless
telephone provider with revenues of approximately US$213 million in 1999.
Celumovil's presence in the Eastern and Atlantic regions compromises a
population of approximately 26 million and six of the 10 largest cities in
Colombia, including Bogota, Baranquilla and Cartagena. This transaction allows
BellSouth to extend its overall wireless coverage in Latin America to eleven
countries representing a total of approximately 202 million POPs.

'With its huge potential for growth and strategic location as a gateway to South
America, Colombia is a natural fit for BellSouth. Our stake in Celumovil
positions us to participate in the growth of one of Latin America's most
important markets,' said Charles. C. Miller III, president of BellSouth
International. 'Furthermore, we expect to benefit from a strong partnership
between BellSouth and Valores Bavaria SA.'

'The entrance of a company like BellSouth is great news for Valores Bavaria and
Colombia. This transaction represents a strong vote of confidence in the
economic future of our country and leads Colombia to the cutting edge of one of
the most competitive and productive sectors,' said Andres Obregon, president of
Valores Bavaria.

Based on an enterprise value for Celumovil of US$ 1.3 billion, BellSouth will
pay approximately US$295 million for its equity stake in Celumovil. A
significant portion of the capital from the transaction will be used to reduce
Celumovil's debt and fund working capital needs to strengthen the company. The
transaction is pending regulatory approval in Colombia and satisfaction of other
agreed conditions to closing. The transaction is expected to close later this
year. 

With a growing and young population and with a relatively low penetration rate
in the telecommunications market (14% fixed line and 5% wireless), Colombia is
perceived as a market with significant growth opportunities in the wireless
services industry.

BellSouth already provides telecommunications services, including wireless,
data, Internet access, e-commerce, long distance and other communications
services in nine Latin American countries: Argentina, Brazil, Chile, Ecuador,
Nicaragua, Panama, Peru, Uruguay and Venezuela. Later this year, BellSouth will
also begin offering wireless communications service in Guatemala.

BellSouth (NYSE:BLS) is a communications services company with more than $25
billion in annual revenues. It provides telecommunications services, Internet,
data and e-commerce applications, wireless communications, entertainment
services, and online and directory advertising to nearly 39 million customers in
19 countries worldwide.

Violy, Byorum & Partners acted as exclusive advisor to Valores Bavaria SA on the
structuring, negotiation and final execution of this transaction.