Acquisition

Bellsouth Corp
04 November 2004







For more information, contact:


Walt Sharp
SBC Communications Inc.
210-351-3349
[e-mail]



Joe Chandler
BellSouth Corporation
404-829-8700
[e-mail]






            SBC AND BELLSOUTH PARTNER IN NEW ONLINE YELLOW PAGES AND

           LOCAL INTERNET SEARCH VENTURE, ACQUIRE WWW.YELLOWPAGES.COM



•   Combination of 50 million monthly consumer searches giving
    advertisers increased traffic

•   Rich advertising content for consumers

•   Companies to increase national reach in rapidly growing Internet
    yellow pages and local search advertising market

•   YellowPages.comSM brand is one of the most recognized online
    addresses for Internet yellow pages

SAN ANTONIO & ATLANTA, Nov. 4  2004 - SBC Communications Inc. (NYSE:SBC) and
BellSouth Corp. (NYSE:BLS) today announced that their directory affiliates have
created an Internet yellow pages joint venture that has entered into a
definitive agreement to acquire the online directory publisher
www.yellowpages.com, Inc.  The deal is expected to close as early as today.

The new venture will utilize the highly recognized YellowPages.com brand and
expects to become the market leader in Internet yellow pages and local Internet
search.

While print yellow pages remain a significant source of information for many
customers searching for local contact information, a growing number of
Internet-savvy customers are going online for their local searches. And a
growing number of advertisers are recognizing that trend and are including
online advertising with their print media buys.  The creation of this venture
and acquisition of  YellowPages.com now positions the two directory publishing
companies of SBC and BLS  to serve the local Internet search customer and lays
the foundation for what is expected to be a leading provider of nationwide,
online yellow pages and Internet local search.  Through this combination, the
YellowPages.com site will receive more than 50 million consumer searches per
month.

 "This venture will help us better meet the needs of today's growing pool of
Internet users who are looking for easy, accurate local searches that will take
them to the shoe store near their home, the hotel in the town to which they're
traveling, the mover who'll take their household goods to a new city and the
doctor they'll use when they get there," said Dennis M. Payne, president and CEO
of SBC Directory Operations.

 "To be a leader in online yellow pages, you need two things - traffic and
strong local advertising relationships," Payne said.  "This new venture gives us
both - the strong consumer traffic from YellowPages.com, SBC's SMARTpages.com
and BellSouth's RealPages.com websites, plus enhanced local advertising content
provided by SBC Directory Operations and BellSouth Advertising and Publishing.

"This venture will bring greater value to advertisers by delivering more
customers to view their ads.  And the online shopper will enjoy greater access
to more relevant local ads for products and services in the specific cities in
which they're interested - all through a single, easy-to-use site," Payne said.

"YellowPages.com is one of the most recognized online addresses for yellow pages
searches," said Elmer Smith, president - Advertising and Publishing, for
BellSouth.  "By joining forces with SBC Directory Operations through this joint
venture, this will allow us to expand the national advertising base and expand
traffic relationships.  We expect to create an industry leader in online yellow
pages and local Internet search.

            "Both print and Internet yellow pages are an extremely important
part of an integrated advertising message," Smith said.  "As local Internet
search becomes a mainstream method of linking buyers and sellers, this new
venture will be well positioned to capitalize on the growth in online
advertising as a fundamental part of our publishing strategies."

            The new venture will be headquartered in Pasadena, Calif., with
operations in Henderson, Nev., and it will draw on the technology, management,
sales forces and customer care capabilities of all three companies.

            Charles Stubbs, an executive with BellSouth's online yellow pages
operation, has been named president and chief executive officer. Bill Clenney,
an executive with SBC's online yellow pages business, has been named chief
financial officer.  Debbie Slavin, also an SBC online yellow pages executive,
was named  senior vice president - Operations.

SBC Directory Operations and BellSouth Advertising and Publishing will continue
to manage their local online yellow page relationships in their respective
regions, outside the new venture, while, the new venture will develop a sales
force for national advertising accounts.

SMARTpages.com and RealPages.com plan to begin displaying their advertising on a
co-branded YellowPages.com site in early 2005.

            "Local search is a growth opportunity for directory publishers,"
said Smith.  According to recent industry data, shoppers use Internet search for
local purchasing decisions some 3 billion times a year, and online directories
have an additional 3 billion searches annually.  Estimates by The Kelsey Group,
a local media consultancy in Princeton, N.J., indicate that traffic is expected
to double within the next five years.



Cautionary Language Concerning Forward-Looking Statements
Information set forth in this news release contains forward-looking statements
that are subject to risks and uncertainties, and actual results may differ
materially.  A discussion of factors that may affect future results is contained
in SBC's and BellSouth's filings with the Securities and Exchange Commission.
SBC and BellSouth disclaim any obligation to update or revise statements
contained in this news release based on new information or otherwise.

SBC Communications Inc. is a Fortune 50 company whose subsidiaries, operating
under the SBC brand, provide a full range of voice, data, networking,
e-business, directory publishing and advertising, and related services to
businesses, consumers and other telecommunications providers. SBC holds a 60
percent ownership interest in Cingular Wireless, which serves more than 46
million wireless customers. SBC companies provide high-speed DSL Internet access
lines to more American consumers than any other provider and are among the
nation's leading providers of Internet services. SBC companies also now offer
satellite TV service. Additional information about SBC and SBC products and
services is available at www.sbc.com.

BellSouth Corporation is a Fortune 100 communications company headquartered in
Atlanta, GA, and a parent company of Cingular Wireless, the nation's largest
wireless voice and data provider. Backed by award-winning customer service,
BellSouth offers the most comprehensive and innovative package of voice and data
services available in the market. Through BellSouth Answers(R), residential and
small business customers can bundle their local and long distance service with
dial up and high speed DSL Internet access, satellite television and Cingular(R)
Wireless service. For businesses, BellSouth provides secure, reliable local and
long distance voice and data networking solutions. BellSouth also offers online
and directory advertising through BellSouth(R) RealPages.com(R) and The Real
Yellow Pages(R). More information about BellSouth can be found at
www.bellsouth.com.



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