Acqn. by Yellow Book USA

British Telecommunications PLC
11 April 2000


 Yellow Book USA Announces Entry into Charlotte, North Carolina

 - Purchase of Carolina Publishing Creates Ideal Foundation for
                           Expansion -
                                
Rockville Centre, New York, April 11, 2000 - Yellow Book USA, the
oldest and largest competitive yellow pages publisher in the
United States and wholly-owned US subsidiary of British
Telecommunications plc, today announced that it will be entering
the Charlotte, North Carolina market.  This acquisition will
break BellSouth's stranglehold in Charlotte, where the phone
company has been charging among the highest rates in the nation.
The announcement comes on the heels of the acquisition of
Carolina Publishing, publisher of four yellow pages directories
in North Carolina.

The new Charlotte Yellow Book will have a circulation of over
600,000 and will be distributed to every home and business in the
Mecklenburg County area.  Yellow Book is following its major
metro launch pattern, which has been highly successful in cities
such as Manhattan, Boston, and Knoxville.

The acquisition of Carolina Publishing provides Yellow Book with
additional coverage in the surrounding areas of Charlotte.
Headquartered in Salisbury, North Carolina, Carolina Publishing
distributes over 350,000 directories annually to households and
businesses in Rowan, Davidson, Iredell and Cabarrus counties. The
seven-year-old company, located 30 miles north of Charlotte, has
experienced significant success in marketing its directories
against the telephone company and gaining strong consumer
acceptance.

Yellow Book USA's Southern Region President and General Manager,
Augie Vasha stated, 'Our entry into major metro Charlotte will
provide Charlotte area businesses with an exceptional value. We
will break BellSouth's yellow pages monopoly in Charlotte by
giving advertisers tremendous value and generating more than half
of all yellow pages references in the first year. The addition of
Carolina Publishing gives us a strong foundation to build on.'

Gus Shelton, Director of Sales and Marketing for Carolina
Publishing and now the Area Sales Manager with Yellow Book, said,
'We are excited to become a part of Yellow Book USA, a leading
directory publisher in the nation.  Our employees will now be a
part of a dynamic growth company which will offer them expanded
career opportunities.' He added, 'For the past seven years
Carolina Publishing has competed effectively against the
telephone company.  The resources of Yellow Book USA will give us
added marketing muscle.'

Yellow Book USA was established in 1930. In August 1999, Yellow
Book USA was acquired by British Telecommunications plc, forming
a nearly $1 Billion multi-continent yellow pages publishing
organization. In recent years, Yellow Book has made a number of
strategic acquisitions including four directories from SunShine
Pages; Dellwood Publishing Company; Sprint Publishing's Midwest
Operations; Dixie Directory Company; Yellow Page One, Inc.;
Directory Publishers, Inc.; Southern Directory Company and R.H.
Donnelley's Proprietary Operations.  Yellow Book has recently
launched into several new markets including Manhattan; Boston,
MA; Fairfield County, CT; Ocean County, NJ; Montgomery, AL;
Loudoun County, VA; Carroll County, MD; and Monmouth County, NJ.

As a result of this growth, Yellow Book USA has become the fifth
largest publisher of yellow pages in the United States.  Yellow
Book has a circulation of over 26 million with more than 2000
employees in 37 offices throughout 17 states. Approximately one
in three Americans east of the Mississippi use Yellow Book
directories.  Yellow Book USA publishes community directories,
wide-area directories, county directories, city directories, a
Business-to-Business directory, and college and university
directories.

Note: Consideration represents less than 1% of BT's net assets.

                                             Contact:
                                             Rebecca Foster
                                             Darren Brandt
                                             Sloane & Company
                                             [phone]/1861