Yellow Book USA Acquires Rival Businesses

British Telecommunications PLC
5 January 2000

                              
        YELLOW BOOK USA ACQUIRES SPRINT YELLOW PAGES'
          CHICAGO AND MILWAUKEE DIRECTORY BUSINESS
                              
                              
     Yellow Book USA, the oldest and largest competitive yellow
pages publisher in the United States and a wholly-owned US
subsidiary of British Telecommunications plc ('BT'), today
announced that the company has agreed to acquire the assets of
Sprint Publishing & Advertising's Midwest Operations,
consisting of 55 yellow page directories with over 3.1 million
circulation in suburban Chicago and Milwaukee, for around $45
million.

     Sprint Publishing & Advertising is a subsidiary of Sprint
Corporation and publisher of the Sprint Yellow Pages.

     Today's announcement advances the platform Yellow Book
recently established in the Chicago suburbs via its July
acquisition of Yellow Page One, Inc., publisher of nine yellow
page directories in the Chicago suburban area.

     Yellow Book USA's Chief Executive Officer Joe Walsh
commented 'With this acquisition we enter the vibrant
Milwaukee, Wisconsin market and strengthen our competitive
position in Chicago by adding high quality directories and most
importantly, some of the top talent in the directory business'.
Walsh added 'Yellow Book will consolidate the many thousands of
advertisers of both Yellow Page One and Sprint's Midwest
Operations to create a huge information base as the platform
for the launch of the new YellowBook.com directories serving
suburban Chicago.  These new directories will contain the best
features of Sprint Yellow Pages and Yellow Page One - including
comprehensive buying information, large type, menus, coupons
and maps.  Yellow Book is already the book of choice in New
York, Philadelphia, Baltimore, Washington and many other cities
across the country.  We are prepared to make a huge investment
to establish YellowBook.com as the most referenced yellow pages
directory in these markets.  Our companion on-line directory
will be introduced simultaneously with the release of each
printed directory at www.yellowbook.com'.

     Yellow Book USA noted that Dick Murray, currently Director
of Sales for Sprint Publishing's Midwest Operations, will
continue on in that role for Yellow Book.  Mr Murray will
report to Yellow Book USA Group Vice President of Sales, Myles
Golden.  Golden affirmed the company's plans to retain the
approximate 120 professionals who are currently employed by
Sprint Publishing's Midwest Operations.

     Myles Golden commented 'We are extremely pleased to have
Dick Murray and his team join Yellow Book as we leverage their
collective knowledge of the marketplace to become the
consumers' favourite telephone directory in these markets.  As
a people-focused organisation, we fully recognise the
invaluable contributions top tier professionals bring to our
business and are anxious to bring Sprint Publishing's first
class Chicago and Milwaukee team into the Yellow Book fold'.

     Yellow Book was established in 1930.  Since 1997, Yellow
Book USA has made a number of strategic acquisitions including
R.H. Donnelly's Proprietary Operation, Southern Directory
Company, Inc., Directory Publishers, Inc. and Yellow Page One,
Inc.  Yellow Book USA has a circulation of 23 million copies
with more than 1,800 employees in 35 offices throughout 15
states.  Yellow Book USA publishes community directories, wide-
area directories, county directories, city directories, a
Business-to-Business directory, and college and university
directories.  One in three Americans east of the Mississippi
use Yellow Book.