1st Quarter Results

Bellsouth Corp
22 April 2004


               BellSouth Reports First Quarter Earnings 

          •   636,000 long distance customers net additions
          •   156,000 DSL customer net additions 
          •   554,000 Cingular Wireless customers net additions

ATLANTA - Bellsouth Corporation (NYSE: BLS) announced first quarter 2004 
earnings per share (EPS) from continuing operations of 63 cents, including 
special items totaling 15 cents (see below). This compared to 46 cents in the 
first quarter of 2003, including special items totaling 4 cents (see below).

For the first quarter, consolidated revenues from continuing operations were 
$5.0 billion, 0.8 percent lower than the same quarter of the previous year. 
Income from continuing operations was $1.2 billion compared to $850 million in 
the same quarter a year ago.

Operating free cash flow from continuing operations (defined as cash flow from 
operations less capital expenditures) totaled $1.1 billion. Capital expenditures
for continuing operations in the first quarter of 2004 were $635 million 
compared to $588 million in 2003.

In accordance with Generally Accepted Accounting Principles (GAAP), Bellsouth's 
reported consolidated revenues and consolidated operating expenses from 
continuing operations do not include the company's 40 percent share of Cingular
Wireless.

Normalized results from continuing operations include Bellsouth's 40 percent 
proportionate share of Cingular's revenues and expenses. Normalized EPS was 48 
cents in the first quarter of 2004 compared to 50 cents in the same quarter a 
year ago. Normalized revenues were $6.6 billion, an increase of 2.0 percent 
versus the first quarter of 2003. Normalized net income was $888 million, 
compared to $924 million in the same quarter a year ago.

Communications Group

Growth in revenues from long distance and DSL offset access line declines 
holding Communications Group revenues flat at $4.6 billion compared to 2003. 
Operating margin for the quarter was 25.6 percent compared 26.3 percent for the 
full year in 2003.

BellSouth added 636,000 long distance customers during the first quarter of 2004, 
for a total of 4.6 million and almost 35 percent penetration of its mass-market 
customers by quarter-end. This progress was driven by Unlimited long distance 
plans and new flat rate calling plans.

BellSouth added 156,000 net DSL customers for a total of 1.6 million at quarter-
end. Led by DSL, data revenues were $1.1 billion, up slightly compared to the 
same quarter of 2003.

Total access lines of 22.1 million at March 31 declined 3.6 percent compared to 
a year earlier. Residence and business access lines served by BellSouth 
competitors under UNE-P (unbundled network elements-platform) increased by 
301,000 in the first quarter.

Domestic Wireless / Cingular

Cingular Wireless continued strong customer growth with 554,000 net cellular/PCS 
customers in the first quarter.

BellSouth's share of Cingular's revenues was $1.6 billion, a gain of 8.4 percent 
compared to the same quarter a year ago. Segment operating income was $224 
million for the quarter compared to $286 million in 2003. First quarter 
operating margin was 14.2 percent compared to 19.7 percent in the first quarter 
of 2003 and a 580 basis point improvement over the fourth quarter of 2003.

Cingular is moving towards completing the deployment of its nationwide network 
of next-generation GSM/GPRS technology. By the end of the first quarter of 2004, 
the company's GSM/GPRS network covered 94 percent of the company's operational 
POPs, and Cingular expects to achieve 100 percent network coverage by July 2004. 
At the end of the first quarter, over 53 percent of Cingular's handsets were GSM 
capable and approximately 66 percent of Cingular's total minutes are carried on 
its GSM network.

When Cingular's pending acquisition of AT&T Wireless is complete, Cingular will 
become the nation's leading wireless carrier providing a strong platform for 
growth to BellSouth. The assets that Cingular and AT&T Wireless will bring 
together have an outstanding strategic fit and the new Cingular will be capable 
of delivering a new level of world-class service, products and features to
wireless customers with better service quality, broader coverage, more data 
services, and more choices.

Advertising & Publishing

Advertising & Publishing revenues were $482 million in the first quarter of 2004, 
a decrease of 3.2 percent compared to the same quarter a year ago, resulting 
from the lingering effects of a slow economy in 2003 and continued competition. 
Operating margins for the first quarter of 2004 improved slightly over the first 
quarter of 2003 driven by improvements in uncollectibles expense. Segment net 
income was $147 million compared to $149 million in the first quarter of 2003.

Discontinued Operations: Latin America Group

On March 8, 2004, BellSouth announced that it had signed a definitive agreement 
with Telefonica Moviles, the wireless affiliate of Telefonica, S.A., to sell 
BellSouth's interests in its 10 Latin American operations. The transaction is 
expected to close in stages as closing conditions are met with the final closing 
expected to occur in the second half of 2004.

Following generally accepted accounting principles (GAAP); the company's 
financial statements reflect results for the Latin American segment in the line 
item titled Discontinued Operations.

In the first quarter of 2004, BellSouth reported income from discontinued 
operations of 24 cents per share compared to 3 cents per share in 2003. Income 
from discontinued operations was $449 million and includes an $11 million gain 
from foreign currency and a one-time tax benefit of $424 million.

The BellSouth Latin American operations added 954,000 customers in the first 
quarter of 2004 for a total of 10.6 million customers served at the quarter-end. 
Latin American operations produced $677 million in revenue for the first quarter 
of 2004.

2003 Accounting Changes

In the first quarter of 2003, BellSouth adopted Statement of Financial 
Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement 
Obligations." The adoption of SFAS 143 resulted in a one-time increase in net 
income of $816 million (44 cents per share). BellSouth also changed the method 
for recognizing revenues and expenses in its directory publishing business
from the issue basis method to the deferral method. The change resulted in a 
one-time decrease to net income of $501 million, or 27 cents per share, in the 
first quarter of 2003. Together, these changes result in a gain of 17 cents to 
2003 earnings per share.

Special Items

In the first quarter of 2004, the difference between reported (GAAP) EPS from 
continuing operations and normalized EPS is shown in the following table:


                                                        1Q04   1Q03
GAAP Diluted EPS - from continuing operations          $0.63  $0.46
      Pension Settlement / Severance Costs                     0.04
      Sale of Denmark operations                       (0.16)
      SC Regulatory Settlement                          0.02
Diluted EPS - Normalized from continuing operations (1)$0.48  $0.50

(1) Diluted EPS- Normalized from continuing operations may not sum due to 
    rounding

Pension Settlement / Severance Costs - Costs associated with workforce 
reductions in 2002 and 2003.

Sale of Denmark operations - Gain on sale of Sonofon, Denmark operations

SC Regulatory Settlement - In April 2004, BellSouth entered into a settlement 
agreement with the South Carolina Consumer Advocate with respect to previously 
disclosed litigation (See 2003 10K). The settlement requires among other
things, that BellSouth refund $50 million to its South Carolina customers. The 
refund was recorded in the first quarter 2004 as a reduction to revenue.

About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications services company 
headquartered in Atlanta, Georgia. BellSouth serves nearly 50 million local, 
long distance, Internet and wireless customers in the United States and 12 other 
countries.

Consistently recognized for customer satisfaction, BellSouth provides complete 
communications solutions to the residential and business markets. In the 
residential market, BellSouth offers DSL high-speed Internet access and long 
distance, advanced voice features and other services. The company's BellSouth 
AnswersSM package combines local and long distance service with an array of 
calling features; wireless data, voice and e-mail services; and high-speed DSL 
or dial-up Internet service and Cingular Wireless. In the business market, 
BellSouth serves small, medium and large businesses providing secure, reliable 
local and long distance voice and data networking solutions. BellSouth also 
provides online and directory advertising services through BellSouth(R)
RealPages. comSM and The Real Yellow Pages(R).

BellSouth owns 40 percent of Cingular Wireless, the nation's second largest 
wireless company, which provides innovative wireless voice and data services.

Further information about BellSouth and Cingular's first quarter earnings can be 
accessed at www.bellsouth.com/investor. The press release, financial statements 
and BLS Investor News summarizing highlights of the quarter are available on the 
BellSouth Investor Relations web site starting today at 8 a.m. Eastern Time (ET).

BellSouth will host a conference call with investors today at 10 a.m. (ET). 
Participating will be BellSouth CFO, Ron Dykes and Investor Relations Vice 
President, Nancy Davis. Dial-in information for the conference call is as 
follows:

Domestic: 888-370-1863
International: 706-634-1735

The conference call will also be web cast live beginning at 10:00 a.m. (ET) on 
our website at www.bellsouth.com/investor. The web cast will be archived on our 
website beginning at approximately 1p.m. (ET) today.

A replay of the call will be available beginning at approximately 1 p.m. (ET) 
today, through April 29, 2004 and can be accessed by dialing:

Domestic:      800-642-1687 - Reservation number: 6093719
International: 706-645-9291 - Reservation number: 6093719

In addition to historical information, this document may contain forward-looking 
statements regarding events and financial trends. Factors that could affect 
future results and could cause actual results to differ materially from those 
expressed or implied in the forward-looking statements include: (i) a change in 
economic conditions in domestic or international markets where we operate
or have material investments which would affect demand for our services; (ii) 
the intensity of competitive activity and its resulting impact on pricing 
strategies and new product offerings; (iii) higher than anticipated cash 
requirements for investments, new business initiatives and acquisitions; (iv) 
unfavorable regulatory actions; (v) currency devaluations and continued economic
weakness in certain international markets in which we operate or have material 
investments; and (vi) those factors contained in the Company's periodic reports 
filed with the SEC. The forward-looking information in this document is given as 
of this date only, and, BellSouth assumes no duty to update this information.

This document may also contain certain non-GAAP financial measures. The most 
directly comparable GAAP financial measures, and a full reconciliation of 
non-GAAP to GAAP financial information, are attached hereto and provided on the
Company's investor relations web site, www.bellsouth.com/investor.


For More Information Contact:
Jeff Battcher, Media Relations at 404-249-2793
BellSouth Investor Relations at 800-241-3419


BellSouth Corporation
Consolidated Statements of Income - Reported Basis (unaudited)
(amounts in millions, except per share data)

Note to Readers: See Normalization Earnings Summary and Reconciliation to GAAP 
results on page 3 for a summary of unusual items included in Reported Basis 
results.

                                    1Q04     1Q03     Growth     4Q03     Growth
Operating Revenues
  Communications group           $ 4,485  $ 4,508      -0.5%  $ 4,576      -2.0%
  Advertising and publishing         479      494      -3.0%      518      -7.5%    
  All other                           12       12       0.0%       13      -7.7%

    Total Operating Revenues       4,976    5,014      -0.8%    5,107      -2.6%

Operating Expenses
  Cost of services and products    1,798    1,675       7.3%    1,762       2.0%
  Selling, general & administrative  909      919      -1.1%      980      -7.2%
  Depreciation and amortization      898      949      -5.4%      950      -5.5%
  Provision for restructuring 
  and asset impairments               13      120     -89.2%       16     -18.8%
    Total Operating Expenses       3,618    3,663      -1.2%    3,708      -2.4%

Operating Income                   1,358    1,351       0.5%    1,399      -2.9%

Interest Expense                     215      258     -16.7%      222      -3.2%

Other Income (Expense), net          630      247     155.1%      108       N/M*

Income from Continuing Operations 
before Income Taxes, Discontinued
Operations and Cumulative Effect of 
Changes in Accounting Principles   1,773    1,340      32.3%    1,285      38.0%

Provision for Income Taxes           623      490      27.1%      449      38.8%

Income from Continuing Operations 
before Discontinued Operations and
Cumulative Effect of Changes in 
Accounting Principles              1,150      850      35.3%      836      37.6%

Income (Loss) from Discontinued 
Operations, net of tax               449       65     590.8%      (49)   1016.3%

Income Before Cumulative Effect of 
Changes in Accounting Principles   1,599      915      74.8%      787     103.2%

Cumulative Effect of Changes in 
Accounting Principles, net of tax      -      315    -100.0%        -        N/M
  Net Income                       1,599    1,230      30.0%      787     103.2%

Diluted:
  Weighted Average Common Shares 
  Outstanding                      1,838    1,861      -1.2%    1,845      -0.4%
  Earnings Per Share:
    Income from Continuing 
    Operations                     $0.63    $0.46      37.0%    $0.45      40.0%
    Income from Discontinued 
    Operations                     $0.24    $0.03        N/M   ($0.03)       N/M
    Cumulative Effect of Changes in 
    Accounting Principles          $0.00    $0.17    -100.0%    $0.00        N/M
    Net Income                     $0.87    $0.66      31.8%    $0.43     102.3%

* - Not meaningful.

Selected Financial and Operating Data - Continuing Operations

Operating income                  $1,358   $1,351       0.5%   $1,399      -2.9%
Operating margin                   27.3%    26.9%     40 bps    27.4%    -10 bps
Dividends per share                $0.25    $0.21      19.0%    $0.25       0.0%
Capital expenditures                $635     $588       8.0%     $948     -33.0%
Common shares outstanding          1,834    1,847      -0.7%    1,830       0.2%
Book value per share              $11.48    $9.96      15.3%   $10.77       6.6%


BellSouth Corporation
Consolidated Statements of Income from Continuing Operations - Normalized Basis 
(unaudited)
(amounts in millions, except per share data)

Note to Readers: Our reported results, as shown on page 1, are prepared in 
accordance with generally accepted accounting principles (GAAP). The normalized 
results presented below exclude the impact of certain non-recurring or 
non-operating items, the details of which are provided on page 3 and 4 of this 
release. In addition, the normalized results reflect our 40% proportionate share 
of Cingular's results, the presentation of which is not allowed under GAAP. 
Normalized results exclude discontinued operations from all periods. Certain 
reclassifications have been made to prior periods to conform to the current 
presentation.


                                    1Q04     1Q03     Growth     4Q03     Growth
Operating Revenues
  Communications group           $ 4,488  $ 4,469       0.4%  $ 4,528      -0.9%
  Domestic wireless                1,577    1,455       8.4%    1,565       0.8%
  Domestic advertising and 
  publishing                         479      494      -3.0%      518      -7.5%
  All other                           12       12       0.0%       14     -14.3%
    Total Operating Revenues       6,556    6,430       2.0%    6,625      -1.0%

Operating Expenses
  Cost of services and products    2,339    2,125      10.1%    2,327       0.5%
  Selling, general, & 
  administrative expenses          1,464    1,404       4.3%    1,572      -6.9%
  Depreciation and amortization    1,119    1,144      -2.2%    1,179      -5.1%
    Total Operating Expenses       4,922    4,673       5.3%    5,078      -3.1%

Operating Income                   1,634    1,757      -7.0%    1,547       5.6%

Interest Expense                     272      326     -16.6%      281      -3.2%

Other Income (Expense), net            4       30     -86.7%       39     -89.7%

Income Before Income Taxes         1,366    1,461      -6.5%    1,305       4.7%

Provision for Income Taxes           478      537     -11.0%      459       4.1%
  Net Income                       $ 888    $ 924      -3.9%     $846       5.0%

Diluted:
  Weighted Average Common Shares 
  Outstanding                      1,838    1,861      -1.2%    1,845      -0.4%
Earnings Per Share                 $0.48    $0.50      -4.0%    $0.46       4.3%


Selected Financial and Operating Data - Continuing Operations

Operating income                 $1,634    $1,757      -7.0%   $1,547       5.6%
Operating margin                  24.9%     27.3%   -240 bps    23.4%    150 bps

Declared dividends per share      $0.25     $0.21      19.0%    $0.25       0.0%
Capital expenditures               $635      $588       8.0%     $948     -33.0%

Common shares outstanding         1,834     1,847      -0.7%    1,830       0.2%
Book value per share             $11.48     $9.96      15.3%   $10.77       6.6%
Total employees                  64,651    67,342      -4.0%   65,842      -1.8%


BellSouth Corporation
Normalized Earnings Summary and Reconciliation to Reported Results
(amounts in millions, except per share data)

First Quarter 2004                              Normalizing Items
                                             Sale of      Discontinued      SC
                              Cingular       Sonofon       Operations   Settlement
                       GAAP      A             E               F            G           Normalized
Operating Revenues  $ 4,976    $ 1,530                                        $ 50         $ 6,556
Operating Expenses    3,618      1,307                                          (3)          4,922
Operating Income      1,358        223             -                -           53           1,634
Interest Expense        215         57                                                         272
Other Income (Expense), 
net                     630       (164)         (462)                                            4
Income from Continuing 
Operations before Income
Taxes                 1,773          2          (462)               -            53          1,366
Provision for Income 
Taxes                   623          2          (167)                            20            478
Income from Continuing 
Operations            1,150          -          (295)               -            33            888
Income (Loss) from 
Discontinued Operations, 
net of tax              449                                      (449)                           -
Net Income           $1,599         $0         ($295)           ($449)          $33           $888

Diluted Earnings Per 
Share *               $0.87      $0.00        ($0.16)          ($0.24)        $0.02          $0.48

* Normalized earnings per share for first quarter 2004 does not sum due to 
rounding.

First Quarter 2003                                              Normalizing Items
                                                   A&P                          Pension/     Discontinued
                                    Cingular   Acctg. Change      FAS143      Severance       Operations
                          GAAP         A           B                C             D               F       Normalized
Operating Revenues     $ 5,014       $ 1,416                                                                 $ 6,430
Operating Expenses       3,663         1,130                                       (120)                       4,673
Operating Income         1,351           286               -           -            120                -       1,757
Interest Expense           258            68                                                                     326
Other Income (Expense), 
net                        247          (217)                                                                     30
Income from Continuing 
Operations before Income
Taxes                    1,340             1               -           -            120                -       1,461
Provision for Income 
Taxes                      490             1                                         46                          537
Income from Continuing 
Operations                 850             -               -           -             74                -         924
Income (Loss) from 
Discontinued Operations, 
net of tax                  65                                                                       (65)          -
Income Before Cumulative 
Effect of Changes in 
Accounting Principles      915             -               -           -             74              (65)        924
Cumulative Effect of 
Changes in Accounting 
Principles                 315                           501        (816)                                          -
  Net Income            $1,230            $0            $501       ($816)           $74             ($65)       $924

Diluted Earnings Per 
Share                    $0.66         $0.00           $0.27      ($0.44)         $0.04           ($0.03)      $0.50


BellSouth Corporation
Notes to Normalized Financial and Operating Data

Our normalized earnings have been adjusted for the following:

(a)  The periods presented have been adjusted to include our 40% proportional 
     share of Cingular Wireless' operating results, net of eliminations for 
     amounts charged by other BellSouth companies to Cingular.

(b)  Change in method of accounting related to our directory publishing business 
     from the issue basis method to the deferral method - The 2003 amount is a 
     one-time charge to net income of $501.

(c)  Adoption of Financial Accounting Standard No. 143 (FAS 143) - Represents a 
     one-time charge related to the adoption of new accounting rules associated 
     with obligations related to the retirement of long-lived assets. The 
     adjustment resulted in a one-time increase to net income of $816.

(d)  Pension/Severance Costs - During 2003, the number of employees who 
     voluntarily separated and elected to receive lump-sum retirement benefits 
     exceeded thresholds that require current recognition of deferred losses 
     related to these employees. These costs include $33 after-tax of severance 
     related costs.

(e)  Gain related to the sale of our operations in Denmark.

(f)  Discontinued Operations - In March 2004, we announced our intention to sell 
     our Latin American properties. Accordingly, the prior period results have 
     been recast to reflect the Latin American operations as Discontinued 
     Operations and thus excluded from normalized results. These amounts are 
     reported net of a $405 tax benefit in the first quarter of 2004 and of a 
     $16 tax benefit in the first quarter of 2003.

(g)  SC Regulatory Settlement - In April 2004, BellSouth entered into a 
     settlement agreement with the South Carolina Consumer Advocate with respect 
     to previously disclosed litigation (See 2003 10k). The settlement requires 
     among other things, that BellSouth refund $50 million to its South Carolina 
     customers. The refund was recorded in the first quarter 2004 as a reduction 
     to revenue.


BellSouth Corporation
Consolidated Balance Sheets (unaudited)
(amounts in millions, except per share data)

                              March 31,      December 31,      Change vs.
                               2004              2003        Prior Year-End

Assets
Current Assets:
  Cash and cash equivalents     $5,368            $4,556                $812
  Accounts receivable, net of 
  allowance for uncollectibles 
  of $396 and $496               2,385             2,870                (485)
  Material and supplies            293               375                 (82)
  Other current assets             887             1,048                (161)
  Assets of discontinued 
  operations                     3,796                 0               3,796
    Total Current Assets        12,729             8,849               3,880

Investments and Advances         8,206             8,552                (346)
Property, Plant and Equipment, 
net                             22,282            23,807              (1,525)
Deferred Charges and Other 
Assets                           5,938             5,855                  83
Goodwill                           249               342                 (93)
Intangible Assets, net           1,525             2,297                (772)

Total Assets                   $50,929           $49,702              $1,227

Liabilities and Shareholders' Equity
Current Liabilities:
  Debt maturing within one year $2,508            $3,491               ($983)
  Accounts payable               1,047             1,339                (292)
  Other current liabilities      3,059             3,628                (569)
  Liabilities of discontinued 
  operations                     2,582                 0               2,582

  Total Current Liabilities      9,196             8,458                 738

Long-Term Debt                  10,616            11,489                (873)

Noncurrent Liabilities:
  Deferred income taxes          5,694             5,349                 345
  Other noncurrent liabilities   4,367             4,694                (327)
    Total Noncurrent 
    Liabilities                 10,061            10,043                  18

Shareholders' Equity:
  Common stock, $1 par value     2,020             2,020                   0
  Paid-in capital                7,708             7,729                 (21)
  Retained earnings             17,626            16,540               1,086
  Accumulated other 
  comprehensive income            (471)             (585)                114
  Shares held in trust and 
  treasury                      (5,827)           (5,992)                165
    Total Shareholders' Equity  21,056            19,712               1,344

Total Liabilities and 
Shareholders' Equity           $50,929           $49,702              $1,227


BellSouth Corporation
Consolidated Statements of Cash Flows (unaudited)
(amounts in millions)

                                                      1Q04       1Q03      4Q03
Cash Flows from Operating Activities:
Income from Continuing Operations                  $ 1,150      $ 850     $ 836
Adjustments to income from continuing operations:
  Depreciation and amortization                        898        949       950
  Provision for uncollectibles                         115        159       125
  Net losses (earnings) of equity affiliates          (104)      (171)      (25)
  Deferred income taxes                                169        270       (12)
  Pension income                                      (121)      (134)     (133)
  Pension settlement losses                              -         67       (40)
  Stock-based compensation expense                      28         27        32
  (Gain) loss on sale/disposal of operations          (462)         -         -
Net change in:
  Accounts receivable and other current assets         (14)      (106)      (89)
  Account payable and other current liabilities         41        (33)     (233)
  Deferred charges and other assets                    (25)        86        46
  Other liabilities and deferred credits                 3        (56)     (143)
Other reconciling items, net                            50          2        14
 Net cash provided by operating activities           1,728      1,910     1,328

Cash Flows from Investing Activities:
Capital expenditures                                  (635)      (588)     (948)
Investments in debt and equity securities             (140)       (14)     (167)
Proceeds from sale of securities and operations        559          -         -
Proceeds from repayment of loans and advances          109          -         -
Settlement of derivatives on advances                  (17)         -         -
Other investing activities, net                         (5)        (3)       (1)
 Net cash provided by (used for) investing activities (129)      (605)   (1,116)

Cash Flows from Financing Activities:
Net borrowing (repayments) of short-term debt         (362)      (212)       (8)
Repayments of long-term debt                            (7)      (512)      (13)
Dividends paid                                        (457)      (371)     (425)
Purchase of treasury shares                              -       (255)     (536)
Other financing activities, net                         48         13        38
 Net cash used for financing activities               (778)    (1,337)     (944)

Net Increase/(Decrease) in Cash from Continuing 
Operations                                             821        (32)     (732)
Net Increase/(Decrease) in Cash from Discontinued 
Operations                                              (9)        (8)      263
Net Increase in Cash and Cash Equivalents              812        (40)     (469)
Cash and Cash Equivalents at Beginning of Period     4,556      2,482     5,025
Cash and Cash Equivalents at End of Period         $ 5,368    $ 2,442   $ 4,556


BellSouth Corporation
Results by Segment (amounts in millions) (unaudited)

Communications Group (1)
                                1Q04      1Q03     Growth     4Q03     Growth
Operating Revenues
  Voice                       $3,169   $ 3,163       0.2%   $3,164       0.2%
  Data                         1,092     1,090       0.2%    1,094      -0.2%
  Other                          314       323      -2.8%      360     -12.8%
    Total Operating Revenues   4,575     4,576       0.0%    4,618      -0.9%
Operating Expenses
  Cost of services and 
  products                     1,745     1,625       7.4%    1,698       2.8%
  Selling, general, & 
  administrative expenses        772       764       1.0%      792      -2.5%
  Depreciation and amortization  888       937      -5.2%      941      -5.6%
    Total Operating Expenses   3,405     3,326       2.4%    3,431      -0.8%
Segment Operating Income       1,170     1,250      -6.4%    1,187      -1.4%
Interest Expense                  91       118     -22.9%       90       1.1%
Other Income (Expense), net        6         3     100.0%       10     -40.0%
Income Before Income Taxes     1,085     1,135      -4.4%    1,107      -2.0%
Provision for Income Taxes       398       426      -6.6%      393       1.3%
    Segment Net Income(1)       $687     $ 709      -3.1%     $714      -3.8%


Selected Financial and Operating Data

(amounts in millions)
Segment operating income      $1,170    $1,250      -6.4%   $1,187      -1.4%
Segment operating margin       25.6%     27.3%   -170 bps    25.7%    -10 bps

Long distance revenues          $440      $257      71.2%     $411       7.1%
Access minutes of use         23,293    22,795       2.2%   22,903       1.7%
Capital expenditures            $612      $566       8.1%     $901     -32.1%
 (amounts in thousands)
Wholesale Lines                2,960     2,171      36.3%    2,682      10.4%
DSL customers                  1,618     1,122      44.2%    1,462      10.7%
LD customers                   4,596     1,930     138.1%    3,960      16.1%

Consumer ARPU (4)             $53.68    $49.93       7.5%   $53.20       0.9%


BellSouth Corporation
Results by Segment (unaudited)
Supplemental Operating Data (in thousands)

Communications Group - Network Access Lines In Service Reported (a)
                                1Q04      1Q03     Growth     4Q03     Growth
Access lines
  Residence
    Retail
      Primary                 12,200    13,115      -7.0%   12,466      -2.1%
      Additional               1,525     1,849     -17.5%    1,601      -4.7%
      Total Retail Residence  13,725    14,964      -8.3%   14,067      -2.4%
    Wholesale
      Resale                     160       296     -45.9%      177      -9.6%
      UNE-P                    1,963     1,156      69.8%    1,696      15.7%
      Total Wholesale 
      Residence                2,123     1,452      46.2%    1,873      13.3%
  Total Residence             15,848    16,416      -3.5%   15,940      -0.6%

  Business
    Retail
      Total Retail Business    5,354     5,621      -4.8%    5,417      -1.2%
    Wholesale
      Resale                      67        77     -13.0%       73      -8.2%
      UNE-P                      714       614      16.3%      686       4.1%
      Total Wholesale Business   781       691      13.0%      759       2.9%
  Total Business               6,135     6,312      -2.8%    6,176      -0.7%

  Other Retail/Wholesale Lines
      Retail                      48       146     -67.1%       97     -50.5%
      Wholesale                   56        28     100.0%       50      12.0%
  Total Other Retail/Wholesale 
  Lines                          104       174     -40.2%      147     -29.3%

  Total Access Lines in 
  Service                     22,087    22,902      -3.6%   22,263      -0.8%

  ISDN line equivalents
      Residence                   12        17     -29.4%       13      -7.7%
      Business                 1,457     1,592      -8.5%    1,453       0.3%
  Total ISDN Adjusted ALIS    23,556    24,511      -3.9%   23,729      -0.7%

(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.


BellSouth Corporation
Results by Segment (amounts in millions) (unaudited)
Domestic Wireless Segment (1)(a)
                                1Q04      1Q03     Growth     4Q03     Growth
Operating Revenues
  Service revenues (2)        $1,423    $1,357       4.9%   $1,414       0.6%
  Equipment and other revenues   154        98      57.1%      151       2.0%
    Total Operating Revenues   1,577     1,455       8.4%    1,565       0.8%
Operating Expenses
  Cost of services and products  584       487      19.9%      607      -3.8%
  Selling, general, & 
  administrative expenses        548       487      12.5%      599      -8.5%
  Depreciation and amortization  221       195      13.3%      228      -3.1%
    Total Operating Expenses   1,353     1,169      15.7%    1,434      -5.6%
Segment operating income         224       286     -21.7%      131      71.0%
Interest Expense                  79        90     -12.2%       82      -3.7%
Other Income (Expense), net      (47)      (31)    -51.6%      (38)    -23.7%
Income Before Income Taxes        98       165     -40.6%       11       N/M*
Provision for Income Taxes        39        64     -39.1%       (1)      N/M
    Segment Net Income(1)        $59      $101     -41.6%      $12     391.7%
* - Not meaningful.

Selected Financial and Operating Data

(amounts in millions, except customer data in thousands)

Segment Operating Income        $224      $286     -21.7%     $131      71.0%
Segment operating margin       14.2%     19.7%   -550 bps     8.4%    580 bps
Cellular/PCS Operating Metrics:
  Total Customers              9,847     8,846      11.3%    9,611       2.5%
  Net Customer Additions         222        76     192.1%      257     -13.6%
  Partitioned Customers and/or 
  Adjustments                     15         -        N/M        -        N/M
  Churn                         2.7%      2.6%     10 bps     2.8%    -10 bps
  Wireless Service ARPU (3)   $47.95    $50.76      -5.5%   $49.03      -2.2%
  Minutes Of Use Per 
  Subscriber                     488       405      20.5%      475       2.7%
  Licensed POPs (4)               96        94       2.1%       94       2.1%
  Penetration (4)              10.9%     10.0%     90 bps    10.8%     10 bps
Cingular Interactive Operating Metrics:
  Total Customers                307       334      -8.1%      316      -2.8%
  Net Customer Additions          (8)        7    -214.3%        -        N/M

(a)  The domestic wireless segment is comprised of BellSouth's 40% share of the 
     reported results of Cingular Wireless.


BellSouth Corporation
Results by Segment (amounts in millions) (unaudited)

Advertising & Publishing (1)
                                1Q04      1Q03     Growth     4Q03     Growth
Operating Revenues
  Advertising and publishing 
  revenues                       466     $ 481      -3.1%      470      -0.9%
  Commission revenues             16        17      -5.9%       52     -69.2%
    Total Operating Revenues     482     $ 498      -3.2%      522      -7.7%
Operating Expenses
  Cost of services                80        78       2.6%       91     -12.1%
  Selling, general, & 
  administrative expenses        156       170      -8.2%      184     -15.2%
  Depreciation and amortization    7         7       0.0%        7       0.0%
    Total Operating Expenses     243       255      -4.7%      282     -13.8%
Segment Operating Income         239       243      -1.6%      240      -0.4%
Interest Expense                   2         2       0.0%        2       0.0%
Other Income (Expense), net        -        (1)    100.0%        1    -100.0%
Income Before Income Taxes       237       240      -1.3%      239      -0.8%
Provision for Income Taxes        90        91      -1.1%       92      -2.2%
    Segment Net Income(1)       $147      $149      -1.3%     $147       0.0%

Segment operating income        $239      $243      -1.6%     $240      -0.4%
Segment operating margin       49.6%     48.8%     80 bps    46.0%    360 bps


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)  Wireless service revenues includes activation fees, access, airtime, 
     roaming, long distance and value added services. Roaming revenues are
     included on a gross basis for the Domestic Wireless segment. Average 
     monthly revenue per customer is calculated by dividing average monthly 
     service revenue by average customers.

(3)  Management uses average revenue per unit (ARPU) as an indicator of 
     operating performance of the business.
     Consumer ARPU - is defined as consumer revenues during the period divided 
     by average primary access lines during the period.
     Wireless Service ARPU - Cellular/PCS is defined as Cellular/PCS service 
     revenues during the period divided by average Cellular/PCS subscribers 
     during the period. This metric is used to compare the recurring revenue 
     amounts being generated on our network to prior periods and internal 
     targets. We believe that each of these metrics provides useful information 
     concerning the performance of our initiatives to attract and retain high 
     value customers and the use of our network.

(4)  Licensed POPs refers to the number of people residing in areas where 
     Cingular and its partners, Salmon and T-Mobile USA, Inc., have licenses to 
     provide cellular or PCS service, including the New York City metropolitan 
     area, and in areas where Cingular has not yet commenced service, such as 
     the Salt Lake City area. As a result of the consolidation of Salmon, 
     effective January 1, 2003, Salmon's licensed POPs of 4 million (BellSouth's 
     40% share) are included in the 2003 total licensed POPs. Penetration 
     calculation is based upon licensed operational POPs of 89 million 
     (BellSouth's 40% share). The New York City metropolitan area is also 
     included in the penetration calculation.


BellSouth Corporation
Non-GAAP Measures - Reconciliation
(amounts in millions) (unaudited)

Segment Net Income Reconciliation to GAAP Net Income
                                                        1Q04      1Q03     4Q03
Communications group segment net income                $ 687     $ 709    $ 714
Domestic wireless group segment net income                59       101       12
Advertising and publishing group segment net income      147       149      147
Corporate, eliminations and other                         (5)      (35)     (27)
Normalized net income                                    888       924      846
  Add back Excluded non-recurring or non-operational 
  items (a)                                              711       306      (59)
Consolidated GAAP net income                         $ 1,599   $ 1,230    $ 787

               Free Cash Flow
                                                        1Q04      1Q03     4Q03
Net cash provided by operating activities            $ 1,728   $ 1,910  $ 1,328
  Less Capital Expenditures                             (635)     (588)    (948)
Operating Free Cash Flow                             $ 1,093   $ 1,322    $ 380

                  Net Debt
                                                  March 31,      December 31,
                                                    2004             2003
Total Debt                                       $ 13,124           $ 14,980
Less Cash                                          (5,368)            (4,556)
Net Debt                                          $ 7,756           $ 10,424

Communications Group Operating Income before Depreciation and Amortization

                                                        1Q04      1Q03     4Q03
Operating Revenues                                   $ 4,575   $ 4,576  $ 4,618
Operating Income                                       1,170     1,250    1,187
  Add back Depreciation and amortization                 888       937      941
Operating Income before Depreciation and 
Amortization                                         $ 2,058   $ 2,187  $ 2,128
Margin                                                 45.0%     47.8%    46.1%

(a) See pages 3 and 4 for detail of excluded items.


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