2nd Quarter & Interim Results

BELLSOUTH CORPORATION
21 July 1999


FOR MORE INFORMATION                   
Tim Klein (404-249-4135)               
Jeff Battcher (404-713-0274)


                BellSouth EPS Grows More Than 24% in 2nd Quarter
      Customer gains fuel growth in data/Internet, wireless, international;
              Convenience features rack up $466 million in revenue

ATLANTA - BellSouth Corporation (NYSE: BLS) reported second quarter earnings per
share (EPS) of 51 cents, a 24.4 percent increase compared to 41 cents in the
second quarter of 1998. EPS in the most recent quarter included a 5-cent benefit
from a change in accounting for internal-use software. With customer gains
fueling higher volumes in its three major growth areas - data/Internet, domestic
wireless and international wireless -- consolidated revenues grew 8.5 percent to
$6.1 billion.

'We continue to move swiftly and execute decisively in the fastest-growing areas
of the exploding telecommunications marketplace - data, Internet, wireless and
international,' said Duane Ackerman, BellSouth chairman and chief executive
officer. 'BellSouth's earnings are growing because we're marketing the total
communications solutions our customers need.'

BellSouth's digital and data services revenues increased to $615 million in the
second quarter of 1999. This is a 32.3 percent increase compared to $465 million
in the same three months a year earlier. Growth was driven by gains in digital
access line equivalents, including high-capacity circuits for super-fast data
services such as PathLinke(R), BellSouth's primary rate ISDN product, and Fast
Packet services like Frame Relay and ATM. In addition, BellSouth.net(R) Internet
service surpassed 565,000 customers -- an annual growth rate of 125 percent.
BellSouth Interactive PagingSM service also contributed to the growth in data
revenues.

Domestic wireless revenues of $796 million grew 18.5 percent on a consolidated
basis, compared to $672 million in the second quarter of the previous year.
Boosted by the popularity of BellSouth's attractive pricing plans, the number of
U.S. wireless customers grew 17.8 percent, reaching 5.2 million on a
proportionate basis at June 30, 1999.

Customers using digital technology now account for more than half the minutes on
BellSouth's wireless network.

BellSouth's rapidly growing international operations generated proportionate
revenues of $709 million in the second quarter, compared to $451 million in the
same three months of 1998. This 57 percent increase was driven by continued high
growth in Latin America. BellSouth's operations in Argentina passed the
million-customer milestone during the second quarter. In Venezuela, customer
growth in the past year has exceeded 127 percent, including the effect of
BellSouth's increased ownership percentage. BellSouth's international wireless
customer base, on a proportionate basis, grew by a total of 2.2 million compared
to the year earlier, or 93 percent, and now stands at 4.5 million.

Sales of BellSouth's popular Complete Choice(R) Plans, which package basic local
residential service with the customer's own unlimited menu selection of more
than 20 convenience features, passed the four million milestone in the second
quarter. In addition, continued growth in sales of individual convenience
features such as Call Return, Three-way Calling and MemoryCall(R) service voice
messaging again boosted BellSouth's performance. Revenues from all convenience
features were $466 million in the second quarter of 1999, up 19.5 percent from
the same three months of 1998. Four out of 10 residential customers now use
Caller ID or Caller ID Deluxe, which together are growing 23 percent per year in
the consumer marketplace.

Total operating expenses of $4.5 billion, a 6.4-percent increase compared to the
second quarter of 1998, reflected the growth in volumes and customers, as well
as BellSouth's previously announced plans to accelerate spending on data
initiatives and marketing. Including $95 million related to the change in
software accounting, net income in the second quarter of 1999 was $980 million,
compared to $818 million in the second quarter of 1998.

BellSouth is a $24 billion communications services company. It provides
telecommunications, wireless communications, cable and digital TV, advertising
and publishing, and Internet and data services to more than 35 million customers
in 19 countries worldwide.

NOTE: For more information about BellSouth Corporation, visit the BellSouth Web
page at http://www.bellsouth.com/




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

                            Quarter Ended             Six Months Ended
                      6/30/99  6/30/98  % Change  6/30/99  6/30/98  % Change

Operating Revenues 
 Wireline
 Communications       
  Local service       $2,712   $2,502     8.4%    $5,366   $4,916     9.2%
  Network access       1,187    1,160     2.3%     2,378    2,311     2.9%
  Long distance          153      177   (13.6%)      303      352   (13.9%)
  Other wireline         255      249     2.4%       535      485    10.3%
   Total wireline
   communications      4,307    4,088     5.4%     8,582    8,064     6.4%
 Domestic wireless       796      672    18.5%     1,540    1,316    17.0%
 International
 operations              565      484    16.7%     1,126      936    20.3%
 Advertising and
 publishing              407      394     3.3%       750      730     2.7%
 Other                    73       26      N/M       123       44      N/M
   Total Operating
   Revenues            6,148    5,664     8.5%    12,121   11,090     9.3%

Operating Expenses
 Operational and
 support expenses      3,359    3,156     6.4%     6,612    6,085     8.7%
 Depreciation and
 amortization          1,143    1,074     6.4%     2,256    2,117     6.6%
  Total Operating
  Expenses             4,502    4,230     6.4%     8,868    8,202     8.1%

Operating Income       1,646    1,434    14.8%     3,253    2,888    12.6%

Interest Expense         245      203    20.7%       471      393    19.8%
Other Income (Expense),
 net                     172      118      N/M       (35)     301      N/M
Income Before Income
 Taxes                 1,573    1,349    16.6%     2,747    2,796    (1.8%)
Provision for Income
 Taxes                   593      531    11.7%     1,152    1,086     6.1%

   Net Income           $980     $818    19.8%    $1,595   $1,710    (6.7%)

Weighted Average
 Common Shares
 Outstanding:
  Basic                1,891    1,978    (4.4%)    1,912    1,980    (3.4%)
  Diluted              1,909    1,990    (4.1%)    1,930    1,992    (3.1%)
Earnings per Share:
  Basic                $0.52    $0.41    26.8%     $0.83    $0.86    (3.5%)
  Diluted              $0.51    $0.41    24.4%     $0.83    $0.86    (3.5%)

Selected Financial and Operating Data

                            Quarter Ended             Six Months Ended
                      6/30/99  6/30/98  % Change  6/30/99  6/30/98  % Change

EBITDA                $2,789   $2,508    11.2%    $5,509   $5,005    10.1%
EBITDA margin          45.4%    44.3%   +110bps    45.5%    45.1%   +40bps
Return on average
 equity (annualized)   27.9%    20.2%   +770bps    21.8%    21.6%   +20bps
Return on average
 total capital
 (annualized)          16.6%    14.0%   +260bps    13.9%    14.7%   -80bps
Dividends per share   $0.19%   $0.18      5.6%     $0.38    $0.36     5.6%
Capital expenditures  $1,498   $1,254    19.5%    $2,885   $2,480    16.3%

                                As of
                      6/30/99  6/30/98  % Change

Common shares
 outstanding           1,885    1,971     (4.4%)
Book value per share   $7.40    $8.04     (8.0%)
Debt ratio             53.5%    42.2%   +1130bps
Total employees       94,998   86,188      10.2%


BellSouth Corporation
Normalized Earnings Summary (unaudited)
($ in millions, except per share data)

                                 Quarter Ended                Six Months 
                                                                 Ended
                            6/30/99  6/30/98 % Change   6/30/99  6/30/98 %Change

Reported Net Income            $980     $818   19.8%     $1,595  $1,710   (6.7%)
 Foreign currency loss(a)       -        -       -          280     -      N/M
 Gain on sale of ITT World 
 Directories(b)                 -        -       -          -       (96)   N/M

Normalized Net Income          $980     $818   19.8%     $1,875  $1,614   16.2%

Reported Diluted Earnings 
 Per Share                    $0.51    $0.41   24.4%      $0.83   $0.86   (3.5%)
 Foreign currency loss(a)       -        -       -         0.15     -      N/M
 Gain on sale of ITT World 
 Directories(b)                 -        -       -          -     (0.05)   N/M

Normalized Diluted Earnings 
 Per Share(c)                 $0.51    $0.41   24.4%      $0.97   $0.81   19.8%

Normalized return on average 
 equity (annualized)          27.9%    20.2%   +770bps    25.6%   20.4%  +520bps
Normalized return on average  
 total capital (annualized)   16.6%    14.0%   +260bps    15.9%   14.0%  +190bps
   

(a) Represents our share of foreign currency losses recorded during first
    quarter 1999 as a result of the devaluation of the Brazilian Real during
    January 1999. 

(b) Represents the after-tax gain associated with additional proceeds received
    in first quarter 1998 on the July 1997 sale of ITT World Directories,
    included in Other Income (Expense), net.

(c) 1999 year-to-date normalized diluted earnings per share do not sum due to
    rounding.



Software Capitalization

The new accounting rules on capitalization of internal software costs were
adopted in first quarter 1999. The following table adjusts our 1999 normalized
operating results for the impact of adoption:

                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98  %Change   6/30/99  6/30/98 %Change

Operational and support 
 expenses                    $3,527   $3,156    11.8%    $6,894   $6,085   13.3%
Depreciation and 
 amortization                $1,127   $1,074     4.9%    $2,234   $2,117    5.5%

Adjusted:
Net Income                     $885     $818     8.2%    $1,715   $1,614    6.3%
Earnings Per Share            $0.46    $0.41    12.2%     $0.89    $0.81    9.9%




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

                                                     June 30,    December 31,
                                                       1999         1998
Assets
Current Assets:
 Cash and cash equivalents                               $573        $3,003
 Temporary cash investments                               345           184
 Accounts receivable-net of allowance for 
 uncollectibles of $284 and $251                        4,583         4,629
 Material and supplies                                    476           431
 Other current assets                                     497           459
  Total Current Assets                                  6,474         8,706

Investments and Advances                                6,267         2,861

Property, Plant and Equipment                          59,925        57,974
 Less: accumulated depreciation                        35,609        34,034

  Property, Plant and Equipment, net                   24,316        23,940

Deferred Charges and Other Assets                       1,176         1,028
Intangible Assets, net                                  3,283         2,875

Total Assets                                          $41,516       $39,410


Liabilities and Shareholders' Equity
Current Liabilities:
 Debt maturing within one year                         $7,693        $3,454
 Accounts payable                                       2,030         2,219
 Other current liabilities                              3,916         3,477
  Total Current Liabilities                            13,639         9,150

Long-Term Debt                                          8,391         8,715

Noncurrent Liabilities
 Deferred income taxes                                  2,662         2,512
 Unamortized investment tax credits                       147           167
 Other noncurrent liabilities                           2,723         2,756
  Total Noncurrent Liabilities                          5,532         5,435
Shareholders' Equity:
 Common stock, $1 par value                             2,020         2,020
 Paid-in capital                                        6,766         6,766
 Retained earnings                                     10,339         9,479
 Accumulated other comprehensive income                  (178)          (64)
 Shares held in trust and treasury                     (4,687)       (1,752)
 Guarantee of ESOP debt                                  (306)         (339)
  Total Shareholders' Equity                           13,954        16,110

Total Liabilities and Shareholders' Equity            $41,516       $39,410


BellSouth Corporation
Consolidated Statements of Income ($ in millions) (unaudited)

Wireline Communications

                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98 % Change  6/30/99  6/30/98 % Change

Operating Revenues
 Local service               $2,712   $2,502     8.4%    $5,366   $4,916   9.2%
 Network access               1,187    1,160     2.3%     2,378    2,311   2.9%
 Long distance                  153      177   (13.6%)      303      352 (13.9%)
 Other wireline                 374      297    25.9%       702      577  21.7%
  Total Operating Revenues    4,426    4,136     7.0%     8,749    8,156   7.3%
Operating Expenses 
 Operational and support 
  expenses                    2,186    2,121     3.1%     4,263    4,092   4.2% 
 Depreciation and 
  amortization                  850      836     1.7%     1,683    1,662   1.3% 
  Total Operating Expenses    3,036    2,957     2.7%     5,946    5,754   3.3%
Operating Income              1,390    1,179    17.9%     2,803    2,402  16.7%
Interest Expense                133      144    (7.6%)      268      277  (3.2%)
Other Income, net                 -        2     N/M          1        4   N/M  
Income Before Income Taxes    1,257    1,037    21.2%     2,536    2,129  19.1%
Provision for Income Taxes      476      393    21.1%       954      802  19.0%
Segment Net Income(1)          $781     $644    21.3%    $1,582   $1,327  19.2%


Selected Finandal and Operating Data
                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98 % Change  6/30/99  6/30/98 % Change
(amounts in millions)
EBITDA                       $2,240   $2,015    11.2%    $4,486   $4,064  10.4% 
EBITDA margin                 50.6%    48.7%   +190bps    51.3%   49.8%+  150bps
Convenience feature 
  revenues                     $466     $390    19.5%      $900     $747  20.5%
Access minutes of use        27,627   26,240     5.3%    54,452   51,322   6.1%
Long distance messages          168      201   (16.4%)      345      402 (14.2%)
Capital expenditures         $1,166     $880    32.5%    $2,255   $1,723  30.9%



                                         As of
                               6/30/99  6/30/98  % Change

Debt ratio                       48.5%    48.6%    -10bps
Equivalent access 
 lines in service (thousands):
 Switched access lines          24,370   23,660     3.0%
 Access line equivalents        16,925   12,346    37.1%
Total equivalent access 
 lines in service               41,295   36,006    14.7%
Telephone employees             64,727   59,700     8.4%
Telephone employees per 
 10,000 switched access lines     26.6     25.2     5.6%



BellSouth Corporation
Supplemental Operating Data (in thousands)

Wireline Communications - Network Access Lines In Service (a)

                                                         As of
                                                 6/30/99  6/30/98  % Change
Switched access lines
 Residence                                        16,782   16,182     3.7%
 Business                                          7,316    7,204     1.6%
 Other                                               272      274    (0.7%)
   Total switched access lines in service         24,370    23,660    3.0%

Access line equivalents(b)(c)
 Selected digital data services:
  Basic rate ISDN                                    202       157   28.7%
  Primary rate ISDN                                  714       401   78.1%
  DS0                                                489       421   16.2%
  DS1                                              3,901     3,030   28.7%
  DS3 & higher                                    11,619     8,337   39.4%
   Total digital data lines in service            16,925    12,346   37.1%
Total equivalent access lines in service          41,295    36,006   14.7%


(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.

(b) Access line equivalents are derived by converting high capacity data
    lines to the estimated capacity of one switched access line. The conversion
    factors used are as follows: Basic rate ISDN=2.5 DSOs, Primary rate ISDN=24
    DSOs, DS1=24 DSOs, DS3=672 DSOs, OC3=2,016 DSOs, OC12=8,064 DSOs, 
    OC24=16,128 DSOs and OC48=32,256 DSOs. Basic rate ISDN lines are included 
    in our switched access line count as equaling one line.

(c) Revenues associated with digital data lines are derived from the sale of
    specific high-bandwidth products provisioned over transmission lines with
    DSO or greater capacity. While access line equivalent counts have a
    directional relationship with digital and data revenues, growth rates cannot
    be compared on an equivalent basis.


BellSouth Corporation
Consolidated Statements of Income 
($ in millions) (unaudited)

International Operations(2)
                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98  %Change   6/30/99  6/30/98 %Change

Operating revenues             $565     $484   16.7%     $1,126     $936  20.3%
Segment net income
 (loss)(1)(6)                   $50     ($22)   N/M         $30     ($27)  N/M
Total assets                 $4,389   $4,715   (6.9%)


Proportionate Basis (3) - Selected Financial and Operating Data

                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98  %Change   6/30/99  6/30/98 %Change

(amounts in millions, except 
customer data in thousands)
Wireless revenues, net(4)      $709     $472   50.2%     $1,414     $899  57.3%
Net income (loss) (5)(6)        $54      ($6)   N/M         $46      $11   N/M
Operating cash flow (7)        $215     $123   74.8%       $388     $226  71.7%
Operating cash flow margin(8) 30.3%    26.1%  +420bps     27.4%    25.1% +230bps
Customer net adds in period 
 (excluding ownership changes)  424      291   45.7%        998      508  96.5%
Average monthly revenue per
 customer (9)                    $51      $64  (20.3%)       $53     $65 (18.5%)


                                     As of            
                            6/30/99  6/30/98  %Change 
Wireless:
 Customers                    4,475    2,390   87.2%
 POPs                       127,407  100,766   26.4%
Penetration rate(10)           4.5%     3.0%  +150bps
Property, plant and 
 equipment, gross            $3,260   $2,335   39.6%

Normalized Financial and Operating Data

During 1998, we sold our interest in BellSouth New Zealand. In the following
table, we have excluded this operation from the prior period financial and
operating data to provide more meaningful comparative information for existing
operations.

                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98  %Change   6/30/99  6/30/98 %Change

(amounts in millions, except 
customer data in thousands)
Wireless revenues, net(4)      $709     $451   57.2%     $1,414     $857  65.0%
Customers                     4,475    2,317   93.1%
POPs                        127,407   98,361   29.5%
Penetration rate(10)           4.5%     3.0%  +150bps


BellSouth Corporation
Supplemental Operating Data - Intemational Customers and POPs by Country
(Proportionate Basis(3) in thousands)

                                                     Customers as of
Country        Brand                         6/30/99     6/30/98     %Change 

Argentina      Movicom                           652         461       41.4%  
               Interior                            -           -          -   
Brazil         BCP (Sao Paulo)                   437          59        N/M
               BCP (Northeast)                   103           -        N/M
Chile          BellSouth (Santiago)              262         151       73.5%
Ecuador        BellSouth                         132          53      149.1%
Nicaragua      BellSouth                          23          10      130.0%
Panama         BSC de Panama                      34          13      161.5%
Peru           Tele2000 (Lima)                   192         103       86.4%
               Tele2000 (Interior)                 -           -          -
Uruguay        Movicom                            42          20      110.0%
Venezuela      Telcel                          1,221         537      127.4%

Subtotal Latin America                         3,098       1,407      120.2%


Denmark        Sonofon                           393         273       44.0%
Germany        e.plus                            568         308       84.4%
India          SkyCell                             4           5      (20.0%)
Israel         Cellcom                           412         324       27.2%
New Zealand    BellSouth                           -          73        N/M

Subtotal Europe and Asia/Pacific               1,377         983       40.1%

Total International                            4,475       2,390       87.2%



                                                        POPs as of
Country        Brand                         6/30/99     6/30/98     %Change 

Argentina      Movicom                         8,775       8,515        3.1%  
               Interior                       14,690           -        N/M   
Brazil         BCP (Sao Paulo)                 8,049       7,374        9.2%
               BCP (Northeast)                12,452      11,305       10.1%
Chile          BellSouth (Santiago)            7,400       7,400          - 
Ecuador        BellSouth                      10,996       7,462       47.4%
Nicaragua      BellSouth                       2,581       2,581          - 
Panama         BSC de Panama                   1,135       1,135          - 
Peru           Tele2000 (Lima)                 5,188       4,133       25.5%
               Tele2000 (Interior)            12,600      10,037       25.5%
Uruguay        Movicom                           966         966          - 
Venezuela      Telcel                         18,132      13,010       39.4%

Subtotal Latin America                       102,964      73,918       39.3%


Denmark        Sonofon                         2,465       2,465          - 
Germany        e.plus                         18,545      18,545          - 
India          SkyCell                         1,348       1,348          -  
Israel         Cellcom                         2,085       2,085          -  
New Zealand    BellSouth                           -       2,405        N/M

Subtotal Europe and Asia/Pacific              24,443      26,848       (9.0%)

Total International                          127,407     100,766       26.4%


BellSouth Corporation
Consolidated Statements of Income 
($ in millions) (unaudited)

Advertising and Publishing

                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98 % Change  6/30/99  6/30/98 % Change

Operating revenues             $410     $392    4.6%       $756     $730   3.6%
Segment net income(l)           $98     $102   (3.9%)      $182     $188  (3.2%)
Total assets                 $1,310   $1,117   17.3%


Selected Financial and Operating Data

                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98  % Change 6/30/99  6/30/98 % Change

EBITDA                         $169     $163     3.7%      $315     $306   2.9%
EBITDA margin                 41.2%    41.6%    -40bps    41.7%    41.9%  -20bps


Other
                                  Quarter Ended             Six Months Ended
                            6/30/99  6/30/98  %Change   6/30/99  6/30/98 %Change

External revenues               $73      $26   180.8%      $123     $44  179.5%
Intersegment revenues           $92      $53    73.6%      $162    $107   51.4%
 Total operating revenues      $165      $79   108.9%      $285    $151   88.7%
Segment net loss(i)            ($59)    ($31)  (90.3%)    ($116)   ($71) (63.4%)
Total assets                 $1,333   $1,301    (2.5%)




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) Domestic wireless and international operations financial and operating data
    are reported one month in arrears, except for domestic wireless customers
    and POPs which are presented as of quarter end.

(3) Proportionate basis financial and operating data reflect our ownership
    interest in the total operating results for each of our wireless properties,
    both domestic and international, whether or not consolidated for financial
    statement presentation purposes. Proportionate basis customers and P0Ps
    represent end of period customers and estimated market population,
    respectively, multiplied by our ownership interest in a licensee operating
    in that market.

(4) Wireless revenues, net includes activation fees, access, airtime, roaming
    (net), long distance, equipment sales, value added services and other
    revenue. Proportionate domestic wireless revenues have been adjusted to
    include the cost of equipment sold to customers.

(5) Net income (loss) represents our proportionate interest in the net income
    (loss) of the respective operations and does not include gains (losses) from
    the sale of properties or development expenses for markets prior to service
    initiation.

(6) International operations' year-to-date 1999 segment net income (loss) and
    proportionate basis net income (loss) exclude $280 million in foreign
    exchange losses associated with the devaluation of the Brazilian Real.

(7) Operating cash flow is defined as operating income plus depreciation and
    amortization. While it represents our proportionate interest in the
    operating entities' operating cash flows, it does not necessarily represent
    cash available to us.

(8) Operating cash flow margin is calculated by dividing operating cash flow by
    wireless revenues, net.

(9) Average monthly revenue per customer is calculated by dividing average
    monthly revenue by average proportionate basis customers. Average monthly
    revenue includes activation fees, access, airtime, roaming (net), long
    distance and value added services.

(10) Penetration rate is calculated by dividing proportionate basis customers by
     proportionate basis POPs (excludes POPs in markets where service has not
     been initiated).