BellSouth Offer to CLECS

Bellsouth Corp
23 March 2004


  BELLSOUTH OFFERS STABLE NEGOTIATED WHOLESALE AGREEMENTS TO CLEC CUSTOMERS
  Proposal Nullifies Fear of Implications from Court of Appeals UNE-P Ruling


FOR RELEASE 4:30 P.M. EST  MARCH 23, 2004

        ATLANTA -- In its continuing effort to reach commercial agreements,
BellSouth (NYSE: BLS) today offered its wholesale customers long-term negotiated
agreements for access to the BellSouth network. The proposal is for a net
increase of zero for mass market customers the remainder of 2004.  The offer, if
accepted, will ensure stable pricing and offer a smooth transition from existing
agreements to commercially reasonable and competitive rates.

        "BellSouth's offer will provide certainty to customers of all local
telephone companies in our region and get us, and our competitors, off the
unending legal merry-go round," said Margaret Greene, BellSouth president -
regulatory and external affairs.  "Three times the mandated unbundling rules
that govern our current arrangements have been found illegal by federal courts.
It is inevitable that the below-cost rates we now charge will go away and that
true market-based rates will replace them.  What we are offering is in keeping
with a call for a transition period which was issued by Federal Communications
Commission Chairman Michael Powell."

        "Today's proposal offers BellSouth and our Competitive Local Exchange
Company customers predictable rates and a 42-month transition with modest
increases phased in beginning January 1, 2005," BellSouth President
Interconnection Services Keith Cowan said.  "The offer bridges our regulatory
past with our anticipated free market future."

        "This is an excellent offer to our wholesale customers."  Cowan said.
"It moves the industry to a more rational place by providing our customers with
a stable planning horizon.  It also should allow our CLEC customers to raise
additional capital which they can use to either invest in their own facilities
or lease additional facilities from us."

        CLECs that reject BellSouth's proposal potentially face full
market-based wholesale rates sometime during the 3-1/2 year proposed contract
period, plus business planning uncertainty and an unpredictable outcome from
long proceedings before regulators and the courts.

        "We are reaching out to companies that now lease our network at
government-mandated below-cost rates and asking them to strike a new deal with
us," Greene said.  "Wholesale customers should negotiate for services and agree
on their own terms and conditions without the heavy hand of government."

        The BellSouth offer is available until May 1.

        The current unbundling regime, which requires BellSouth to provide
pieces of its network at prices below what it costs BellSouth to provide them,
was ruled unlawful by a federal court on March 2.  Under the terms of the court
order, those rules are due to expire as early as May 1.


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.


FOR INFORMATION:


Bill McCloskey - Director Media Relations
BellSouth Corporation
1133 21st St., N.W.; Suite 900
Washington, D.C. 20036
Voice: 202-463-4129; Fax: [phone]
Pager 800-742-6803 PIN 170 140 45
(BellSouth interactive pager: billm)



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