BLS to Sell Latin Amer Props

Bellsouth Corp
08 March 2004



                                                      For more information call:

                                                                   Jeff Battcher
                                                           BellSouth Corporation
                                                                  [phone]
                                                     [e-mail]

                                                                  Maria Schnabel
                                                         BellSouth International
                                                                  [phone]
                                                    [e-mail]





                  BELLSOUTH SIGNS DEFINITIVE AGREEMENT TO SELL

               ITS LATIN AMERICA OPERATIONS TO TELEFONICA MOVILES



•        BellSouth to receive $4.2 billion in cash

•        BellSouth consolidated debt reduced by $1.5 billion

Atlanta, GA.- March 8, 2004 - BellSouth Corp. (NYSE: BLS) has signed a
definitive agreement with Telefonica Moviles, the wireless affiliate of
Telefonica S.A. (NYSE: TEM) to sell its interests in its 10 Latin American
operations. The purchase price is based on a total enterprise value of the 10
Latin American companies of $5.85 billion. BellSouth will receive after tax cash
proceeds of approximately $4.2 billion and reduce consolidated debt by $1.5
billion.

            BellSouth and its partners operate 10 wireless companies in Latin
America (Argentina, Chile, Colombia, Ecuador, Guatemala, Nicaragua, Panama,
Peru, Uruguay and Venezuela).  Telefonica has operations in seven Latin American
countries (Brazil, Mexico, Argentina, Peru, Chile, El Salvador and Guatemala).
With the acquisition, Telefonica will add six additional countries to its
footprint and 10.5 million new customers.

            According to Duane Ackerman, Chairman and CEO of BellSouth, "the
sale of our Latin American operations enables us to continue to strengthen our
domestic businesses.   This transaction improves our flexibility as we focus on
our growth opportunities."

The transaction is subject to due diligence, governmental approvals and other
closing conditions.  It is expected to close in stages as closing conditions are
satisfied, with the final closing expected to occur in the second half of 2004.
BellSouth expects to record a gain on the transaction based on the book value at
closing.  Based on current book value, the after-tax gain would be approximately
$1.9 billion.

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
Answers(SM) 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.com(SM) 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.

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)
currency devaluations and continued economic weakness in certain international
markets in which we operate or have material investments; (iii) the intensity of
competitive activity and its resulting impact on pricing strategies and new
product offerings; (iv) higher than anticipated cash requirements for
investments, new business initiatives and acquisitions; (v) unfavorable
regulatory actions 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.




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