Holding in Another Company

Bellsouth Corp
16 January 2001

FOR MORE INFORMATION CONTACT:      Jeff Battcher
                                   BellSouth Corporation
                                   404-713-0274

                                   Pattie Kushner
                                   BellSouth Corporation
                                   404-249-2365


             BELLSOUTH SELLS A PORTION OF ITS EQUITY STAKE IN QWEST
                                 COMMUNICATIONS

ATLANTA - January 16, 2001 - BellSouth (NYSE: BLS) announced today it will sell
approximately 22.22 million shares of Qwest Communications International Inc.
(NYSE: Q) common stock to Qwest for $1.0 billion in cash, or $45 per share.
Thereafter, BellSouth will own 51.78 million shares of Qwest common stock
representing approximately 3.1% of the outstanding shares of Qwest.

BellSouth and Qwest will continue their commercial agreements, which were
developed to help both companies more effectively provide high-end business
customers with complete communications solutions. In addition, BellSouth will
purchase $250 million of services and products from Qwest over a five-year
period, with payment being made in shares of Qwest stock based on a price of $45
per share plus interest.

The sale of the Qwest shares will allow BellSouth to better focus resources on
the high growth areas of data and wireless. BellSouth is rapidly accelerating
DSL deployment with a goal of reaching 600,000 customers by year-end. It will
continue to expand its wireless services in the United States through its 40
percent ownership interest in Cingular Wireless, the nation's second largest
wireless provider, and in the eleven Latin American countries where BellSouth
currently provides wireless services.

About BellSouth Corporation
BellSouth Corporation is an integrated communications services company
headquartered in Atlanta, GA serving more than 41 million customers in the
United States and 16 other countries. BellSouth, consistently recognized for
customer satisfaction, provides residential, business and wholesale customers
with integrated voice, video and data services to meet their communications
needs. BellSouth is a Fortune 100 company with total revenues exceeding $26
billion.

In addition to historical information, this document contains 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; and (iii) higher than anticipated cash requirements
for investments, new business initiatives and acquisitions. The forward-looking
information in this document is given as of this date only, and BellSouth
assumes no duty to update this information.