Joint Venture

Bellsouth Corp
11 April 2000


SBC Contact:                           BellSouth Contact:
Selim Bingol                           Jeff Battcher
Tel:  [phone]                     Tel: [phone]
Email: [e-mail]            Email: [e-mail]

NOTE: The following media conference calls will be held and replayed throughout
the day

General/National Media                 Trade Media
11:15 a.m. Eastern                     12:30 p.m. Eastern        
1-800-289-0436                         1-800-289-0437
Replay begins 2p.m. EDT                Replay begins 3p.m. EDT
1-888-203-1112, passcode: 675140       1-888-203-1112, passcode:410471

         BELLSOUTH, SBC CREATE NATION'S 2ND LARGEST WIRELESS COMPANY 
                         WITH $10.2 BILLION IN REVENUES

     New National Wireless Company to Serve 40 of Top 50 U.S. Markets, 
                        Accelerate Wireless Data Offerings

ATLANTA and SAN ANTONIO (April 5, 2000) -- BellSouth Corporation (NYSE:BLS) and
SBC Communications Inc. (NYSE:SBC) today announced they will combine their U.S.
wireless operations, creating a powerful new wireless company to compete
nationwide in the exploding wireless voice and data businesses.  The new company
will be the second largest wireless carrier in the United States, serving 16.2
million subscribers and reaching 175 million potential customers from coast to
coast with the most robust set of services in the wireless industry.  Both
companies will share joint and equal control of the combined entity.

The joint venture will allow SBC and BellSouth to achieve the scale and scope to
compete aggressively nationwide, offering customers everything from wireless
Internet access and interactive messaging, to attractive national rate plans and
bundles of other services.  In addition, the joint venture will pursue
opportunities to grow the business through further expansion of its national
wireless network. The new wireless company will have several significant
competitive advantages:

- Immediate reach into 19 of the nation's top 20 markets and 40 of the top 50,
reaching 70% of the U.S. population.  The new company's interactive wireless
reach will be nearly universal across the United States.

- Innovative data offerings, including BellSouth's leading wireless data
applications such as the RIM 950 interactive pagers and Palm VII(tm)PDAs.
America Online plans to deliver wireless AOL applications via the BellSouth
Intelligent Wireless Network.sm

- Distribution channels with more than 15,000 points of customer contact, backed
by the two companies' marketing prowess.  The joint venture will also take
advantage of new distribution opportunities with national partners.

- Compatible technologies (both companies use TDMA and GSM digital technologies)
providing consistent, reliable service across the United States, which will soon
allow customers to use their phones nearly anywhere in the world.

- Leadership in wireless market share, built on a record of superior customer
service and network reliability by both companies.

- Financially strong wireless operations, with double-digit revenue and
subscriber growth rates, and industry leading margins.

  'We are combining two of the best wireless operations in the country into a
stronger, bigger, more capable national competitor,' said Edward E. Whitacre
Jr., SBC Communications Chairman and CEO.  'Our customers will soon have a more
powerful wireless provider, capable of quickly rolling out state-of-the-art data
services, and we will create value for our investors.'

  'This is an exciting day for BellSouth and SBC.  Together, we have formed the
nation's premiere provider of wireless voice and data services, on a shared
platform for substantial future growth,' said Duane Ackerman, BellSouth Chairman
and CEO.  'With this new company, BellSouth's and SBC's investors will achieve
appropriate value recognition of our wireless assets, unlocking significant
shareholder value.'

  Analysts predict wireless penetration in the U.S. will reach 70 to 80% within
10 years, up from 30% today, driven by demand for wireless data and Internet
services, increasingly competitive pricing and broader national coverage.

  SBC and BellSouth have executed agreements to ensure their continued ability
to offer customers bundles of services that include wireless.  There will also
be agreements through which the joint venture can sell telephone services of the
parent companies, including, for example, DSL, Internet access or features like
Caller ID.

  According to both chairmen, growth for the new venture will be fuelled by
competing successfully for more high-end customers who are interested in
wireless data and Internet services and from broader national coverage.

  The joint venture will be capable of making acquisitions, and bidding on new
or re-auctioned wireless frequencies, using its own capital structure,
potentially allowing it to issue debt and stock to the public to generate
additional cash to fuel its national expansion and product development efforts.
'It's a smart, strategic solution for SBC and BellSouth,' said Whitacre.

  The joint venture will be a separate company with control shared by both SBC
and BellSouth.  Ownership in the new company will be 60% for SBC and 40% for
BellSouth, based on the value of the assets both are contributing to the
venture.  Earnings for the new company will flow back proportionately to SBC and
BellSouth.  Both project that the transaction will not have a negative impact on
their respective earnings.

  'SBC and BellSouth have known each other for years, and we've structured this
company to succeed,' Ackerman said.  'We've made the same decisions on
technology.  We share the same values, and dedication to customers.  Together,
we will be a competitive force in the U.S. wireless market.'

  The new wireless company will be managed independently from both parents, with
a four-seat Board of Directors (two seats from each company).  The name of the
new company, its headquarters location and its chief executive officer will be
announced soon.  The companies are currently conducting an internal and external
search for the new CEO.

  Combining SBC's and BellSouth's wireless units will not affect or impede
either company's ability to compete against each other for a host of other
services.

  'We've made a commitment to enter and compete in 30 new markets around the
nation, including many of BellSouth's markets.  We're going to keep that
commitment,' said Whitacre.  'While we're now partners in wireless, we'll
continue to be competitors in every other area of our business.'

  'The new company allows BellSouth to create an even broader array of
competitive wireless offerings giving customers what they want, when they want
it,' said Ackerman.

  The transaction requires the approval of the Federal Communications Commission
and the European Union, and the review of the U.S. Department of Justice. 
Divestitures of some overlapping properties will be required.  The companies
expect to close the transaction by the end of the fourth quarter of this year.

BellSouth was advised by Lehman Brothers.  SBC was advised by Lazard and Salomon
Smith Barney.

To view additional materials relating to this announcement, visit the
www.bellsouth.com/investor or www.sbc.com websites.

SAFE HARBOR STATEMENT: Information set forth in this news release contains
financial estimates and other forward-looking statements that are subject to
risks and uncertainties.  A discussion of factors that may affect future results
is contained in SBC's and BellSouth's respective filings with the Securities and
Exchange Commission.  SBC and BellSouth disclaim any obligation to update or
revise statements contained in this news release based on new information or
otherwise.

BellSouth is a $25 billion communications services company.  It provides
telecommunications, wireless communications, cable and digital TV, directory
advertising and publishing, and Internet and data services to more than 37
million customers in 18 countries worldwide.

SBC Communications Inc. (www.sbc.com) is a global communications leader. 
Through its subsidiaries' trusted brands - Southwestern Bell, Ameritech, Pacific
Bell, SBC Telecom, Nevada Bell, SNET and Cellular One - and world-class network,
SBC's subsidiaries provide local and long-distance phone service, wireless and
data communications, paging, high-speed Internet access and messaging, cable and
satellite television, security services and telecommunications equipment, as
well as directory advertising and publishing. In the United States, the company
currently has 90.4 million voice grade equivalent lines, 11.2 million wireless
customers and is undertaking a national expansion program that will bring SBC
service to an additional 30 markets.  Internationally, SBC has
telecommunications investments in 23 countries.  With more than 204,000
employees, SBC is the 13th largest employer in the U.S. with annual revenues
that rank it among the largest Fortune 500 companies.