Q3 & 9 Mths Results- Consolidated Revenues Up 9.5%

BELLSOUTH CORPORATION
20 October 1999


FOR MORE INFORMATION          
Jeff Battcher (404-713-0274)
Pattie Thompson (404-249-2365)

                BellSouth Reports 24.4% Growth in Normalized EPS
               EPS of 51 cents before special items jumps 10 cents;
            Company surpasses 10 million wireless customers worldwide

ATLANTA - With continued across-the-board growth highlighted by surpassing 10
million wireless customers worldwide, BellSouth Corporation (NYSE: BLS) reported
third quarter earnings per share (EPS) of 51 cents before special items, a 24.4
percent increase compared to 41 cents in the third quarter of 1998. Consolidated
revenues increased 9.5 percent to a record $6.4 billion, as BellSouth's data,
Internet and other digital services continued to boost top line growth.

Reported EPS in the most recent quarter was 53 cents.  It included gains of 5
cents related to the recognition of certain foreign investment tax credits
generated in prior years and 1 cent on the August 1999 sale of Honolulu
Cellular.  EPS also reflected a charge of 4 cents related to foreign currency
impact on Brazilian debt.

'Our financial performance didn't skip a beat in the third quarter,' said Duane
Ackerman, BellSouth chairman and chief executive officer.  'We're combining the
packages of communications services customers want with the award-winning
service they expect from BellSouth.  In addition, our revenue and earnings gains
demonstrate the advantages of operating in high growth markets, both in the U.S.
and internationally.'

(Note to editors: On August 4, 1999 BellSouth took top honors (tie) for the
fourth consecutive year in the J.D. Power and Associates Residential Local
Telephone Service Satisfaction Study(SM). On September 23, BellSouth Mobility
and BellSouth Mobility DCS placed first in Atlanta and Charlotte, respectively,
in the J.D. Power and Associates 1999 U.S. Wireless Customer Satisfaction
Study(SM).)

BellSouth's fast-growing domestic and international wireless operations shot
past the combined 10 million customer milestone during the third quarter, based
on the company's ownership percentages.  In the U.S., wireless customers reached
5.1 million on a proportionate basis, an increase of 16.1 percent compared to
September 30, 1998.  BellSouth's international wireless customer base expanded
at the annual rate of 76 percent.  On a proportionate basis, the company now
serves 5.2 million customers outside the U.S., including 3.7 million in Latin
America.

Domestic wireless revenues of $815 million grew 16.1 percent on a consolidated
basis compared to $702 million in the third quarter of the previous year.
BellSouth's rapidly growing international operations generated proportionate
revenues of $749 million in the third quarter, compared to $600 million in the
same three months of 1998.  This 24.8 percent increase was driven by continued
high growth in Latin America, particularly in prepaid customers.  During the
third quarter BellSouth extended its popular prepaid cellular products to all
nine of the countries it serves in Latin America.

Digital and data services revenues grew to $698 million in the third quarter of
1999, a 31 percent increase compared to $534 million in the same three months a
year earlier.  Demand for BellSouth's family of high-speed digital services and
data products continued to fuel revenues.  Innovative wireless data offerings
such as BellSouth Interactive Paging(SM) service and joint marketing of the Palm
VII(TM) connected organizer by 3Com also contributed to revenue growth.  In
addition, the number of BellSouth.net(SM) Internet service customers more than
doubled, reaching 626,000, an annual growth rate of 107 percent.

Revenues from convenience features were $481 million in the third quarter of
1999.  Sales of the new BellSouth(R) Solutions product are running ahead of
projections.  Introduced in August for residential and small business customers,
BellSouth Solutions is a package of Internet access, wireless, paging and local
phone service with convenience features -- all on one bill, with one number to
call for service.

Total operating expenses were $4.7 billion, a 7.0 percent increase compared to
the third quarter of 1998.  Expenses reflected the growth in volumes and
customers as well as spending on BellSouth's data initiatives, and marketing,
offset by a change in accounting for internal-use software.

Reported net income in the third quarter of 1999 was $1.015 billion, including
$95 million from the recognition of certain foreign investment tax credits
generated in prior years and $23 million from the gain on Honolulu Cellular. 
The non-cash foreign currency charge reduced reported net income by $75 million.
Net income in the third quarter of 1998 was $814 million.

BellSouth is a $25 billion communications services company.  It provides
telecommunications, wireless communications, cable and digital TV, advertising
and publishing, and Internet and data services to more than 36 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                   Nine Months Ended
                      9/30/99   9/30/98  % Change   9/30/99  9/30/98 % Change

Operating Revenues
 Wireline 
 communications
 Local service       $2,747      $2,542    8.1%      $8,113   $7,458    8.8%
 Network access       1,200       1,147    4.6%       3,578    3,458    3.5%
 Long distance          158         180  (12.2%)        461      532  (13.3%)
 Other wireline         310         267   16.1%         845      752   12.4%

   Total wireline 
    communications    4,415       4,136    6.7%      12,997   12,200    6.5%

 Domestic wireless      815         702   16.1%       2,355    2,018   16.7%
 International
  operations            575         514   11.9%       1,701    1,450   17.3%
 Advertising and 
  publishing            540         481   12.3%       1,290    1,211    6.5%
 Other                   77          32     N/M         200       76     N/M

Total Operating       
 Revenues             6,422       5,865    9.5%      18,543   16,955    9.4%  

Operating Expenses    
 Operational and 
  support expenses    3,541       3,291    7.6%      10,153    9,376    8.3%
 Depreciation and 
  amortization        1,170       1,111    5.3%       3,426    3,228    6.1%

    Total Operating 
     Expenses         4,711       4,402    7.0%      13,579   12,604    7.7%

Operating Income      1,711       1,463   17.0%       4,964    4,351   14.1%
Interest Expense        266         218   22.0%         737      611   20.6%
Other Income 
 (Expense), net          25          73     N/M        (10)      374     N/M
Income Before Income 
 Taxes                1,470       1,318    11.5%     4,217     4,114    2.5%
Provision for Income    
 Taxes                  455         504    (9.7%)    1,607     1,590    1.1%
     Net Income      $1,015        $814    24.7%    $2,610    $2,524    3.4%

Diluted:
  Weighted Average 
   Common Shares 
    Outstanding       1,904       1,979   (3.8%)     1,921     1,987   (3.3%)
Earnings Per Share    $0.53       $0.41   29.3%      $1.36     $1.27    7.1%


Selected Financial and Operating Data

                          Quarter Ended                   Nine Months Ended
                     9/30/99   9/30/98  % Change   9/30/99   9/30/98  % Change

EBITDA               $2,881    $2,574     11.9%     $8,390    $7,579   10.7%
EBITDA margin         44.9%     43.9%   +100bps      45.2%     44.7%   +50bps
Return on average 
 equity (annualized)  28.4%     19.6%   +880bps      23.9%     20.9%  +300bps
Return on average 
 total capital 
  (annualized)         16.3%     13.9%   +240bps      14.8%     14.4%  +40bps
Dividends per share    $0.19     $0.18     5.6%       $0.57     $0.54    5.6%
Capital expenditures  $1,570    $1,264    24.2%      $4,456    $3,744   19.0%

                                      As of
                            9/30/99   9/30/98  % Change 

Common shares outstanding     1,884     1,959     (3.8%)
Book value per share          $7.26     $8.12    (10.6%)
Debt ratio                    54.0%     42.7%   +1,130bps
Total employees              95,773     86,628      10.6%



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


                          Quarter Ended                   Nine Months Ended
                     9/30/99   9/30/98  % Change   9/30/99   9/30/98  % Change

Reported Net Income   $1,015     $814     24.7%     $2,610    $2,524   3.40%
Foreign currency 
 loss(a)                  75       -        -          355      -
Recognition of 
 foreign investment 
  tax credits (b)        (95)      -        -          (95)     -
Gain on sale of 
 Honolulu Cellular       (23)      -        -          (23)     -
Gain on sate of ITT 
 World Directories(c)       -      -        -            -     (96)

Normalized Net Income    $972    $814     19.4%      $2,847    $2,428   17.3%

Reported Diluted
 Earnings Per Share      $0.53   $0.41    29.3%       $1.36     $1.27    7.1%
 Foreign currency loss(a) 0.04     -        -          0.18       -
 Recognition of foreign 
  investment tax
   credits               (0.05)    -        -         (0.05)      -
 Gain on sale of 
  Honolulu Cellular      (0.01)    -        -         (0.01)      -
 Gain on sale of ITT 
  World Directories(c)       -     -        -            -      (0.05)

Normalized Diluted 
 Earnings Per Share      $0.51   $0.41    24.4%       $1.48     $1.22   21.3%

Normalized return on 
 average equity 
 (annualized)             27.2%  19.6%    +760bps       26.1%    20.1% +600bps
Normalized return on 
average total capital 
(annualized)              15.7%  13.9%    +180bps       15.9%    13.9% +200bps

(a)  Represents foreign currency losses recorded by our equity investees in
     Brazil.  These losses are primarily due to weakening of the Brazilian Real
     and the resulting mark-to-market adjustment of their US dollar-denominated
     debt.

(b)  Represents Foreign Investment tax credits generated in prior years.

(c)  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.

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            Nine Months Ended
                          9/30/99 9/30/98 % Change   9/30/99  9/30/98 % Change

Operational and
 support expenses         $3,691  $3,291  12.2%      $10,585  $9,376     12.9%
Depreciation and
 amortization              1,143   1,111   2.9%        3,377   3,228      4.6%

Total Operating
 Expenses                 $4,834  $4,402   9.8%      $13,962 $12,604     10.8%

Adjusted:
 Net Income                 $892    $814   9.6%       $2,607  $2,428     7.4%
 Earnings Per Share         $.47    $.41  14.6%        $1.36   $1.22    11.5%


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

                                                September 30,    December 31,
                                                    1999            1998
Assets
Current Assets:
  Cash and cash equivalents                            $878           $3,003
  Temporary cash investments                            262              184
  Accounts receivable--net of allowance
   for uncollectibles of $293 and $251                4,794            4,629
  Material and supplies                                 468              431
  Other current assets                                  539              459
   
     Total Current Assets                             6,941            8,706

Investments and Advances                              4,863            2,861

Property, Plant and Equipment                        60,525           57,974
  Less: accumulated depreciation                     36,005           34,034
     Property, Plant and Equipment, net              24,520           23,940

Deferred Charges and Other Assets                    1,876             1,028
Intangible Assets, net                               3,719             2,875

Total Assets                                       $41,919           $39,410

Liabilties and Shareholders' Equity
Current Liabilities:
  Debt maturing within one year                     $7,308            $3,454
  Accounts payable                                   2,062             2,219
  Other current liabilities                          4,244             3,477

     Total Current Liabilities                      13,614             9,150

Long-Term Debt                                       8,786             8,715

Noncurrent Liabilities
  Deferred income taxes                              2,649             2,512
  Unamortized investment tax credits                   136               167
  Other noncurrent liabilities                       3,054             2,756

     Total Noncurrent Liabilities                    5,839             5,435

Shareholders' Equity:
  Common stock, $1 par value                         2,020             2,020
  Paid-in capital                                    6,766             6,766
  Retained earnings                                 10,982             9,479
  Accumulated other comprehensive income           (1,057)              (64)
  Shares held in trust and treasury                (4,721)           (1,752)
  Guarantee of ESOP debt                             (310)             (339)

     Total Shareholders' Equity                     13,680           16,110

Total Liabilities and Shareholders' Equity         $41,919          $39,410



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

Wireline Communications

                                Quarter Ended            Nine Months Ended
                      9/30/99  9/30/98  % Change   9/30/99   9/30/98  % Change

Operating Revenues
  Local service        $2,747  $2,542       8.1%   $8,113     $7,458      8.8%
  Network access        1,200   1,147       4.6%    3,578      3,458      3.5% 
  Long distance           158     180     (12.2%)     461        532    (13.3%) 
  Other wireline          376     326      15.3%    1,078        903     19.4%
    Total Operating
     Revenues           4,481   4,195       6.8%   13,230     12,351      7.1%
Operating Expenses                                 
  Operational and 
   support expenses     2,175   2,203      (1.3%)   6,438      6,295      2.3%
  Depreciation and
   amortization           868     847       2.5%    2,551      2,509      1.7%
    Total Operating
     Expenses           3,043   3,050      (0.2%)   8,989      8,804      2.1%
Operating Income        1,438   1,145      25.6%    4,241      3,547     19.6%
Interest Expense          142     132       7.6%      410        409      0.2%
Other Income, net          17      (2)       N/M       18          2       N/M
Income Before Income
 Taxes                  1,313   1,011       29.9%   3,849      3,140      22.6%
Provision for Income
 Taxes                    496     344       44.2%   1,450      1,146      26.5%
  Segment Net Income(1)  $817    $667       22.5%  $2,399     $1,994      20.3%

Selected Financial and Operating Data

                               Quarter Ended              Nine Months Ended  
                       9/30/99  9/30/98  % Change     9/30/99  9/30/98  % Change
(amounts in millions)                              
EBITDA                  $2,306  $1,992      15.8%      $6,792   $6,056    12.2%
EBITDA margin            51.5%   47.5%    +400bps       51.3%    49.0%  +230bps
Convenience feature
 revenues                $481    $428       12.4%      $1,381   $1,175    17.5%
Access minutes of use  27,858  26,438        5.4%      82,310   77,760     5.9%
Long distance messages    160     199      (19.6%)        505      601   (16.0%)
Capital expenditures   $1,213    $870       39.4%      $3,468   $2,593    33.7%

                                 As of
                       9/30/99  9/30/88   % Change

Debt ratio               49.2%     47.3%    +190bps
Equivalent
 access lines in
  service (thousands):
  Switched access
   lines                24,440    23,869       2.4%
  Access line
   equivalents          18,349    13,470      36.2%
Total equivalent
 access lines
  in service            42,789    37,339      14.6%
Telephone employees     64,987    60,087       8.2%
Telephone employees
 per 10,000 switched
  access lines            26.6      25.2       5.6%



BellSouth Corporation
Supplemental Operating Data (in thousands)

Wireline Conimunications - Network Access Lines In Service(a)

                                                            As of
                                                  9/30/99   9/30/98   % Change

Switched access lines
  Residence                                       16,889     16,329       3.4%
  Business                                         7,282      7,266       0.2%
  Other                                              269        274      (1.8%)

      Total switched access lines in service      24,440     23,869       2.4%

Access line equivalents (b)(c)
  Selected digital data services:
     Basic rate ISDN                                 214        167      28.1%
     Primary rate ISDN                               785        458      71.4%
     DSO                                             512        425      20.5%
     DS1                                           4,198      3,247      29.3%
     DS3 & higher                                  12,640     9,173      37.8%
    
       Total digital data lines in service         18,349    13,470      36.2%

Total equivalent access lines in service           42,789    37,339      14.6%

(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)

Domestic Wireless(2)

                             Quarter Ended              Nine Months Ended
                      9/30/99  9/30/98  % Change    9/30/99  9/30/98  % Change

Operating revenues      $820      $703     16.6%     $2,367   $2,023     17.0%
Segment net income(1)    $76       $79     (3.8%)      $214     $222     (3.6%)
Total assets          $6,130    $6,005      2.1%

Proportionate Basis(3) - Selected Financial and Operating Data

                                Quarter Ended             Nine Months Ended
                        9/30/99  9/30/98  % Change   9/30/99  9/30/98  % Change

(amounts in millions,
  except customer data
   in thousands)
Wireless revenues, net(4) $755    $692       9.1%     $2,217   $2,004     10.6%
Net income(5)              $76     $80      (5.0%)      $217     $229     (5.2%)
Operating cash flow(7)    $296    $298      (0.7%)      $861     $844      2.0%
Operating cash flow
 margin(8)                39.2%   43.1%    -390bps     38.8%    42.1%   -330bps
Customer net adds in
 period (excluding
 ownership changes)         82     171     (52.0%)       481      496     (3.0%)
Average monthly revenue
 per customer(9)           $51     $54      (5.6%)       $51      $54     (5.6%)

                                  As of     
                        9/30/99   9/30/98   % Change

Customers                 5,135     4,700       9.3%
POPs                     58,402    60,250      (3.1%)
Penetration rate(l0)        9.0%      9.6%     -60bps
Property, plant and
 equipment, gross        $4,745    $4,606        3.0%

Normalized Financial and Operating Data

During the fourth quarter of 1998, we reorganized our Los Angeles and
Houston/Galveston cellular partnerships with AT&T.  During the third quarter of
1999, we sold our Honolulu Cellular Operations.  In the following table, we have
restated the prior period financial and operating data to reflect these changes
and provide more meaningful comparative information for existing operations.

                             Quarter Ended                Nine Months Ended
                     9/30/99   9/30/98   % Change    9/30/99  9/30/98  % Change 

(amounts in millions,
 except customer 
 data in thousands)
Wireless revenues,
 net(4)                 $745     $653       14.1%     $2,179   $1,893     15.1%
Customers              5,135    4,423       16.1%
POPs                  58,402   57,091        2.3%
Penetration rate(10)    9.0%     9.7%      -70bps

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

International Operations(2)

                                Quarter Ended            Nine Months Ended
                        9/30/99   9/30/98  % Change  9/30/99  9/30/98  % Change

Operating revenues         $576      $514     12.1%   $1,702   $1,450     17.4%
Segment net income
 (loss)(1X6)                 $9        $5     80.0%      $39     ($22)      N/M
Total assets             $4,734    $4,483      5.6%


Proportionate Basis(3) - Selected Financial and Operating Data

                              Quarter Ended               Nine Months Ended
                       9/30/99   9/30/98   % Change   9/30/99  9/30/98  % Change

(amounts in millions,
  except customer data
   in thousands)
Wireless revenues,
 net(4)                  $749      $620       20.8%    $2,163   $1,519    42.4%
Net income (5)(6)         $24       $20       20.0%       $70      $31      N/M
Operating cash flow(7)   $205      $170       20.6%      $593     $396    49.7%
Operating cash
 flow margin(8)          27.4%     27.4%         -       27.4%    26.1%  +130bps
Customer net adds in
 period (excluding
  ownership changes)      684       403       69.7%      1,682      911   84.6%
Average monthly
 revenue per customer(9)  $46       $67      (31.3%)       $51      $66  (22.7%)


                                   As of
                       9/30/99   9/30/98   % Change

Wireless:
  Customers              5,163     3,014      71.3%
  POPs                 135,131   108,942      24.0%
Penetration rate(10)      4.8%      3.1%    +170bps
Property, plant and
 equipment, gross       $3,374     $2,819     19.7%

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             Nine Months Ended
                        9/30/99  9/30/98  % Change   9/30/99  9/30/98   % Change

(amounts in millions,
 except customer data
 in thousands)

 Wireless revenues,
  net(4)                  $749      $600     24.8%    $2,163   $1,457     48.5%
Customers                5,163     2,933     76.0%
POPs                   135,131   106,537     26.8% 
Penetration rate(10)      4.8%      3.0%  +180bps 

BellSouth Corporation
Supplemental Operating Data - International Customers and P0Ps by Country
(Proportionate Basis(3) in thousands)
                                      Customers                POPs
                                      As of                  As of
Country    Brand          9/30/99  9/30/98  % Change  9/30/99  9/30/98  % Change

Argentina  Movicom            702      519     35.3%    8,775    8,515      3.1%
           Interior             -        -        -    14,690        -       N/M
Brazil     BCP (Sao Paulo)    510      194    162.9%    8,049    7,374      9.2%
           BCP (Northeast)    146       21       N/M   12,451   11,305     10.1%
Chile      BellSouth         
           (Santiago)         306      164      86.6%   7,400    7,400        -
Chile      BellSouth 
            (Interior)          4        -        N/M   7,400        -       N/M
Ecuador     BellSouth         149       94      58.5%  10,996   10,906      0.8%
Nicaragua   BellSouth          28       12     133.3%   2,581    2,581        -
Panama      BSC de Panama      42       18     133.3%   1,135    1,135        -
Peru        Tele2000 (Lima)   214      125      71.2%   5,283    4,133     27.8%
            Tele2000
             (Interior)         -        -         -   12,830   10,037     27.8%
Uruguay     Movicom            48       21     128.6%     966      966        -
Venezuela   Telcel          1,513      755     100.4%  18,132   17,742      2.2%

  Subtotal Latin America    3,662     1,923     90.4% 110,688   82,094     34.8%

Denmark     Sonofon           389       308     26.3%   2,465    2,465        -
Germany     e-plus            661       356     85.7%  18,545   18,545        -
India       SkyCell             5         5        -    1,348    1,348        -
Israel      Cellcom           446       341     30.8%   2,085    2,085        - 
New Zealand BellSouth           -        81       N/M       -    2,405      N/M 

   Subtotal Europe and
    Asia/Pacific            1,501     1,091     37.6%  24,443   26,848    (9.0%)

Total International         5,163     3,014     71.3% 135,131  108,942    24.0%


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

Advertising and Publishing

                                Quarter Ended             Nine Months Ended
                         9/30/99  9/30/98  % Change   9/30/99  9/30/98  % Change

Operating revenues          $542     $481     12.7%    $1,298   $1,211      7.2%
Segment net income(l)       $160     $143     11.9%      $342     $331      3.3%
Total assets              $1,438   $1,117     28.7%

Selected Financial and Operating Data

                               Quarter Ended              Nine Months Ended
                        9/30/99  9/30/98  % Change   9/30/99  9/30/98  % Change

EBITDA                     $269     $239     12.6%      $584      $545      7.2%
EBITDA margin              49.6%    49.7%   -10bps      45.0%     45.0%       -

Other

                                Quarter Ended             Nine Months Ended
                         9/30/99  9/30/98  % Change   9/30/99  9/30/98  % Change

Operating revenues          $179      $90     98.9%      $464     $241   92.5%
Segment net loss(1)         ($39)    ($50)    22.0%     ($155)   ($121) (28.1%)
Total assets              $1,231   $1,132      8.7%


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 P0Ps 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 POPs 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' third quarter and year-to-date 1999 segment net
    income (loss) and proportionate basis net income (loss) excludes $75
    million and $355 million, respectively, in foreign exchange losses
    associated with the devaluation of the Brazilian Real.  Those results also
    exclude $95 million related to the recognition of foreign investment tax
    credits.

(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).