Registration Statement etc

Bellsouth Corp
4 April 2000
                                      Contact Information:  Pattie Kushner
                                                     Phone: [phone]
                                                     Pager: [phone]
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       BELLSOUTH FILES WITH SEC FOR LATIN AMERICA GROUP TRACKING STOCK
     Special Shareholders' Meeting and Initial Public Offering Anticipated
                              for Late-Summer


ATLANTA - March 29,2000 - BellSouth Corporation (NYSE: BLS) announced today that
it has filed with the Securities and Exchange Commission (SEC) a registration
statement relating to its plans to create and issue a series of Common Stock to
track the performance of its Latin American businesses.

The registration statement relates to an initial public offering of shares of
the tracking stock.  Morgan Stanley Dean Witter and Goldman Sachs & Co. have
been named as lead underwriters in connection with the offering of the Latin
American tracking stock.  Evercore Partners Inc. is acting as financial advisor
to BellSouth.

BellSouth also is filing a preliminary proxy statement today.  The proxy
statement relates to the special shareholders' meeting, which is expected to
occur this summer.  The proxy statement contains details about the terms of the
tracking stock, BellSouth's Latin American businesses and the expected benefits
of the tracking stock structure.  Shareholders will be asked to approve a
charter amendment creating a new capital structure to enable the issuance of the
tracking stock.

About BellSouth's Latin America Group

With operations in ten Latin American countries - Argentina, Brazil, Chile,
Ecuador, Guatemala, Nicaragua, Panama, Peru, Uruguay and Venezuela - covering a
population of 176 million, BellSouth and its partners serve more than 6.2
million customers (or 4.2 million proportionate customers).  In addition to
cellular and PCS, these operations offer an array of communications services to
business and residential customers, including domestic and international long
distance calling, Internet and data services, directory operations and fixed
wireless services.

About BellSouth Corporation

BellSouth (NYSE:BLS) is a $25 billion communications services company.  It
provides wireline and wireless telecommunications, Internet and data services,
advertising and publishing products, and video and entertainment services to
nearly 37 million customers in 19 countries worldwide.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective.  These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective.  This press release shall not
constitute an offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.

Shareholders should carefully review the definitive proxy statement when it is
available because it will contain important information.  Shareholders can view
the proxy statement for free at the SEC's Internet Web site at www.sec.gov.
Shareholders will receive the definitive proxy statement for free in connection
with the solicitation of proxies for the special meeting.


NOTES:

Shareholders also can review BellSouth's Preliminary Proxy Statement that has
been filed with the SEC by visiting BellSouth's Investor Relations web site at
www.bellsouth.com/investor.

Shareholders may direct questions to BellSouth Shareholder Services at
1-800-969-2372