US Subsids Acquisition

British Telecommunications PLC
28 April 2000



            Yellow Book USA Enters Ohio and Kentucky
                                
    --Acquires R.H. Donnelley's One Book Yellow Pages Serving
             Greater Cincinnati, Northern Kentucky -

          --Company Continues Fast-Paced Growth Mode--

                                
Rockville Centre, New York,  April 27, 2000 - Yellow Book USA, the
oldest and largest competitive yellow pages publisher in the
United States and wholly-owned US subsidiary of British
Telecommunications plc, today announced that the company has
acquired R. H. Donnelley's One Book Yellow Pages in Cincinnati,
Ohio. Today's announcement advances the platform Yellow Book has
already established when it acquired R. H. Donnelley's
Proprietary East Operations in 1997.

With a circulation of over 700,000, the R. H. Donnelley One Book
Yellow Pages is distributed to homes and businesses in the
Greater Cincinnati area, including parts of northern Kentucky.
Yellow Book's plan is to improve on the product while building on
the long-term relationships established by R.H. Donnelley.

Yellow Book USA's President and CEO, Joe Walsh, stated, 'This is
an exciting market for us due to the huge growth opportunity.
Our tremendously successful experience following our acquisition
of R.H. Donnelley's Proprietary East business combined with other
acquisitions and major market launches including Manhattan
provide us with added momentum in Cincinnati.  Through product
innovation and expanded usage, we will publish the finest yellow
pages product Cincinnati has ever seen.'

Walsh added, 'This is a great opportunity for R.H. Donnelley
associates and we are proud to welcome them to Yellow Book.  As
with the employees we gained through our Proprietary East
acquisition from R.H. Donnelley, we know we're getting high
caliber employees and we will continue to rely on their expertise
to maintain continuity with advertisers.'

Approximately 50 Cincinnati area employees are a part of this
purchase, all of whom are being offered employment with Yellow
Book.

Yellow Book USA Executive Vice President of Sales, John Beaver,
said, 'We are excited about entering into this market with
specialized products to meet the needs of the Ohio/Kentucky
marketplace.  The One Book Yellow Pages is a strong product with
very high consumer references. Yellow Book's intent is to expand
on the product references and build on the great customer base
that is already in place.'  He added, 'When you combine the
relationships that
R. H. Donnelley's people have forged over the last 90 years with
Yellow Book's 70 years of experience, you've got a force to be
reckoned with.'

Yellow Book USA was established in 1930. In August 1999, Yellow
Book USA was acquired by British Telecommunications plc, forming
a nearly $1 Billion multi-continent yellow pages publishing
organization. In recent years, Yellow Book has made a number of
strategic acquisitions including Carolina Publishing; four
directories from SunShine Pages; Dellwood Publishing Company;
Sprint Publishing and Advertising's Midwest Operations; Dixie
Directory Company; Yellow Page One, Inc.; Directory Publishers,
Inc.; Southern Directory Company and R.H. Donnelley's Proprietary
East Operations.  Yellow Book has recently launched into several
new markets including Manhattan; Boston; Fairfield County, CT;
Ocean County, NJ; Montgomery, AL; Loudoun County, VA; Carroll
County, MD; Monmouth County, NJ and Knoxville, TN.

As a result of this growth, Yellow Book USA has become the fifth
largest publisher of yellow pages in the United States.  Yellow
Book has a circulation of more than 27 million with more than
2000 employees in 39 offices throughout 19 states. Approximately
one in three Americans east of the Mississippi use Yellow Book
directories.  Yellow Book USA publishes community directories,
wide-area directories, county directories, city directories, a
Business-to-Business directory, and college and university
directories.

Note: Consideration represents less than one per cent of BT's net
assets.