BELLSOUTH CORP
8-K, 1999-07-21
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                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D. C. 20549



                              FORM 8-K
                           CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934


               Date of Report (Date of earliest event reported):
                           July 21, 1999

                        BELLSOUTH CORPORATION
          (Exact name of registrant as specified in its charter)


         Georgia                 1-8607            58-1533433
       (State or other          (Commission      (IRS Employer
       jurisdiction of           File Number)     Identification
       incorporation)                                 No.)


Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia    30309-3610
       (Address of principal executive offices)               (Zip Code)


         Registrant's telephone number, including area code
                          (404) 249-2000


<PAGE>

Item 5.  Other Events

Second Quarter 1999 Earnings
- ---------------------------
On July 21, 1999,  BellSouth  announced  earnings for the second quarter of
1999. See Exhibit 99a for a complete copy of the related press release.


Earnings guidance
- ---------------------------------

     BellSouth  expects EPS growth in the 19%-21%  range in 1999,  including the
change in accounting for software,  estimated at $225 - $250 million.  This also
excludes the impact of the 1Q99  currency  devaluation  in Brazil.  Consolidated
total  operating  revenue  growth is targeted in the  high-single  to low-double
digit range,  while  consolidated  total operating  expenses are targeted in the
mid-to-high single digit range for 1999. These targets include the impact of the
change in  accounting  for  software - of which  BellSouth  has  recorded  $0.08
year-to-date,  putting us about two-thirds of the way towards our expectation of
a $0.12 to $0.13  boost in 1999.  For 2000,  BellSouth  expects  EPS growth from
operations - excluding the impact of the change in accounting  for software - in
the 13%-15% range.


- --------------------------------------------------------------------------
       Cautionary Language Concerning Forward-Looking Statements
- --------------------------------------------------------------------------

Statements  that  do  not  address  historical  performance  are  based  on  our
assumptions and estimates and are subject to risks and uncertainties.  For these
statements,  we claim the  protection  of the safe  harbor  for  forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995.

Factors that could affect future  operating  results and financial  position and
could cause  actual  results to differ  materially  from those  expressed in the
forward-looking statements are:

*    a change in economic conditions in domestic or international  markets where
     we operate or have material  investments  which would affect demand for our
     services;
*    the intensity of competitive  activity and its resulting  impact on pricing
     strategies and new product offerings;
*    further delay in our entry into the interLATA long distance market;
*    higher than anticipated  start-up costs or significant up-front investments
     associated with new business initiatives;
*    unanticipated   higher   capital   spending  from  the  deployment  of  new
     technologies;
*    unsatisfactory  results in  regulatory  actions  including  access  reform,
     universal service,  terms of interconnection and unbundled network elements
     and resale rates; and
*    failure to  satisfactorily  identify  and complete  Year 2000  software and
     hardware revisions by us and entities with which we do business.

These  cautionary  statements  should not be construed as exhaustive.  These and
other  developments  could cause our actual  results to differ  materially  from
those forecast or implied in the aforementioned  forward-looking statements. You
are cautioned not to place undue reliance on these  forward-looking  statements,
which are current only as of the date of this filing.  We have no  obligation to
publicly  release  the  results  of  any  revisions  to  these   forward-looking
statements to reflect events or circumstances after the date of this filing.
<PAGE>

                              SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of  1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




BELLSOUTH CORPORATION


By:  /s/ W. Patrick Shannon
      W. Patrick Shannon
      Vice President and Controller
      July 21, 1999


FOR IMMEDIATE RELEASE
July 21, 1999

FOR MORE INFORMATION
Tim Klein (404-249-4135)
Jeff Battcher (404-713-0274)


                BellSouth EPS Grows More Than 24% in 2nd Quarter
      Customer gains fuel growth in data/Internet, wireless, international;
              Convenience features rack up $466 million in revenue

     ATLANTA  -  BellSouth  Corporation  (NYSE:  BLS)  reported  second  quarter
earnings  per share (EPS) of 51 cents,  a 24.4 percent  increase  compared to 41
cents in the second quarter of 1998.  EPS in the most recent quarter  included a
5-cent  benefit from a change in  accounting  for  internal-use  software.  With
customer  gains  fueling  higher  volumes  in its  three  major  growth  areas -
data/Internet,  domestic  wireless and  international  wireless --  consolidated
revenues grew 8.5 percent to $6.1 billion.

     "We continue to move swiftly and execute decisively in the  fastest-growing
areas of the exploding telecommunications marketplace - data, Internet, wireless
and international," said Duane Ackerman,  BellSouth chairman and chief executive
officer.  "BellSouth's  earnings are growing  because we're  marketing the total
communications solutions our customers need."

     BellSouth's digital and data services revenues increased to $615 million in
the second  quarter of 1999.  This is a 32.3 percent  increase  compared to $465
million in the same  three  months a year  earlier.  Growth was driven by access
line  equivalents,   which  include  traditional   switched  lines  as  well  as
high-capacity  circuits  for  super-fast  digital  and  data  services  such  as
PathLink(r),  BellSouth's  primary  rate ISDN product. BellSouth.net(r) Internet
service  surpassed  565,000  customers -- an annual  growth rate of 125 percent.
BellSouth  Interactive  PagingSM  service also contributed to the growth in data
revenues.

     Domestic  wireless  revenues  of  $796  million  grew  18.5  percent  on  a
consolidated  basis,  compared  to $672  million  in the  second  quarter of the
previous  year.  Boosted by the  popularity of  BellSouth's  attractive  pricing
plans,  the number of U.S.  wireless  customers grew 17.8 percent,  reaching 5.2
million on a  proportionate  basis at June 30,  1999.  Customers  using  digital
technology  now account for more than half the minutes on  BellSouth's  wireless
network.

     BellSouth's   rapidly   growing    international    operations    generated
proportionate  revenues of $709 million in the second quarter,  compared to $451
million in the same three months of 1998. This 57 percent increase was driven by
continued  high growth in Latin  America.  BellSouth's  operations  in Argentina
passed the  million-customer  milestone during the second quarter. In Venezuela,
customer growth in the past year has exceeded 127 percent,  including the effect
of  BellSouth's  increased  ownership  percentage.   BellSouth's   international
wireless customer base, on a proportionate basis, grew by a total of 2.2 million
compared to the year earlier, or 93 percent, and now stands at 4.5 million.

     Sales of BellSouth's  popular Complete Choice(r) Plans, which package basic
local  residential  service with the  customer's own unlimited menu selection of
more than 20  convenience  features,  passed the four  million  milestone in the
second quarter. In addition, continued growth in sales of individual convenience
features such as Call Return,  Three-way Calling and MemoryCall(r) service voice
messaging again boosted BellSouth's  performance.  Revenues from all convenience
features  were $466 million in the second  quarter of 1999, up 19.5 percent from
the same three  months of 1998.  Four out of 10  residential  customers  now use
Caller ID or Caller ID Deluxe, which together are growing 23 percent per year in
the consumer marketplace.

     Total operating expenses of $4.5 billion,  a 6.4-percent  increase compared
to the second quarter of 1998, reflected the growth in volumes and customers, as
well as BellSouth's  previously  announced plans to accelerate  spending on data
initiatives  and  marketing.  Including  $95  million  related  to the change in
software accounting,  net income in the second quarter of 1999 was $980 million,
compared to $818 million in the second quarter of 1998.

     BellSouth is a $24 billion  communications  services  company.  It provides
telecommunications,  wireless communications,  cable and digital TV, advertising
and publishing, and Internet and data services to more than 35 million customers
in 19 countries worldwide.

NOTE: For more information about BellSouth Corporation,  visit the BellSouth Web
page at http://www.bellsouth.com/
<PAGE>

BellSouth Corporation
Consolidated Statements of Income (unaudited)
(amounts in millions, except per share data)
                                         Quarter Ended
                                       6/30/99   6/30/98  % Change

Operating Revenues
 Wireline communications
  Local service                      $2,712    $2,502      8.4%
  Network access                      1,187     1,160      2.3%
  Long distance                         153       177    (13.6%)
  Other wireline                        255       249      2.4%
     Total wireline
      communications                  4,307     4,088      5.4%
 Domestic wireless                      796       672     18.5%
 International operations               565       484     16.7%
 Advertising and publishing             407       394      3.3%
 Other                                   73        26       N/M
   Total Operating Revenues           6,148     5,664      8.5%

Operating Expenses
 Operational and support expenses     3,359     3,156      6.4%
 Depreciation and amortization        1,143     1,074      6.4%
  Total Operating Expenses            4,502     4,230      6.4%
Operating Income                      1,646     1,434     14.8%
Interest Expense                        245       203     20.7%
Other Income (Expense), net             172       118       N/M
Income Before Income Taxes            1,573     1,349     16.6%
Provision for Income Taxes              593       531     11.7%
       Net Income                      $980      $818     19.8%

Weighted Average Common Shares Outstanding:
   Basic                              1,891     1,978     (4.4%)
   Diluted                            1,909     1,990     (4.1%)
Earnings Per Share:
   Basic                              $0.52     $0.41     26.8%
   Diluted                            $0.51     $0.41     24.4%


                                            Six Months Ended
                                       6/30/99   6/30/98  % Change

Operating Revenues
 Wireline communications
  Local service                      $5,366    $4,916      9.2%
  Network access                      2,378     2,311      2.9%
  Long distance                         303       352    (13.9%)
  Other wireline                        535       485     10.3%
     Total wireline
      communications                  8,582     8,064      6.4%
 Domestic wireless                    1,540     1,316     17.0%
 International operations             1,126       936     20.3%
 Advertising and publishing             750       730      2.7%
 Other                                  123        44       N/M
   Total Operating Revenues          12,121    11,090      9.3%

Operating Expenses
 Operational and support expenses     6,612     6,085      8.7%
 Depreciation and amortization        2,256     2,117      6.6%
  Total Operating Expenses            8,868     8,202      8.1%
Operating Income                      3,253     2,888     12.6%
Interest Expense                        471       393     19.8%
Other Income (Expense), net             (35)      301       N/M
Income Before Income Taxes            2,747     2,796     (1.8%)
Provision for Income Taxes            1,152     1,086      6.1%
       Net Income                    $1,595    $1,710     (6.7%)

Weighted Average Common Shares
 Outstanding:
   Basic                              1,912     1,980     (3.4%)
   Diluted                            1,930     1,992     (3.1%)
Earnings Per Share:
   Basic                              $0.83     $0.86     (3.5%)
   Diluted                            $0.83     $0.86     (3.5%)


Selected Financial and Operating Data

                                 Quarter Ended
                              6/30/99   6/30/98  % Change

EBITDA                         $2,789    $2,508     11.2%
EBITDA margin                   45.4%     44.3%   +110bps
Return on average equity
 (annualized)                   27.9%     20.2%   +770bps
Return on average total
 capital (annualized)           16.6%     14.0%   +260bps
Dividends per share             $0.19     $0.18      5.6%
Capital expenditures           $1,498    $1,254     19.5%


                              Six Months Ended
                              6/30/99   6/30/98  % Change

EBITDA                         $5,509    $5,005     10.1%
EBITDA margin                   45.5%     45.1%    +40bps
Return on average equity
  (annualized)                  21.8%     21.6%    +20bps
Return on average total
  capital (annualized)          13.9%     14.7%    -80bps
Dividends per share             $0.38     $0.36      5.6%
Capital expenditures           $2,885    $2,480     16.3%

                                      As of
                               6/30/99   6/30/98  % Change

Common shares outstanding        1,885     1,971     (4.4%)
Book value per share             $7.40     $8.04     (8.0%)
Debt ratio                       53.5%     42.2%  +1130bps
Total employees                 94,998    86,188     10.2%


<PAGE>



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

                                           Quarter Ended
                                         6/30/99   6/30/98  % Change


Reported Net Income                         $980      $818     19.8%
   Foreign currency loss(a)                    -         -         -
   Gain on sale of ITT World
    Directories(b)                             -         -         -
Normalized Net Income                       $980      $818     19.8%



Reported Diluted Earnings Per Share        $0.51     $0.41     24.4%
   Foreign currency loss(a)                    -         -         -
   Gain on sale of ITT World
    Directories(b)                             -         -         -
Normalized Diluted Earnings Per Share(c)   $0.51     $0.41     24.4%


Normalized return on average equity
 (annualized)                              27.9%     20.2%   +770bps
Normalized return on average total
 capital (annualized)                      16.6%     14.0%   +260bps


                                             Six Months Ended
                                         6/30/99   6/30/98  % Change


Reported Net Income                       $1,595    $1,710     (6.7%)
   Foreign currency loss(a)                  280         -       N/M
   Gain on sale of ITT World
    Directories(b)                             -       (96)      N/M
Normalized Net Income                     $1,875    $1,614     16.2%



Reported Diluted Earnings Per Share        $0.83     $0.86     (3.5%)
   Foreign currency loss(a)                 0.15         -       N/M
   Gain on sale of ITT World
    Directories(b)                             -     (0.05)      N/M
Normalized Diluted Earnings Per Share(c)   $0.97     $0.81     19.8%


Normalized return on average equity
 (annualized)                              25.6%     20.4%   +520bps
Normalized return on average total
 capital (annualized)                      15.9%     14.0%   +190bps




(a)Represents our share of foreign currency losses recorded during
first quarter 1999 as a result of the devaluation of the Brazilian
Real during January 1999.

(b)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.

(c)1999 year-to-date normalized diluted earnings per share do not sum
due to rounding.


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
                                       6/30/99    6/30/98   % Change

Operational and support expenses          $3,527    $3,156     11.8%
Depreciation and amortization             $1,127    $1,074      4.9%

Adjusted:
  Net Income                                $885      $818      8.2%
  Earnings Per Share                        $.46      $.41     12.2%

                                             Six Months Ended
                                       6/30/99    6/30/98   % Change

Operational and support expenses          $6,894    $6,085     13.3%
Depreciation and amortization             $2,234    $2,117      5.5%

Adjusted:
  Net Income                              $1,715    $1,614      6.3%
  Earnings Per Share                        $.89      $.81      9.9%



<PAGE>



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


                                               June 30,  December 31,
                                                 1999          1998
Assets
Current Assets:
    Cash and cash equivalents                     $573        $3,003
    Temporary cash investments                     345           184
    Accounts receivable-net of
     allowance for uncollectibles
     of $284 and $251                            4,583         4,629
    Material and supplies                          476           431
    Other current assets                           497           459
      Total Current Assets                       6,474         8,706

Investments and Advances                         6,267         2,861

Property, Plant and Equipment                   59,925        57,974
    Less: accumulated depreciation              35,609        34,034
      Property, Plant and Equipment, net        24,316        23,940

Deferred Charges and Other Assets                1,176         1,028
Intangible Assets, net                           3,283         2,875
Total Assets                                   $41,516       $39,410


Liabilties and Shareholders' Equity
Current Liabilities:
    Debt maturing within one year               $7,693        $3,454
    Accounts payable                             2,030         2,219
    Other current liabilities                    3,916         3,477
      Total Current Liabilities                 13,639         9,150

Long-Term Debt                                   8,391         8,715

Noncurrent Liabilities
    Deferred income taxes                        2,662         2,512
    Unamortized investment tax credits             147           167
    Other noncurrent liabilities                 2,723         2,756
      Total Noncurrent Liabilities               5,532         5,435

Shareholders' Equity:
    Common stock, $1 par value                   2,020         2,020
    Paid-in capital                              6,766         6,766
    Retained earnings                           10,339         9,479
    Accumulated other comprehensive income        (178)          (64)
    Shares held in trust and treasury           (4,687)       (1,752)
    Guarantee of ESOP debt                        (306)         (339)
      Total Shareholders' Equity                13,954        16,110
Total Liabilities and Shareholders' Equity     $41,516       $39,410


<PAGE>


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

Wireline Communications

                                         Quarter Ended
                                      6/30/99     6/30/98   % Change

Operating Revenues
   Local service                       $2,712      $2,502       8.4%
   Network access                       1,187       1,160       2.3%
   Long distance                          153         177     (13.6%)
   Other wireline                         374         297      25.9%
     Total Operating Revenues           4,426       4,136       7.0%
Operating Expenses
   Operational and support expenses     2,186       2,121       3.1%
   Depreciation and amortization          850         836       1.7%
     Total Operating Expenses           3,036       2,957       2.7%
Operating Income                        1,390       1,179      17.9%
Interest Expense                          133         144      (7.6%)
Other Income, net                           -           2        N/M
Income Before Income Taxes              1,257       1,037      21.2%
Provision for Income Taxes                476         393      21.1%
       Segment Net Income(1)             $781        $644      21.3%


                                            Six Months Ended
                                        6/30/99   6/30/98   % Change

Operating Revenues
   Local service                         $5,366    $4,916       9.2%
   Network access                         2,378     2,311       2.9%
   Long distance                            303       352     (13.9%)
   Other wireline                           702       577      21.7%
     Total Operating Revenues             8,749     8,156       7.3%
Operating Expenses
   Operational and support expenses       4,263     4,092       4.2%
   Depreciation and amortization          1,683     1,662       1.3%
     Total Operating Expenses             5,946     5,754       3.3%
Operating Income                          2,803     2,402      16.7%
Interest Expense                            268       277      (3.2%)
Other Income, net                             1         4        N/M
Income Before Income Taxes                2,536     2,129      19.1%
Provision for Income Taxes                  954       802      19.0%
       Segment Net Income(1)             $1,582    $1,327      19.2%


Selected Financial and Operating Data

                                         Quarter Ended
                                      6/30/99   6/30/98   % Change
(amounts in millions)
EBITDA                                 $2,240    $2,015      11.2%
EBITDA margin                           50.6%     48.7%    +190bps
Convenience feature revenues             $466      $390      19.5%
Access minutes of use                  27,627    26,240       5.3%
Long distance messages                    168       201     (16.4%)
Capital expenditures                   $1,166      $880      32.5%

                                            Six Months Ended
                                      6/30/99   6/30/98   % Change
(amounts in millions)
EBITDA                                 $4,486    $4,064      10.4%
EBITDA margin                           51.3%     49.8%    +150bps
Convenience feature revenues             $900      $747      20.5%
Access minutes of use                  54,452    51,322       6.1%
Long distance messages                    345       402     (14.2%)
Capital expenditures                   $2,255    $1,723      30.9%


                                             As of
                                      6/30/99     6/30/98 % Change

Debt ratio                              48.5%       48.6%     -10bps
Equivalent access lines in
 service (thousands):
   Switched access lines               24,370      23,660       3.0%
   Access line equivalents             16,925      12,346      37.1%
Total equivalent access
 lines in service                      41,295      36,006      14.7%
Telephone employees                    64,727      59,700       8.4%
Telephone employees per
 10,000 switched access lines            26.6        25.2       5.6%


<PAGE>



BellSouth Corporation
Supplemental Operating Data  (in thousands)

Wireline Communications - Network Access Lines In Service(a)

                                             As of
                                      6/30/99    6/30/98 % Change


Switched access lines
   Residence                           16,782     16,182       3.7%
   Business                             7,316      7,204       1.6%
   Other                                  272        274      (0.7%)
       Total switched access
        lines in service               24,370     23,660       3.0%
Access line equivalents(b)(c)
   Selected digital data
    services:
     Basic rate ISDN                      202        157      28.7%
     Primary rate ISDN                    714        401      78.1%
     DS0                                  489        421      16.2%
     DS1                                3,901      3,030      28.7%
     DS3 & higher                      11,619      8,337      39.4%
       Total digital data lines
        in service                     16,925     12,346      37.1%

Total equivalent access lines
  in service                           41,295     36,006      14.7%




(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
     DS0s, Primary rate ISDN=24 DS0s, DS1=24 DS0s, DS3=672 DS0s,
     OC3=2,016 DS0s, OC12=8,064 DS0s, OC24=16,128 DS0s and OC48=32,256
     DS0s. 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 DS0 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.


<PAGE>



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

Domestic Wireless(2)

                                         Quarter Ended
                                    6/30/99   6/30/98   % Change

Operating revenues                     $799      $674      18.5%

Segment net income(1)                   $78       $74       5.4%

Total assets                         $6,452    $5,879       9.7%


                                              Six Months Ended
                                     6/30/99    6/30/98  % Change

Operating revenues                    $1,547     $1,320     17.2%

Segment net income(1)                   $138       $143     (3.5%)


Proportionate Basis(3) - Selected Financial and Operating Data

                                     Quarter Ended
                                    6/30/99   6/30/98   % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)              $761      $662      15.0%
Net income(5)                           $78       $79      (1.3%)
Operating cash flow(7)                 $296      $279       6.1%
Operating cash flow margin(8)         38.9%     42.1%    -320bps
Customer net adds in period
 (excluding ownership changes)          186       195      (4.6%)
Average monthly revenue per
 customer(9)                            $51       $51         -


                                         Six Months Ended
                                    6/30/99    6/30/98  % Change
(amounts in millions, except
  customer data in thousands)
Wireless revenues, net(4)            $1,462     $1,312     11.4%
Net income(5)                          $141       $149     (5.4%)
Operating cash flow(7)                 $565       $546      3.5%
Operating cash flow margin(8)         38.6%      41.6%   -300bps
Customer net adds in period
 (excluding ownership changes)          399        325     22.8%
Average monthly revenue per
 customer(9)                            $50        $52     (3.8%)

                                          As of
                                    6/30/99   6/30/98   % Change

Customers                             5,155     4,529      13.8%
POPs                                 57,256    60,311      (5.1%)
Penetration rate(10)                   9.3%      9.3%         -
Property, plant and
 equipment, gross                    $4,789    $4,505       6.3%





Normalized Financial and Operating Data


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

                                        Quarter Ended
                                     6/30/99   6/30/98   % Change
(amounts in millions, except
 customer data in thousands)
Wireless revenues, net(4)               $761      $638      19.3%
Customers                              5,155     4,376      17.8%
POPs                                  57,256    58,033      (1.3%)
Penetration rate(10)                    9.3%      9.4%     -10bps


                                             Six Months Ended
                                      6/30/99    6/30/98  % Change
(amounts in millions)
Wireless revenues, net(4)              $1,462     $1,262     15.8%


<PAGE>



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

International Operations(2)

                                         Quarter Ended
                                       6/30/99    6/30/98   % Change

Operating revenues                        $565       $484      16.7%

Segment net income (loss)(1)(6)            $50       ($22)       N/M

Total assets                            $4,389     $4,715      (6.9%)

                                            Six Months Ended
                                       6/30/99    6/30/98  % Change

Operating revenues                      $1,126       $936     20.3%

Segment net income (loss)(1)(6)            $30       ($27)      N/M


Proportionate Basis(3) - Selected Financial and Operating Data

                                        Quarter Ended
                                      6/30/99    6/30/98   % Change
(amounts in millions, except
 customer data in thousands)
Wireless revenues, net(4)                $709       $472      50.2%
Net income (loss) (5)(6)                  $54        ($6)       N/M
Operating cash flow(7)                   $215       $123      74.8%
Operating cash flow margin(8)           30.3%      26.1%    +420bps
Customer net adds in period
 (excluding ownership changes)            424        291      45.7%
Average monthly revenue per
 customer(9)                              $51        $64     (20.3%)

                                           Six Months Ended
                                      6/30/99    6/30/98  % Change
(amounts in millions, except
 customer data in thousands)
Wireless revenues, net(4)              $1,414       $899     57.3%
Net income (loss) (5)(6)                  $46        $11       N/M
Operating cash flow(7)                   $388       $226     71.7%
Operating cash flow margin(8)           27.4%      25.1%   +230bps
Customer net adds in period
 (excluding ownership changes)            998        508     96.5%
Average monthly revenue per
 customer(9)                              $53        $65    (18.5%)


                                             As of
                                      6/30/99    6/30/98   % Change
Wireless:
   Customers                            4,475      2,390      87.2%
   POPs                               127,407    100,766      26.4%
Penetration rate(10)                     4.5%       3.0%    +150bps
Property, plant and equipment,
 gross                                 $3,260     $2,335      39.6%



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
                                     6/30/99    6/30/98   % Change
(amounts in millions, except
 customer data in thousands)
Wireless revenues, net(4)               $709       $451      57.2%
Customers                              4,475      2,317      93.1%
POPs                                 127,407     98,361      29.5%
Penetration rate(10)                    4.5%       3.0%    +150bps

                                          Six Months Ended
                                     6/30/99    6/30/98  % Change
(amounts in millions)
Wireless revenues, net(4)             $1,414       $857     65.0%


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BellSouth Corporation
Supplemental Operating Data - International Customers
and POPs by Country
(Proportionate Basis(3) in thousands)
                                           Customers
                                             As of
   Country          Brand             6/30/99     6/30/98   % Change



Argentina          Movicom                652        461      41.4%
                   Interior                 -          -          -
Brazil         BCP (Sao Paulo)            437         59        N/M
               BCP (Northeast)            103          -        N/M
Chile        BellSouth (Santiago)         262        151      73.5%
Ecuador           BellSouth               132         53     149.1%
Nicaragua         BellSouth                23         10     130.0%
Panama          BSC de Panama              34         13     161.5%
Peru           Tele2000 (Lima)            192        103      86.4%
             Tele2000 (Interior)            -          -          -
Uruguay            Movicom                 42         20     110.0%
Venezuela           Telcel              1,221        537     127.4%

     Subtotal Latin America             3,098      1,407     120.2%

Denmark            Sonofon                393        273      44.0%
Germany             e-plus                568        308      84.4%
India              SkyCell                  4          5     (20.0%)
Israel             Cellcom                412        324      27.2%
New Zealand       BellSouth                 -         73        N/M

     Subtotal Europe
      and Asia/Pacific                  1,377        983      40.1%

Total International                     4,475      2,390      87.2%

                                               POPs
                                              As of
   Country          Brand              6/30/99     6/30/98   % Change



Argentina          Movicom               8,775      8,515       3.1%
                   Interior             14,690          -        N/M
Brazil         BCP (Sao Paulo)           8,049      7,374       9.2%
               BCP (Northeast)          12,452     11,305      10.1%
Chile        BellSouth (Santiago)        7,400      7,400          -
Ecuador           BellSouth             10,996      7,462      47.4%
Nicaragua         BellSouth              2,581      2,581          -
Panama          BSC de Panama            1,135      1,135          -
Peru           Tele2000 (Lima)           5,188      4,133      25.5%
             Tele2000 (Interior)        12,600     10,037      25.5%
Uruguay            Movicom                 966        966          -
Venezuela           Telcel              18,132     13,010      39.4%

     Subtotal Latin America            102,964     73,918      39.3%

Denmark            Sonofon               2,465      2,465          -
Germany             e-plus              18,545     18,545          -
India              SkyCell               1,348      1,348          -
Israel             Cellcom               2,085      2,085          -
New Zealand       BellSouth                  -      2,405        N/M

     Subtotal Europe
      and Asia/Pacific                  24,443     26,848      (9.0%)

Total International                    127,407    100,766      26.4%



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

Advertising and Publishing

                                     Quarter Ended
                                    6/30/99   6/30/98   % Change

Operating revenues                     $410      $392       4.6%
Segment net income(1)                   $98      $102      (3.9%)
Total assets                         $1,310    $1,117      17.3%

                                       Six Months Ended
                                   6/30/99   6/30/98   % Change

Operating revenues                    $756      $730       3.6%
Segment net income(1)                 $182      $188      (3.2%)


Selected Financial and Operating Data

                                    Quarter Ended
                                   6/30/99   6/30/98   % Change

EBITDA                                $169      $163       3.7%
EBITDA margin                        41.2%     41.6%     -40bps

                                       Six Months Ended
                                   6/30/99   6/30/98   % Change

EBITDA                                $315      $306       2.9%
EBITDA margin                        41.7%     41.9%     -20bps





Other

                                Quarter Ended
                              6/30/99 6/30/98 % Change

External revenues               $73     $26     180.8%
Intersegment revenues           $92     $53      73.6%
 Total operating revenues      $165     $79     108.9%
Segment net loss(1)            ($59)   ($31)    (90.3%)
Total assets                 $1,333  $1,301      (2.5%)

                              Six Months Ended
                               6/30/99 6/30/98  % Change

External revenues              $123     $44     179.5%
Intersegment revenues          $162    $107      51.4%
 Total operating revenues      $285    $151      88.7%
Segment net loss(1)           ($116)   ($71)    (63.4%)



<PAGE>



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 POPs 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' year-to-date 1999 segment net income
     (loss) and proportionate basis net income (loss) exclude $280
     million in foreign exchange losses associated with the
     devaluation of the Brazilian Real.

(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).






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