BELLSOUTH CORP
S-8, EX-10, 2000-12-21
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                          Exhibit 10aa-4
                                        Amendment to the
                            BellSouth Employee Stock Investment Plan

This  Amendment is made to the BellSouth  Employee  Stock  Investment  Plan (the
"Plan"),  which was adopted effective April 1, 1996. Pursuant to Section 7.04 of
the Plan, the BellSouth Savings Plan Committee hereby amends the Plan, effective
December 15, 2000, as follows:

Amend  Section 7.04 of the Plan by replacing  the  termination  date of the Plan
"December 31, 2000" with the following:

December 31, 2001




Approved this 15th day of December, 2000.

BellSouth Savings Plan Committee:

/s/ Richard D. Sibbernsen
Richard D. Sibbernsen
Vice President - Human Resources
Chairman


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