BELLSOUTH TELECOMMUNICATIONS INC, S-3, 1999-05-05

BELLSOUTH TELECOMMUNICATIONS INC
S-3, 1999-05-05
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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As filed with the Securities and Exchange Commission on May 5, 1999
Effective as of , 1999
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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BellSouth Telecommunications, Inc.

A Georgia I.R.S. Employer
Corporation No. 58-0436120
675 West Peachtree Street, N.E., Room 20M77,
Atlanta, Georgia 30375
Telephone Number (404) 927-1909

Agent for Service
Ray E. Winborne
BellSouth Corporation
1155 Peachtree Street, N.E.
Room 15G03
Atlanta, Georgia 30309-3610
---------------
Please send copies of all communications to:
Eric B. Rudolph Charles S. Whitman III
675 West Peachtree Street, N.E. Davis Polk & Wardwell
Suite 4300 450 Lexington Avenue
Atlanta, Georgia 30375 New York, New York 10017

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Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] 333-[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] 333-[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed maximum
Amount Proposed maximum aggregate Amount of
Title of each class of to be offering price offering price registration
securities to be registered registered (1) per unit (2) (1)(2) fee
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<S> <C> <C> <C> <C>
Debt Securities........ $1,300,000,000 100% $1,300,000,000 $361,400
</TABLE>
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(1) If any Debt Securities are issued at an original issue discount, the
amount to be registered shall be deemed to be such higher principal amount
as may be sold for an initial public offering price of up to $1,300,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a), and exclusive of accrued interest, if any.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to $200,000,000 of debt
securities registered and remaining unissued under Registration Statement No.
333-00649 previously filed by Registrant, in respect of which $68,966 has been
paid to the Commission as filing fee.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these debt securities until the registration statement filed with +
+the SEC is effective. This prospectus is not an offer to sell these +
+debt securities and it is not soliciting an offer to buy these debt +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS--SUBJECT TO COMPLETION

PROSPECTUS

BellSouth Telecommunications, Inc.

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$1,500,000,000
DEBT SECURITIES

We will provide specific terms of these debt securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is accurate or complete. Any representation to the contrary is
a criminal offense.

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The date of this prospectus is , 1999.
<PAGE>

ABOUT THIS PROSPECTUS

You may rely only on the information contained in this prospectus but should
not assume the information is accurate after the date of this prospectus, even
if it is delivered subsequently for any purpose. Neither we nor any underwriter
has authorized anyone else to provide you with information different from that
contained in this prospectus. This prospectus is not an offer to sell and it is
not soliciting an offer to buy these debt securities in any state where the
offer or sale is not permitted.

This prospectus is part of a registration statement that we filed with the SEC
utilizing a "shelf" registration process. Under this shelf process, we may,
from time to time, sell the debt securities described in this prospectus in one
or more offerings up to a total dollar amount of $1,500,000,000.

This prospectus provides you with a general description of the securities we
may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. A prospectus supplement may also add, update or change information
contained in this prospectus.

TABLE OF CONTENTS

<TABLE>
<S> <C>
About This Prospectus.................................................. 2
Where You Can Find More Information.................................... 2
Information About BellSouth Telecommunications......................... 3
Use of Proceeds........................................................ 3
Description of Debt Securities......................................... 3
Plan of Distribution................................................... 7
Legal Opinions......................................................... 7
Independent Accountants................................................ 7
</TABLE>

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act
of 1934 and file reports and other information with the SEC. You may read and
copy these reports at the public reference facilities of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the public reference room by calling the SEC at (800) 732-0330. In
addition, the SEC maintains an Internet site that contains reports and other
information regarding us (http://www.sec.gov).

You should note that we are not required to deliver annual reports to the
holders of our debt secuirities. We will, however, furnish to each indenture
trustee copies of our annual, quarterly and periodic reports to the SEC on
Forms 10-K, 10-Q and 8-K (containing financial information audited by
independent accountants in the case of our annual report on Form 10-K).

We have registered these securities with the SEC (Nos. 333-00649 and 333-
) under the Securities Act of 1933. This prospectus does not contain all
of the information set forth in the Registration Statements. You may obtain
copies of the registration statement, including exhibits, as discussed in the
first paragraph.

The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
later information that we file with the SEC will automatically update and
supersede this information. We incorporate by reference our Annual Report on
Form 10-K for the year ended December 31, 1998 and any future filings made with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until our offering is completed.

2
<PAGE>

You may obtain copies of the above information (including exhibits) upon
written or oral request, without charge, from the office of our Vice President
and Comptroller, Room 20M77, 675 West Peachtree Street, N.E., Atlanta, Georgia
30375 (telephone number (404) 927-1909).

INFORMATION ABOUT BELLSOUTH TELECOMMUNICATIONS

We are a telecommunications company providing predominantly tariffed wireline
services to substantial portions of the population within Alabama, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and
Tennessee. We are a wholly-owned subsidiary of BellSouth Corporation.

Our principal offices are located at:

BellSouth Telecommunications, Inc.
675 West Peachtree Street, N.E.
Atlanta, Georgia 30375
(404) 927-1909

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities for
refinancing debt and for general corporate purposes. We intend to offer the
securities periodically when prevailing interest rates and other market
conditions are advantageous.

DESCRIPTION OF DEBT SECURITIES

We will issue the securities in series under one or more indentures. A trustee
will be appointed by us under each indenture to provide administrative and
fiduciary duties on behalf of the holders of the securities. We expect that the
basic indenture terms and provisions will be substantially identical and that
terms and provisions specific to each particular series of securities will be
contained in an indenture supplement or similar instrument.

The following sections summarize the most important terms of the indentures and
provisions of any series of securities. The related prospectus supplement will
describe the terms and provisions of that series of securities and the name of
the applicable trustee. Copies of the indentures are exhibits to the
registration statement of which this prospectus is a part. Section references
below refer to the section in the applicable indenture.

General

The securities will be unsecured general obligations and will rank equally with
our other outstanding debt. The indentures will not limit the amount of
securities that we may issue or the amount of debt that we may incur, although
individual series may be limited.

Payment, Transfer and Exchange of Debt Securities

Principal and premium will be payable at our office or an agency designated by
us from time to time. Securities may be presented for transfer or exchange at
that office or agency. We will not require holders to pay any service charge
for any transfer or exchange.

3
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Limitations on Liens

We have agreed that if we mortgage any of our property, we will similarly
secure all similarly entitled outstanding securities. Currently, each
outstanding issue of long and intermediate term debt is entitled to the benefit
of a similar agreement. This agreement will not apply to liens on new assets
purchased by us with borrowed funds ("purchase-money liens"), to deposits to
secure public or statutory obligations or to deposits with any governmental
body for specific purposes. In addition, this agreement will not apply to our
subsidiaries or affiliates, even if they mortgage property previously acquired
from us. (Section 4.03) The indentures will not restrict our ability to convey
our property to subsidiaries, affiliates or third parties.

Consolidation, Merger or Sale

The indentures will not prohibit us from:

.consolidating or merging with any other corporation, or

.selling or conveying our property to any other corporation, or

.acquiring the property of any other corporation;

however, if any such action would result in the imposition of a lien on any of
our then existing property, before taking such action we will similarly secure
all similarly entitled outstanding securities. (Section 4.04) Currently, each
outstanding issue of long and intermediate term debt is entitled to the benefit
of a similar agreement.

Defeasance

Each indenture will provide that we may be discharged from all obligations
under outstanding securities if we irrevocably deposit with the indenture
trustee funds or U.S. Government Obligations that are sufficient to pay all
principal, premium and interest on such securities. Except in the case of
securities maturing within one year, we would deliver to the trustee a ruling
from the Internal Revenue Service or an opinion of counsel that such discharge
would not result in additional and adverse federal income tax consequences to
the holders of such securities. On substantially the same terms and conditions,
we may be relieved from certain indenture agreements, including those described
in the preceding two paragraphs. (Section 11.01)

Modification or Amendment of the Indentures

Each indenture will contain provisions permitting us and the trustee, with the
consent of the holders of at least 66 2/3% in aggregate principal amount of
the securities of each series outstanding, to modify the indenture or any
supplemental indenture or the rights of the holders of the securities, but no
such modification shall:

.extend the fixed maturity of any securities, or

.reduce the principal amount of any securities, or

.reduce the rate or extend the time of payment of interest on any
securities

without the consent of the holder of each security so affected.

The indentures will not allow a modification to reduce the consent requirement
without the consent of the holders of all securities then outstanding under
that indenture. (Section 9.02) Each indenture will also contain provisions
permitting us and the trustee, without the consent of the holders of
securities, to modify the indenture or any supplemental indenture or the rights
of the holders of the securities for certain less significant purposes.
(Section 9.01)

4
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Events of Default

Under each indenture, an event of default applicable to securities of any
series means:

. default for 90 days in payment of interest on securities of such series,
or

. default in payment of principal of or premium on securities of such
series, or

. default for 90 days after notice by the Trustee or the holders of at
least 25% in aggregate principal amount of securities of such series
then outstanding in performance of any other indenture agreement
applicable to securities of such series, or

. certain events of bankruptcy, insolvency or reorganization. (Section
6.01)

The holders of a majority in principal amount of outstanding securities of a
series may direct the time, method and place for certain enforcement actions
by the trustee. (Section 6.06). Although the Trustee is obligated to exercise
its fiduciary duties to protect the interests of holders of securities, it may
require reasonable security or indemnity before acting under the Indenture.
(Sections 7.01 and 7.02).

The agreements contained in the indentures would not prohibit, or create an
event of default resulting from, our merger or sale or a highly-leveraged
transaction involving us.

Global Securities

Form and Exchange

We will normally issue the securities in book-entry only form, which means
that they will be represented by one or more permanent global certificates
registered in the name of The Depository Trust Company, New York, New York
("DTC"), or its nominee. We will refer to this form here and in the prospectus
supplement as "book-entry only."

Alternatively, we may issue the securities in certificated form registered
in the name of the holder. Under these circumstances, holders may receive
certificates representing the securities. Securities in certificated form will
be issued only in increments of $1,000 and multiples of $1,000 and will be
exchangeable without charge except for reimbursement of taxes or other
governmental charges, if any. We will refer to this form in the prospectus
supplement as "certificated."

Book-Entry Only Procedures

The following discussion pertains to securities that are issued in book-
entry only form.

One or more global securities would be issued to DTC or its nominee. DTC
would keep a computerized record of its participants (for example, your
broker) whose clients have purchased the securities. The participant would
then keep a record of its clients who purchased the securities. A global
security may not be transferred, except that DTC, its nominees and their
successors may transfer an entire global security to one another.

Under book-entry only, we will not issue certificates to individual holders
of the securities. Beneficial interests in global securities will be shown on,
and transfers of global securities will be made only through, records
maintained by DTC and its participants.

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DTC has provided us with the following information. DTC is:

. a limited-purpose trust company organized under the New York Banking
Law;

. a "banking organization" within the meaning of the New York Banking Law;

. a member of the United States Federal Reserve System;

. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and

. a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934.

DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among participants of securities transactions, such
as transfers and pledges, in deposited securities through computerized records
for participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.

DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.

DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, we and the Trustee will have no direct responsibility or
liability to pay amounts due on the securities, or to furnish any information,
to owners of beneficial interests in the global securities.

It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's record on the record date. In addition, it is DTC's current
practice to assign any consenting or voting rights to participants whose
accounts are credited with securities on a record date, by using an omnibus
proxy. Payments by participants to owners of beneficial interests in the global
securities, and voting by participants, will be governed by the customary
practices between the participants and owners of beneficial interests, as is
the case with securities held for the account of customers registered in
"street name." However, these payments will be the responsibility of the
participants and not of DTC, the Trustee nor us.

Debt securities represented by a global security would be exchangeable for
certificates with the same terms in authorized denominations only if:

. DTC notifies us that it is unwilling or unable to continue as depository
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depository is not appointed by us within 90 days; or

. we instruct the Trustee that the global security is not exchangeable; or

. an event of default has occurred and is continuing.

6
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PLAN OF DISTRIBUTION

We may sell the Securities directly to purchasers or through agents,
underwriters or dealers.

We may distribute the securities in one or more transactions, either at a fixed
price or varying prices, at prevailing market prices, at prices related to
prevailing market prices or at negotiated prices.

The prospectus supplement will identify the terms of the offering, the names of
underwriters or agents, the purchase price and any underwriting discounts.

In connection with the sale of securities, underwriters or agents may receive
discounts, concessions or commissions from us or from purchasers for whom they
may act as agents. Underwriters may sell securities to or through dealers, and
such dealers may receive discounts, concessions or commissions from the
underwriters or from purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of securities may all
have the status of underwriters under the Securities Act of 1933. The
prospectus supplement will identify any underwriter or agent and describe any
compensation paid by us.

We may agree to indemnify underwriters and other persons against certain civil
liabilities, including liabilities under the Securities Act of 1933.

LEGAL OPINIONS

Mr. Jeffrey P. Brown, Vice President and General Counsel of BellSouth
Telecommunications, Inc., is passing upon the legality of the securities for
us, relying on the opinions of other counsel as to certain matters. Mr. Brown
may be considered to beneficially own 91,389 shares of BellSouth Corporation
common stock, including interests through various BellSouth Corporation benefit
plans.

On behalf of dealers, underwriters or agents, Davis Polk & Wardwell is passing
upon certain legal matters in connection with the offering of the debt
securities.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, independent accountants, has audited the
consolidated financial statements included in our Annual Report on Form 10-K
for the year ended December 31, 1998. That Form 10-K is incorporated by
reference in this prospectus, to the extent and for the periods indicated in
PricewaterhouseCoopers LLP's report relating to such consolidated financial
statements, which is also incorporated by reference. We have included our
consolidated financial statements in reliance upon the report of
PricewaterhouseCoopers LLP given upon their authority as experts in auditing
and accounting.

7
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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee..................... $361,400
Rating Agency Fees................................................ 285,000*
Fees and Expenses of Trustees..................................... 12,500*
Printing and Distribution of Registration Statement, Prospectus,
Underwriting Agreement, Indenture and Miscellaneous Material..... 35,000*
Accountants' Fees and Expenses.................................... 20,000*
Miscellaneous Expenses............................................ 11,100*
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Total......................................................... $725,000
========
</TABLE>
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* Estimated.

Item 15. Indemnification of Directors and Officers.

As authorized by the Georgia Business Corporation Code (the "GBCC"), the
Company's Restated Articles of Incorporation limit the monetary liability of
its directors to the Company or its shareholder for any breach of their duty of
care or any other duty as a director except (i) for misappropriation of any
business opportunity of the Company, (ii) for acts or omissions not in good
faith or which constitute intentional misconduct or a knowing violation of law,
(iii) for liability for certain unlawful distributions, or (iv) for any
transaction from which the director derived an improper personal benefit.

As authorized by the GBCC, the shareholder of the Company has adopted an
amendment to the Bylaws expanding directors' and officers' indemnification
rights and has approved a form of Indemnity Agreement which the Company may
enter with its directors or officers. A person with whom the Company has
entered into such an Indemnity Agreement (an "Indemnitee") shall be indemnified
against liabilities and expenses related to such person's capacity as an
officer or director or to capacities served with other entities at the request
of the Company, except for claims excepted from the limited liability
provisions described above. An Indemnitee is also entitled to the benefits of
any directors' and officers' liability insurance policy maintained for the
Company and in the event of a "change in control" (as defined in the Indemnity
Agreement), of BellSouth Corporation, as the parent corporation of the Company,
obligations under the Indemnity Agreement will be secured with a letter of
credit in favor of the Indemnitee in an amount of not less than $1,000,000. The
Company has entered into Indemnity Agreements with each of its directors.

The GBCC generally empowers a corporation without shareholder approval, to
indemnify directors against liabilities in proceedings to which they are named
by reason of serving as a director of the corporation, if such person acted in
a manner believed in good faith to be in or not opposed to the best interests
of the corporation and, in the case of a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Without shareholder approval,
indemnification is not permitted of a director adjudged liable to the
corporation in a proceeding by or in the right of the corporation or a
proceeding in which the director is adjudged liable based on a personal benefit
improperly received, absent judicial determination that, in view of the
circumstances, such person is fairly and reasonably entitled to indemnification
of reasonable expenses incurred.

The GBCC permits indemnification and advancement of expenses to officers who
are not directors, to the extent consistent with public policy. The GBCC
provides for mandatory indemnification of directors and officers who are
successful in defending against any proceeding to which they are named because
of their serving in such capacity.

The Company's Bylaws also provide that the Company shall indemnify any person
made or threatened to be made a party to any action (including any action by or
in the right of the Company) by reason of service as

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a director or officer of the Company (or of another entity at the Company's
request), against liabilities and expenses if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
the Company (and with respect to any criminal action, has no reasonable cause
to believe his conduct was unlawful), to the maximum extent permitted by the
GBCC.

The general limitations in the GBCC as to indemnification may be superseded
to the extent of the limited liability provisions (with respect to directors)
in the Company's Restated Articles of Incorporation and the Indemnity
Agreements, as authorized by the shareholders and as described above.

The directors and officers of the Company are covered by liability insurance
policies pursuant to which (a) they are insured against loss arising from
certain claims made against them, jointly or severally, during the policy
period for any actual or alleged breach of duty, neglect, error, misstatement,
misleading statements, omission or other wrongful act and (b) the Company is
entitled to have paid by the insurers, or to have the insurers reimburse the
Company for amounts paid by it, in respect of such claims if the Company is
required to indemnify officers and directors for such claims.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

Any agents, dealers or underwriters, who execute any of the agreements filed
as Exhibit 1 to this registration statement, will agree to indemnify the
Company's directors and their officers who signed the registration statement
against certain liabilities which might arise under the Securities Act from
information furnished to the Company by or on behalf of any such indemnifying
party.

Item 16. Exhibits.

<TABLE>
<C> <S>
1* -- Form of Underwriting Agreement. (Exhibit 1-b to No. 33-29545).
4* -- Form of Indenture to be used by us to issue debt in series.
(Exhibit 4 to No. 33-63661).
4-a* -- BellSouth Telecommunications, Inc. Standard Indenture Provisions
(1995-A Edition). (Exhibit 4-a to No. 33-63661).
4-b* -- Form of Supplemental Indenture to be used by us to issue debt in
series. (Exhibit 4-b to No. 33-63661).
5 -- Opinion and consent of Jeffrey P. Brown, our Vice President and
General Counsel, as to the legality of the securities to be issued.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23-a -- Consent of PricewaterhouseCoopers LLP, independent accountants.
23-b -- Consent of Jeffrey P. Brown is contained in Exhibit 5.
24 -- Powers of Attorney.
25-a -- Statement of Eligibility of Trustee for Regions Bank.
25-b -- Statement of Eligibility of Trustee for SunTrust Bank, Atlanta.
25-c -- Statement of Eligibility of Trustee for The First National Bank of
Chicago.
</TABLE>

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* Previously filed with the Securities and Exchange Commission and
incorporated by reference herein.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

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<PAGE>

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement (notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement); and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 15 or otherwise
(other than the insurance policies referred to therein), the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

(d) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta and State of Georgia, on the 5th day of May,
1999.

BellSouth Telecommunications, Inc.

/s/ Isaiah Harris
By___________________________________
Isaiah Harris
Vice President, Chief Financial
Officer and Comptroller

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

Principal Executive Officer:

Charles B. Coe* President

Principal Financial
Officer and Principal
Accounting Officer:
Isaiah Harris* Vice President, Chief Financial Officer and
Comptroller

Directors:
C. Sidney Boren*
Charles B. Coe*

Jere A. Drummond* /s/ Isaiah Harris
Margaret H. Greene* *By__________________________________
Isaiah Harris* Isaiah Harris, as attorney-in-fact
Elton R. King* and on his own behalf as Principal
Financial Officer and Principal
Accounting Officer

May 5, 1999
- --------
* By power of attorney.

II-4
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Page
------- ----------------------- ----
<C> <S> <C>
5 -- Opinion and consent of Jeffrey P. Brown, Vice President and
General Counsel of the Company, as to the legality of the
securities to be issued. ......................................
12 -- Computation of Ratio of Earnings to Fixed Charges. ...........
-- Consent of PricewaterhouseCoopers LLP, independent
23-a accountants. .................................................
23-b -- Consent of Jeffrey P. Brown is contained in Exhibit 5. .......
24 -- Powers of Attorney. ..........................................
25-a -- Statement of Eligibility of Trustee for Regions Bank. ........
25-b -- Statement of Eligibility of Trustee for SunTrust Bank,
Atlanta. ......................................................
25-c -- Statement of Eligibility of Trustee for The First National
Bank of Chicago. ..............................................
</TABLE>

<PAGE>

EXHIBIT 5

May 4, 1999

BellSouth Telecommunications, Inc.
675 West Peachtree Street, N.E.
Atlanta, Georgia 30375

Attention: Charles B. Coe, President

Dear Sirs:

I am referring to the Registration Statement to which this opinion is filed
as an exhibit which BellSouth Telecommunications, Inc. (the "Company") proposes
to file with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to debt securities (the "Debt
Securities"), to be issued under one or more indentures (the "Indentures") in
substantially the forms filed therewith.

I have examined originals, or copies of originals of such agreements,
documents, certificates and other statements of government officials and
corporate officers and representatives and have reviewed and discussed other
papers and matters of fact and law as I have deemed relevant and necessary as a
basis for the following opinions. I have assumed the authenticity of all
documents submitted as originals and the conformity with the original documents
of any copies of such documents submitted for examination.

In rendering this opinion, as to certain matters, I have relied upon the
opinions of counsel whom I consider competent.

In this regard, I am of the opinion that:

1. The Company is a validly incorporated and existing corporation under the
laws of the State of Georgia.

2. The execution and delivery of the Indentures and issuance of the Debt
Securities have been duly authorized by appropriate corporate action.

3. The Indentures, when duly executed and delivered, will be valid and
binding agreements of the Company in accordance with their respective terms,
and the Debt Securities, when duly executed, registered and authenticated in
accordance with the terms of the Indentures and paid for and delivered in
accordance with the provisions of the Underwriting Agreements to be dated on or
about the date of the pricing between the Company and the representatives of
the several underwriters named therein, will be legal, valid and binding
obligations of the Company in accordance with their terms.

4. No consent, approval, authorization or other order of any regulatory
authority (other than the Securities and Exchange Commission and approvals
which may be required, if any, under Blue Sky or securities laws of various
states with respect to the sale of the Debt Securities) is legally required for
the execution and delivery of the Indentures or the issuance and sale of the
Debt Securities as contemplated in the aforesaid Registration Statement.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement
referred to above and any related registration statements filed pursuant to
Rule 462(b) under the Securities Act. I also consent to the making of the
statement with respect to me in the related prospectus under the heading "Legal
Opinions."

Very truly yours,

/s/ Jeffrey P. Brown
_____________________________________
Jeffrey P. Brown
Vice President and General Counsel

<PAGE>

EXHIBIT 12

BELLSOUTH TELECOMMUNICATIONS, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Millions of Dollars

<TABLE>
<CAPTION>
Three Months
Ended
March 31, For the Year Ended December 31,
------------- ----------------------------------
1999 1998 1998 1997 1996 1995 1994
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Earnings
(a) Income from continuing
operations before
deductions for taxes and
interest................. $1,222 $1,225 $4,625 $4,229 $3,727 $2,808 $3,606
(b) Portion of rental expense
representative of
interest factor.......... 10 10 34 45 60 62 80
------ ------ ------ ------ ------ ------ ------
Total....................... $1,232 $1,235 $4,659 $4,274 $3,787 $2,870 $3,686
====== ====== ====== ====== ====== ====== ======
2. Fixed charges
(a) Interest.................. $ 140 $ 137 $ 571 $ 550 $ 569 $ 594 $ 569
(b) Portion of rental expense
representative of
interest factor.......... 10 10 34 45 60 62 80
------ ------ ------ ------ ------ ------ ------
Total....................... $ 150 $ 147 $ 605 $ 595 $ 629 $ 656 $ 649
====== ====== ====== ====== ====== ====== ======
Ratio (1 divided by 2)........ 8.21 8.40 7.70 7.18 6.02 4.38 5.68
====== ====== ====== ====== ====== ====== ======
</TABLE>

<PAGE>

EXHIBIT 23-a

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 3, 1999 relating to the
consolidated financial statements, which appears in BellSouth
Telecommunications, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the reference to us under the heading
"Independent Accountants" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
-------------------------------------

PricewaterhouseCoopers LLP

Atlanta, Georgia
May 5, 1999

<PAGE>

EXHIBIT 24

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS:

WHEREAS, BELLSOUTH TELECOMMUNICATIONS, INC., a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended (the "Securities Act"), a registration statement or
statement(s) with respect to the Company's Debt Securities in total principal
amounts of $1,300,000,000, to be sold with or without competitive bidding as
the Company may determine; and

WHEREAS, the undersigned is an Officer and a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Charles B.
Coe, Isaiah Harris, J. Gary Butler, and Eric B. Rudolph and each of them, his
attorneys for him and in his name, place and stead, and in each of his offices
and capacities in the Company, to execute and file such registration statement
or statements, including prospectuses and any registration statements filed
pursuant to Rule 462(b) under the Securities Act, and thereafter to prepare,
execute and/or file any amended registration statement or statements and
amended prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of April, 1999.

/s/ Charles B. Coe
_____________________________________
Charles B. Coe
President; Director
<PAGE>

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Charles B.
Coe, Isaiah Harris, J. Gary Butler, and Eric B. Rudolph and each of them, his
attorneys for him and in his name, place and stead, and in each of his offices
and capacities in the Company, to execute and file such registration statement
or statements, including prospectuses and any registrations statements filed
pursuant to Rule 462(b) under the Securities Act, and thereafter to prepare,
execute and/or file any amended registration statement or statements and
amended prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of April, 1999.

/s/ Jere A. Drummond
_____________________________________
Jere A. Drummond
Director

2
<PAGE>

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is an Officer and Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Charles B.
Coe, Isaiah Harris, J. Gary Butler and Eric B. Rudolph and each of them, his
attorneys for him and in his name, place and stead, and in each of his offices
and capacities in the Company, to execute and file such registration statement
or statements, including prospectuses and any registrations statements filed
pursuant to Rule 462(b) under the Securities Act, and thereafter to prepare,
execute and/or file any amended registration statement or statements and
amended prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of April, 1999.

/s/ Isaiah Harris
_____________________________________
Isaiah Harris
Vice President, Chief Financial
Officer, and Comptroller; Director

3
<PAGE>

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Charles B.
Coe, Isaiah Harris, J. Gary Butler, and Eric B. Rudolph and each of them, his
attorneys for him and in his name, place and stead, and in each of his offices
and capacities in the Company, to execute and file such registration statement
or statements, including prospectuses and any registrations statements filed
pursuant to Rule 462(b) under the Securities Act, and thereafter to prepare,
execute and/or file any amended registration statement or statements and
amended prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of April, 1999.

/s/ C. Sidney Boren
_____________________________________
C. Sidney Boren
Director

4
<PAGE>

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is an Officer and Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Charles B.
Coe, Isaiah Harris, J. Gary Butler, and Eric B. Rudolph and each of them, her
attorneys for her and in her name, place and stead, and in each of her offices
and capacities in the Company, to execute and file such registration statement
or statements, including prospectuses and any registrations statements filed
pursuant to Rule 462(b) under the Securities Act, and thereafter to prepare,
execute and/or file any amended registration statement or statements and
amended prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully to all intents and
purposes as she might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 28th day
of April, 1999.

/s/ Margaret H. Greene
_____________________________________
Margaret H. Greene
Group President/Regulatory and
External Affairs; Director

5
<PAGE>

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is an Officer and Director of the Company;

NOW THEREFORE, the undersigned hereby constitutes and appoints Charles B.
Coe, Isaiah Harris, J. Gary Butler, and Eric B. Rudolph and each of them, his
attorneys for him and in his name, place and stead, and in each of his offices
and capacities in the Company, to execute and file such registration statement
or statements, including prospectuses and any registrations statements filed
pursuant to Rule 462(b) under the Securities Act, and thereafter to prepare,
execute and/or file any amended registration statement or statements and
amended prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall do, or
cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day
of April, 1999.

/s/ Elton R. King
_____________________________________
Elton R. King
Group President/Network and
Carrier Services; Director

<PAGE>

EXHIBIT 25-a
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

Form T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

----------------

Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) [_]

Regions Bank
(Exact name of trustee as specified in its charter)

Alabama State Banking Corporation 63-0371391
(I.R.S. employer identification no.)
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)

417 North 20th Street Birmingham,
Alabama

35203
(Zip Code)
(Address of principal executive
offices)

Roy D. Birdwell
Regions Bank
417 North 20th Street
Birmingham, Alabama 35203
(205) 326-7227
(Name, address and telephone number of agent for service)

----------------

BellSouth Telecommunications, Inc.
(Exact name of obligor as specified in its charter)

Georgia 58-0436120
(I.R.S. employer identification no.)
(State or other jurisdiction of
incorporation or organization)

675 West Peachtree St., N.E. Atlanta,
Georgia

30375
(Zip Code)
(Address of principal executive
offices)

----------------

Debt Securities
(Title of the indenture securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

GENERAL

Item 1. General Information.

(a)Name and address of each examining or supervising authority to which it
is subject.

Federal Deposit Insurance Corporation, Washington, D.C.
Alabama State Banking Department, Montgomery, AL.

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

None.

Item 3. Voting Securities of the Trustee.

Not Applicable.

Item 4. Trusteeships under Other Indentures.

Not applicable.

Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.

Not applicable.

Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.

Not applicable.

Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.

Not applicable.

Item 8. Securities of the Obligor Owned or Held by the Trustee.

Not applicable.

Item 9. Securities of Underwriters Owned or Held by the Trustee.

Not applicable.

Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.

Not applicable.

Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.

Not applicable.

Item 12. Indebtedness of the Obligor to the Trustee.

Not applicable.

2
<PAGE>

Item 13. Defaults by the Obligor.

(a)Whether there is or has been a default with respect to the securities
under this indenture.

There is not and has not been any such default.

(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series.

There has not been any such default.

Item 14. Affiliations with the Underwriters.

Not applicable.

Item 15. Foreign Trustee.

Not applicable.

Item 16. List of Exhibits.

The additional exhibits listed below are filed herewith: exhibits, if any,
identified in parentheses are on file with the Commission and are incorporated
herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of
Practice.

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
1 a. Restated Articles of Incorporation of the Trustees as now in
effect. (Exhibit 1 to Form T-1, Registration No. 22-21909).
b. Articles of Amendment to Restated Articles of Incorporation of
First Alabama Bank.
2 --Not applicable.
3 --Authorization of the Trustee to exercise corporate trust powers.
(Exhibit 3 to Form T-1, Registration No. 22-21909).
4 --Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 33-
60351).
5 --Not applicable.
6 --Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 --Latest report of condition of the Trustee published pursuant to law
or the requirements of its supervising or examining authority as of
the close of business on December 31, 1998.
8 --Not applicable.
9 --Not applicable.
</TABLE>

3
<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, Regions Bank, an Alabama banking corporation, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Birmingham and the State of
Alabama, on the 4th day of May, 1999.

Regions Bank

/s/ Roy D. Birdwell
By __________________________________
Roy D. Birdwell
Senior Vice President--
Corporate Trust Manager

4
<PAGE>

EXHIBIT 1(b)

5
<PAGE>

ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF
INCORPORATION OF FIRST ALABAMA BANK

----------------------------------------------

In accordance with the provisions of Alabama Code (S)(S) 10-2B-1.20, 10-2B-
1.23, 10-2B-10.01, 10-2B-10.03, and 10-2B-10.06 (Repl. Vol. 1994), First
Alabama Bank, a corporation organized and existing under the laws of the state
of Alabama (the "Bank"), hereby files these Articles of Amendment to its
Restated Articles of Incorporation, which shall be effective as of 12:01 a.m.
on Tuesday, November 12, 1996, and certifies as follows:

(1) The name of the Bank is First Alabama Bank.

(2) In accordance with the procedures described in (4) below, the Restated
Articles of Incorporation of the Bank are hereby amended as follows:

The first article of the Bank's Restated Articles of Incorporation is
hereby deleted and the following first article is hereby substituted in
lieu thereof:

FIRST. The name of this Corporation shall be Regions Bank.

(3) The issued shares of capital stock of the Bank will not be exchanged,
reclassified, or canceled by reason of the amendment described above.

(4) The above amendment to the Bank's Restated Articles of Incorporation has
been duly adopted in accordance with the provisions of Alabama Code (S) 10-2B-
10.03 (Repl. Vol. 1994) as follows:

A. At its meeting on September 17, 1996, the Board of Directors of the Bank
adopted resolutions setting forth the amendment set forth in (2) above,
declaring the advisability of and recommending the amendment to the
shareholders, and directing that the amendment proposed be considered at a
special meeting of the shareholders called for October 22, 1996 at 1:00 p.m.

B. Prior to such special meeting of shareholders, Regions Financial
Corporation, a Delaware corporation, the holder of all of the issued and
outstanding capital stock of the Bank, through its authorized officers and
agents, waived notice of the time, place and purpose of the special meeting of
shareholders and approved the foregoing amendment, pursuant to Alabama Code
(S)(S)10-2B-7.04 and 10-2B-7.06 (Repl. Vol. 1994).

C. The shares entitled to be voted on the foregoing amendment consisted
solely of 20,000 shares of common stock, par value $5.00 per share, with each
share entitled to one vote. The number of shares voted in favor of the
foregoing amendment was 20,000, and the number of shares voted against was
zero.

D. Thereafter the Chairman of the Board of Directors and the Secretary of
the Bank caused these Articles of Amendment to be prepared and have executed
the same in accordance with the provisions of Alabama Code (S)10-2B-1.20
(Repl. Vol. 1994).

SIGNATURES ON FOLLOWING PAGE.

6
<PAGE>

IN WITNESS WHEREOF, First Alabama Bank has caused these Articles of Amendment
to be signed by J. Stanley Mackin, as its Chairman, and Samuel E. Upchurch,
Jr., as its Secretary, on this 17th day of September, 1996.

<TABLE>
<S> <C>
ATTEST: FIRST ALABAMA BANK
By: By:
/s/ Samuel E. Upchurch, Jr. /s/ J. Stanley Mackin
---------------------------- ----------------------
Samuel E. Upchurch, Jr. J. Stanley Mackin
As its Secretary As its Chairman
</TABLE>

7
<PAGE>

EXHIBIT 6

8
<PAGE>

EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issue of Debt Securities by
BellSouth Telecommunications, Inc., we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

Regions Bank

By /s/ Roy D. Birdwell
------------------------------
Roy D. Birdwell Senior Vice
President--
Corporate Trust Manager

Dated: May 4, 1999

9
<PAGE>

EXHIBIT 7

10
<PAGE>

Regions Ban_______________________________________________________ST-BK:k01-0310
P.O. Box 10247 FFIEC: 031
Birmingham, AL 35202 CERT: 12368
Call Date: 12/31/1998

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated,
report the amount outstanding as of the last business day of the quarter.

Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
(Dollar Amounts
in Thousands)
<S> <C> <C>
ASSETS
RCFD
-----
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)... 0081 2,676,984
b. Interest-bearing balances(2)............................ 0071 113,485
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column
A)........................................................ 1754 2,963,146
b. Available-for-sale securities (from Schedule RC-B, col-
umn D).................................................... 1773 4,590,473
3. Federal funds sold and securities purchased under agree-
ments to resell........................................... 1350 763,034
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
----
(from Schedule RC-C).......................... 2122 24,432,460
b. LESS: Allowance for loan and lease losses... 3123 297,236
c. LESS: Allocated transfer risk reserve....... 3128 0
d. Loans and leases, net of unearned income, allowance, and
reserve
(item 4.a minus 4.b and 4.c)............................. 2125 24,135,224
5. Trading assets (from Schedule RC-D)...................... 3545 49,387
6. Premises and fixed assets (including capitalized leases). 2145 484,946
7. Other real estate owned (from Schedule RC-M)............. 2150 16,449
8. Investments in unconsolidated subsidiaries and associated
companies (from
Schedule RC-M)............................................ 2130 56,990
9. Customers' liability to this bank on acceptances
outstanding................................................. 2155 57,046
10. Intangible assets (from Schedule RC-M)................... 2143 307,598
11. Other assets (from Schedule RC-F)........................ 2160 913,461
12. Total assets (sum of items 1 through 11)................. 2170 37,128,223
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

11
<PAGE>

Schedule RC--(Continued)
<TABLE>
<CAPTION>
(Dollar Amounts
in Thousands)
<S> <C> <C>
LIABILITIES
RCON
----
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I)..................................... 2200 27,757,941

RCON
----
(1) Noninterest-bearing(1).................................. 6631 4,783,362
(2) Interest-bearing........................................ 6636 22,974,579

RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)........................ 2200 1,219,713

RCFN
----
(1) Noninterest-bearing.................................... 6631 0
(2) Interest-bearing....................................... 6636 1,219,713

RCFD
----
14. Federal funds purchased and securities sold under agree-
ments to repurchase....................................... 2800 1,993,279

RCON
----
15. a. Demand notes issued to the U.S. Treasury.............. 2840 15,988

RCFD
----
b. Trading liabilities (from Schedule RC-D)................. 3548 1,711
16. Other borrowed money (includes mortgage indebtedness and
obligations under
capitalized leases):
a. With a remaining maturity of one year or less............ 2332 249,916
b. With a remaining maturity of more than one year through
three years............................................... A547 178,066
c. With a remaining maturity of more than three years....... A548 2,422,782
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding.. 2920 57,046
19. Subordinated notes and debentures (2)..................... 3200 0
20. Other liabilities (from Schedule RC-G).................... 2930 480,272
21. Total liabilities (sum of items 13 through 20)............ 2948 34,376,714
22. Not applicable.

EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus............. 3838 0
24. Common stock.............................................. 3230 103
25. Surplus (exclude all surplus related to preferred stock).. 3839 890,796
26. a. Undivided profits and capital reserves................ 3632 1,838,299
b. Net unrealized holding gains (losses) on available-for-
sale securities........................................... 8434 22,311
27. Cumulative foreign currency translation adjustments....... 3284 0
28. Total equity capital (sum of items 23 through 27)......... 3210 2,751,509
29. Total liabilities and equity capital (sum of items 21 and
28)........................................................ 3300 37,128,223
</TABLE>
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.

12
<PAGE>

Schedule RC -- (Continued)

<TABLE>
<CAPTION>
RCFD Number
---- ------
<S> <C> <C>
MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of auditing
work performed for the bank by independent external auditors as of
any date during 1997.............................................. 6724 N/A
</TABLE>
- --------

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

<PAGE>

EXHIBIT 25-b
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

Form T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

----------------

Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) [_]

SunTrust Bank, Atlanta
formerly known as Trust Company Bank
(Exact name of trustee as specified in its charter)

Georgia Banking Corporation 58-0466330
(I.R.S. employer
(Jurisdiction of incorporation or identification no.)
organization
if not a U.S. national bank)

25 Park Place, N.E.

Atlanta, Georgia 30303
(Zip Code)
(Address of principal executive
offices)

Kristine Prall
SunTrust Bank, Atlanta
25 Park Place
24th Floor
Atlanta, Georgia 30303
(404) 588-7296
(Name, address and telephone number of agent for service)

----------------

BellSouth Telecommunications, Inc.
(Exact name of obligor as specified in its charter)

Georgia 58-0436120
(I.R.S. employer identification no.)
(State or other jurisdiction of
incorporation or organization)

675 West Peachtree St., N.E. Atlanta,
Georgia

30375
(Zip Code)
(Address of principal executive
offices)

----------------

Debt Securities
(Title of the indenture securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

GENERAL

Item 1. General Information.

(a)Name and address of each examining or supervising authority to which it
is subject.

Department of Banking and Finance,
State of Georgia,
Atlanta, Georgia

Federal Reserve Bank of Atlanta
104 Marietta St., N.W.
Atlanta, Georgia

Federal Deposit Insurance Corporation
Washington, DC

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the obligor and underwriters.

None.

Item 3. Voting Securities of the Trustee.

Not Applicable.

Item 4. Trusteeships under Other Indentures.

Not applicable.

Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.

Not applicable.

Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.

Not applicable.

Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.

Not applicable.

Item 8. Securities of the Obligor Owned or Held by the Trustee.

Not applicable.

Item 9. Securities of Underwriters Owned or Held by the Trustee.

Not applicable.

Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.

Not applicable.

Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.

Not applicable.

Item 12. Indebtedness of the Obligor to the Trustee.

Not applicable.

2
<PAGE>

Item 13. Defaults by the Obligor.

(a)Whether there is or has been a default with respect to the securities
under this indenture.

There is not and has not been any such default.

There has not been any such default.

Item 14. Affiliations with the Underwriters.

Not applicable.

Item 15. Foreign Trustee.

Not applicable.

Item 16. List of Exhibits.

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
1 --A copy of the Articles of Amendment and Restated Articles of
Incorporation as now in effect. (Exhibit 1 to Form T-1, Registration
No. 33-63523)
2 --A copy of the certificate of authority of the Trustee to commence
business. (Included in Exhibit 2 to Form T-1, Registration No. 333-
25463).
3 --A copy of the authorization of the Trustee to exercise trust powers.
(Included in Exhibit 1 to Form T-1, Registration No. 333-25463).
4 --Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 333-
25463)
5 --Not applicable.
6 --Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 --Latest report of condition of the Trustee published pursuant to law
or the requirements of its supervising or examining authority as of
the close of business on December 31, 1998.
8 --Not applicable.
9 --Not applicable.
</TABLE>

3
<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, SunTrust Bank, Atlanta, a Georgia banking corporation, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Atlanta and the State of Georgia, on the 30th day of April, 1999.

SunTrust Bank, Atlanta

/s/ Sandra Thompson
By __________________________________
Sandra Thompson
Vice President

/s/ Kristine Prall
By __________________________________
Kristine Prall
Trust Officer

4
<PAGE>

EXHIBIT 6

5
<PAGE>

EXHIBIT 6

CONSENT OF TRUSTEE

SunTrust Bank, Atlanta

/s/ Sandra Thompson
By __________________________________
Sandra Thompson
Vice President

Dated: 4/30/99

6
<PAGE>

EXHIBIT 7

7
<PAGE>

SunTrust Bank Atlanta______________________________________________ST-BK: 130330
P.O. Box 4418 Center 632______________________________________________FFIEC: 031
Atlanta, GA 30302 CERT: 00867
Call Date: 12/31/1998

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated,
report the amount outstanding as of the last business day of the quarter.

Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
(Dollar Amounts
in Thousands)
<S> <C> <C>
ASSETS
RCFD
----
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1).... 0081 1,339,046
b. Interest-bearing balances(2)............................. 0071 5,142
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column
A)......................................................... 1754 0
b. Available-for-sale securities (from Schedule RC-B, column
D)......................................................... 1773 3,225,581
3. Federal funds sold and securities purchased under agree-
ments to resell............................................ 1350 1,217,838
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD (from Schedule
RC-C).................................................... 2122 13,046,097
b. LESS: Allowance for loan and lease losses................ 3123 138,028
c. LESS: Allocated transfer risk reserve.................... 3128 0
d. Loans and leases, net of unearned income, allowance, and
reserve
(item 4.a minus 4.b and 4.c)............................. 2125 12,908,069
5. Trading assets (from Schedule RC-D)...................... 3545 37,301
6. Premises and fixed assets (including capitalized leases). 2145 97,749
7. Other real estate owned (from Schedule RC-M)............. 2150 1,624
8. Investments in unconsolidated subsidiaries and associated
companies (from
Schedule RC-M)............................................ 2130 12,664
9. Customers' liability to this bank on acceptances
outstanding................................................. 2155 610,727
10. Intangible assets (from Schedule RC-M)................... 2143 14,321
11. Other assets (from Schedule RC-F)........................ 2160 165,262
12. Total assets (sum of items 1 through 11)................. 2170 19,635,324
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

8
<PAGE>

RCON
----
(1) Noninterest-bearing(1).................................. 6631 3,082,972
(2) Interest-bearing........................................ 6636 4,094,893

RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs
(from Schedule RC-E, part II)............................ 2200 3,530,204

RCFN
----
(1) Noninterest-bearing..................................... 6631 0
(2) Interest-bearing........................................ 6636 3,530,204

RCFD
----
14. Federal funds purchased and securities sold under
agreements to repurchase................................... 2800 4,245,132

RCON
----
15. a. Demand notes issued to the U.S. Treasury.............. 2840 0
RCFD
----
b. Trading liabilities (from Schedule RC-D)................. 3548 0
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
a. With a remaining maturity of one year or less............ 2332 302,623
b. With a remaining maturity of more than one year through
three years............................................... A547 2,559
c. With a remaining maturity of more than three years....... A548 1,418
17. Not applicable
18. Bank's liability on acceptances executed and outstanding.. 2920 610,727
19. Subordinated notes and debentures(2)...................... 3200 250,000
20. Other liabilities (from Schedule RC-G).................... 2930 1,149,728
21. Total liabilities (sum of items 13 through 20)............ 2948 17,270,256
22. Not applicable
EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus............. 3838 0
24. Common stock.............................................. 3230 21,601
25. Surplus (exclude all surplus related to preferred stock).. 3839 703,406
26. a. Undivided profits and capital reserves................ 3632 598,887
b. Net unrealized holding gains (losses) on available-for-
sale securities........................................... 8434 1,041,174
27. Cumulative foreign currency translation adjustments....... 3284 0
28. Total equity capital (sum of items 23 through 27)......... 3210 2,365,068
29. Total liabilities and equity capital (sum of items 21 and
28)........................................................ 3300 19,635,324
</TABLE>
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.

9
<PAGE>

Schedule RC -- (Continued)

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

<PAGE>

EXHIBIT 25-c
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

Form T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

----------------

Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) [_]

The First National Bank of Chicago
(Exact name of trustee as specified in its charter)

A National Banking Association 36-0899825
(I.R.S. employer identification no.)
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)

One First National Plaza Chicago,
Illinois

60670-0126
(Zip Code)
(Address of principal executive
offices)

Sandra L. Caruba
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
(312) 732-6919
(Name, address and telephone number of agent for service)

----------------

BellSouth Telecommunications, Inc.
(Exact name of obligor as specified in its charter)

Georgia 58-0436120
(I.R.S. employer identification no.)
(State or other jurisdiction of
incorporation or organization)

675 West Peachtree St., N.E. Atlanta,
Georgia

30375
(Zip Code)
(Address of principal executive
offices)

----------------

Debt Securities
(Title of the indenture securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

GENERAL

Item 1. General Information.

(a)Name and address of each examining or supervising authority to which it
is subject.

Comptroller of Currency
Washington, D.C.

The Board of Governors of the Federal Reserve System
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, DC

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor and Underwriters.

None.

Item 3. Voting Securities of the Trustee.

Not Applicable.

Item 4. Trusteeships under Other Indentures.

Not applicable.

Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.

Not applicable.

Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.

Not applicable.

Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.

Not applicable.

Item 8. Securities of the Obligor Owned or Held by the Trustee.

Not applicable.

Item 9. Securities of Underwriters Owned or Held by the Trustee.

Not applicable.

Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.

Not applicable.

Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.

Not applicable.

Item 12. Indebtedness of the Obligor to the Trustee.

Not applicable.

2
<PAGE>

Item 13. Defaults by the Obligor.

(a)Whether there is or has been a default with respect to the securities
under this indenture.

There is not and has not been any such default.

There has not been any such default.

Item 14. Affiliations with the Underwriters.

Not applicable.

Item 15. Foreign Trustee.

Not applicable.

Item 16. List of Exhibits.

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
1 --A copy of the Articles of Association of the Trustee as now in
effect. (Included in Exhibit 1 to Form T-1, Registration No. 333-
14201).
2 --A copy of the certificates of authority of the Trustee to commence
business. (Included in Exhibit 1 to Form T-1, Registration No. 333-
14201).
3 --A copy of the authorization of the Trustee to exercise corporate
trust powers. (Included in Exhibit 1 to Form T-1, Registration
No. 333-14201).
4 --Bylaws of the Trustee. (Included in Exhibit 1 to Form T-1,
Registration No. 333-14201).
5 --Not applicable.
6 --Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 --Latest report of condition of the Trustee published pursuant to law
or the requirements of its supervising or examining authority as of
the close of business on December 31, 1998.
8 --Not applicable.
9 --Not applicable.
</TABLE>

3
<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, The First National Bank of Chicago, a National banking
association, has duly caused this statement of eligibility and qualification to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and the State of Illinois, on the 4th day of May, 1999.

The First National Bank of Chicago,
Trustee

/s/ Sandra L. Caruba
By __________________________________
Sandra L. Caruba
Vice President

4
<PAGE>

EXHIBIT 6

CONSENT OF TRUSTEE

The First National Bank of Chicago

/s/ Sandra L. Caruba
By __________________________________
Sandra L. Caruba
Vice President

Dated: May 4, 1999

5
<PAGE>

The First National Bank of Chicago________________________________ST-BK: 17-1630
1 First National Plaza, Suite 0460____________________________________FFIEC: 031
Chicago, IL 60670____________________________________________________CERT: 03618
Call Date: 12/31/1998

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated,
report the amount outstanding as of the last business day of the quarter.

Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
(Dollar Amounts
in Thousands)
<S> <C> <C>
ASSETS
RCFD
----
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1).... 0081 5,585,982
b. Interest-bearing balances(2)............................. 0071 4,623,842
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column
A)......................................................... 1754 0
b. Available-for-sale securities (from Schedule RC-B, column
D)......................................................... 1773 11,181,405
3. Federal funds sold and securities purchased under agree-
ments to resell............................................ 1350 9,853,544
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
----
(from Schedule RC-C).......................... 2122 31,155,998
b. LESS: Allowance for loan and lease losses... 3123 411,963
c. LESS: Allocated transfer risk reserve....... 3128 3,884
d. Loans and leases, net of unearned income, allowance, and
reserve
(item 4.a minus 4.b and 4.c)............................. 2125 30,740,151
5. Trading assets (from Schedule RC-D)...................... 3545 7,635,778
6. Premises and fixed assets (including capitalized leases). 2145 739,925
7. Other real estate owned (from Schedule RC-M)............. 2150 4,827
8. Investments in unconsolidated subsidiaries and associated
companies (from
Schedule RC-M)............................................ 2130 202,359
9. Customers' liability to this bank on acceptances
outstanding................................................. 2155 269,516
10. Intangible assets (from Schedule RC-M)................... 2143 291,665
11. Other assets (from Schedule RC-F)........................ 2160 3,071,912
12. Total assets (sum of items 1 through 11)................. 2170 74,200,906
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

6
<PAGE>

RCON
----
(1) Noninterest-bearing(1).................. 6631 10,141,937
(2) Interest-bearing........................ 6636 12,382,203

RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II.......................... 2200 19,691,237

RCFN
----
(1) Noninterest-bearing...................... 6631 408,126
(2) Interest-bearing......................... 6636 19,283,111

RCFD
----
14. Federal funds purchased and securities sold under agreements
to repurchase................................................ 2800 9,113,686

RCON
----
15. a. Demand notes issued to the U.S. Treasury.............. 2840 120,599

RCFD
----
b. Trading liabilities (from Schedule RC-D)................. 3548 6,797,927
16. Other borrowed money (includes mortgage indebtedness and
obligations under
capitalized leases):
a. With a remaining maturity of one year or less............ 2332 5,385,355
b. With a remaining maturity of more than one year through
three years............................................... A547 327,126
c. With a remaining maturity of more than three years....... A548 316,411
17. Not applicable
18. Bank's liability on acceptances executed and outstanding.. 2920 269,516
19. Subordinated notes and debentures (2)..................... 3200 2,400,000
20. Other liabilities (from Schedule RC-G).................... 2930 2,137,443
21. Total liabilities (sum of items 13 through 20)............ 2948 69,083,440
22. Not applicable
EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus............. 3838 0
24. Common stock.............................................. 3230 200,858
25. Surplus (exclude all surplus related to preferred stock).. 3839 3,201,435
26. a. Undivided profits and capital reserves................ 3632 1,695,446
b. Net unrealized holding gains (losses) on available-for-
sale securities........................................... 8434 6,349
27. Cumulative foreign currency translation adjustments....... 3284 13,378
28. Total equity capital (sum of items 23 through 27)......... 3210 5,117,466
29. Total liabilities and equity capital (sum of items 21 and
28)........................................................ 3300 74,200,906
</TABLE>
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.

7
<PAGE>

Schedule RC -- (Continued)

<TABLE>
<CAPTION>
RCFD Number
---- ------
<S> <C> <C>
MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external
auditors as of any date during 1997............................ 6724 N/A
</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.