Registration No. 333 -

                                  United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549
                     ---------------------------------------

                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                     ---------------------------------------
                              BellSouth Corporation
                            A Georgia I.R.S. Employer

                           Corporation No. 58-1533433

                           1155 Peachtree Street, N.E.
                           Atlanta, Georgia 30309-3610
                          Telephone Number 404 249-2000
                 ----------------------------------------------
                       BellSouth Savings and Security Plan

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

                               Agent for Service:

                                 Ray E. Winborne
                              BellSouth Corporation

                                 15G03 Campanile
                           1155 Peachtree Street, N.E.
                           Atlanta, Georgia 30309-3610
                          Telephone Number 404 249-3035
                  --------------------------------------------

                         Calculation of Registration Fee

                                    proposed        proposed
    title of       amount           maximum          maximum       amount of
 securities to      to be        offering price     aggregate    registration
 Be Registered   registered        per share     offering price       fee
--------------- ------------ ------------------- --------------- -------------
 Common Stock,    6,000,000        $36.28(c)     $217,687,500(c) $28,734.75(c)
  par value $1   shares (b)
 per share (a)

 Interests in the Plan

                   (d)                (d)             (d)             (d)

<PAGE>

(a)  Includes  preferred stock purchase  rights under the BellSouth  Corporation
     Shareholder Rights Agreement.

(b)  If, prior to the completion of the distribution of the Common Stock covered
     by this registration statement,  additional shares of such Common Stock are
     issued or  issuable as a result of a stock  split or stock  dividend,  this
     registration  statement  shall be deemed to cover  such  additional  shares
     resulting from the stock split or stock dividend pursuant to Rule 416.

(c)  The price per share was  estimated in  accordance  with Rule 457(c) and (h)
     for  purposes of  calculating  the  registration  fee. The fee was computed
     based on 3,000,000 shares. An additional 3,000,000 shares registered hereby
     will be allocated to  participants'  ESOP accounts by their  pariticipating
     employers   as  matching   shares   without   receipt  of   separate   cash
     consideration.

(d)  Pursuant  to  Rule   416(c),   this   registration   statement   covers  an
     inderterminate  amount of interests  to be offered or sold  pursuant to the
     plan.

<PAGE>

                                     Part II

               Information required in the registration statement

Item 3.           Incorporation of Documents by Reference.

         The contents of Registration Statement No. 33-38265, except Items 5, 6,
8 and 9 which are superceded by the information  below, are hereby  incorporated
herein by reference.  Prospectuses used in connection with this Plan also relate
to such Registration Statement pursuant to rule 429.

Item 5.           Interests of Named Experts and Counsel.

         Mark D.  Hallenbeck,  Vice  President and General  Counsel of BellSouth
Capital  Funding   Corporation  and  Associate   General  Counsel  of  BellSouth
Corporation, is rendering an opinion regarding the legality of the Common Stock.
Mr.  Hallenbeck may be considered to beneficially own 60,225 shares of BellSouth
Common Stock,  including  interests through various  BellSouth  employee benefit
plans.

Item 6.           Indemnification of Directors and Officers.

         As authorized by the Georgia  Business  Corporation  Code (the "GBCC"),
BellSouth's  Articles  of  Incorporation  limit the  monetary  liability  of its
directors to BellSouth or its  shareholders for any breach of their duty of care
or any other duty as a director except (i) for  misappropriation of any business
opportunity of BellSouth,  (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  shareholders  of BellSouth have adopted
an amendment to the Bylaws  expanding  directors' and officers'  indemnification
rights and have approved a form of Indemnity Agreement which BellSouth may enter
with its  directors or officers.  A person with whom  BellSouth 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
BellSouth,  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 by BellSouth, and
in the event of a "change in control" (as defined in the  Indemnity  Agreement),
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.
BellSouth 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.

         BellSouth's  Bylaws also provide that  BellSouth  shall  indemnify  any
person made or threatened to be made a party to any action (including any action
by or in the right of  BellSouth)  by reason of service as a director or officer
of BellSouth or the Company,  respectively  (or of another entity at BellSouth's
request),  against  liabilities and expenses 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  provision  (with respect to
directors)  in  BellSouth's   Articles  of   Incorporation   and  the  Indemnity
Agreements, as authorized by the shareholders and as described above.

         The  directors and officers of BellSouth and 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)
BellSouth  or the  Company,  as the case may be, is entitled to have paid by the
insurers,  or to have the insurers  reimburse  BellSouth or the Company,  as the
case may be, for amounts  paid by it, in respect of such claims if  BellSouth or
the Company, as the case may be, is required to indemnify officers and directors
for such claims.

Item 8.           Exhibits.

       Exhibit
        Number

          5             Opinion of Mark D. Hallenbeck.

          23            Consent of PricewaterhouseCoopers LLP.

         23a            Consent of Mark D. Hallenbeck (contained in opinion
                        filed as Exhibit 5).

          24            Powers of Attorney.


Item 9.           Undertakings.

(a) The undersigned registrants hereby undertake:

      (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;

          (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; 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 registrants
     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
     therein,  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  registrants  hereby  undertake  that,  for  purposes  of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
BellSouth's  annual  report  pursuant to Section  13(a) or Section  15(d) of the
Securities  Exchange  Act of 1934 and each  filing of the plan's  annual  report
pursuant  to  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
registrants  pursuant to the foregoing  provisions or otherwise  (other than the
insurance policies referred to therein),  the registrants have been advised that
in the  opinion  of the SEC 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 registrants of expenses  incurred or paid by a director,  officer
or  controlling  person of the  registrants  in the  successful  defense  of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants 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.

<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-8 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 28th day of
February, 2000.

                               BellSouth Corporation

                               By /s/ W. Patrick Shannon
                                  --------------------------
                                  W. Patrick Shannon
                                  Vice President and Controller

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:
F. Duane Ackerman*
Chief Executive Officer

Principal Financial Officer:
Ronald M. Dykes*
Chief Financial Officer

Principal Accounting Officer:
W. Patrick Shannon*
Controller


Directors:
         F. Duane Ackerman*                John G. Medlin, Jr.*
         Reuben V. Anderson*               Leo F. Mullin*
         James H. Blanchard*               Eugene F. Murphy*
         J. Hyatt Brown*                   Robin B. Smith*
         Armando M. Codina*                C. Dixon Spangler, Jr.*
         Phyllis Burke Davis*              William S. Stavropoulos*
         Kathleen F. Feldstein*            J. Tylee Wilson*



                                *By   /s/ W. Patrick Shannon
                                     --------------------------------------
                                     W. Patrick Shannon
                                     (Individually and as Attorney-in-Fact)
                                     February 28, 2000



<PAGE>

Pursuant  to the  requirements  of the  Securities  Act of 1933,  the  BellSouth
Retirement Savings Plan Committe 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 28th day of February 2000.

                           BellSouth Retirement Savings Plan

                           By: /s/ W. Patrick Shannon
                               -----------------------------
                               W. Patrick Shannon
                               Member, BellSouth Retirement
                               Savings Plan Committee

<PAGE>

                                  EXHIBIT INDEX

       Exhibit
        Number

          5             Opinion of Mark D. Hallenbeck.

          23            Consent of PricewaterhouseCoopers LLP.

         23a            Consent of Mark D. Hallenbeck (contained in opinion
                        filed as Exhibit 5).

          24            Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "BELLSOUTH SAVINGS AND SECURITY PLAN", "secsgml_size_bytes": 15884}]
{"company-data": {"conformed-name": "BELLSOUTH CORP", "cik": "0000732713", "assigned-sic": "4813", "irs-number": "581533433", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31600", "film-number": "560458"}, "business-address": {"street1": "1155 PEACHTREE ST NE", "street2": "ROOM 15G03", "city": "ATLANTA", "state": "GA", "zip": "30309-3610", "phone": "4042492000"}}
Registration No. 333 -

                                  United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549
                     ---------------------------------------

                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                     ---------------------------------------
                              BellSouth Corporation
                            A Georgia I.R.S. Employer

                           Corporation No. 58-1533433

                           1155 Peachtree Street, N.E.
                           Atlanta, Georgia 30309-3610
                          Telephone Number 404 249-2000
                 ----------------------------------------------
                       BellSouth Savings and Security Plan

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

                               Agent for Service:

                                 Ray E. Winborne
                              BellSouth Corporation

                                 15G03 Campanile
                           1155 Peachtree Street, N.E.
                           Atlanta, Georgia 30309-3610
                          Telephone Number 404 249-3035
                  --------------------------------------------

                         Calculation of Registration Fee

                                    proposed        proposed
    title of       amount           maximum          maximum       amount of
 securities to      to be        offering price     aggregate    registration
 Be Registered   registered        per share     offering price       fee
--------------- ------------ ------------------- --------------- -------------
 Common Stock,    6,000,000        $36.28(c)     $217,687,500(c) $28,734.75(c)
  par value $1   shares (b)
 per share (a)

 Interests in the Plan

                   (d)                (d)             (d)             (d)
(a)  Includes  preferred stock purchase  rights under the BellSouth  Corporation
     Shareholder Rights Agreement.

(b)  If, prior to the completion of the distribution of the Common Stock covered
     by this registration statement,  additional shares of such Common Stock are
     issued or  issuable as a result of a stock  split or stock  dividend,  this
     registration  statement  shall be deemed to cover  such  additional  shares
     resulting from the stock split or stock dividend pursuant to Rule 416.

(c)  The price per share was  estimated in  accordance  with Rule 457(c) and (h)
     for  purposes of  calculating  the  registration  fee. The fee was computed
     based on 3,000,000 shares. An additional 3,000,000 shares registered hereby
     will be allocated to  participants'  ESOP accounts by their  pariticipating
     employers   as  matching   shares   without   receipt  of   separate   cash
     consideration.

(d)  Pursuant  to  Rule   416(c),   this   registration   statement   covers  an
     inderterminate  amount of interests  to be offered or sold  pursuant to the
     plan.
Part II

               Information required in the registration statement

Item 3.           Incorporation of Documents by Reference.

         The contents of Registration Statement No. 33-38265, except Items 5, 6,
8 and 9 which are superceded by the information  below, are hereby  incorporated
herein by reference.  Prospectuses used in connection with this Plan also relate
to such Registration Statement pursuant to rule 429.

Item 5.           Interests of Named Experts and Counsel.

         Mark D.  Hallenbeck,  Vice  President and General  Counsel of BellSouth
Capital  Funding   Corporation  and  Associate   General  Counsel  of  BellSouth
Corporation, is rendering an opinion regarding the legality of the Common Stock.
Mr.  Hallenbeck may be considered to beneficially own 60,225 shares of BellSouth
Common Stock,  including  interests through various  BellSouth  employee benefit
plans.

Item 6.           Indemnification of Directors and Officers.

         As authorized by the Georgia  Business  Corporation  Code (the "GBCC"),
BellSouth's  Articles  of  Incorporation  limit the  monetary  liability  of its
directors to BellSouth or its  shareholders for any breach of their duty of care
or any other duty as a director except (i) for  misappropriation of any business
opportunity of BellSouth,  (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  shareholders  of BellSouth have adopted
an amendment to the Bylaws  expanding  directors' and officers'  indemnification
rights and have approved a form of Indemnity Agreement which BellSouth may enter
with its  directors or officers.  A person with whom  BellSouth 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
BellSouth,  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 by BellSouth, and
in the event of a "change in control" (as defined in the  Indemnity  Agreement),
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.
BellSouth 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.

         BellSouth's  Bylaws also provide that  BellSouth  shall  indemnify  any
person made or threatened to be made a party to any action (including any action
by or in the right of  BellSouth)  by reason of service as a director or officer
of BellSouth or the Company,  respectively  (or of another entity at BellSouth's
request),  against  liabilities and expenses 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  provision  (with respect to
directors)  in  BellSouth's   Articles  of   Incorporation   and  the  Indemnity
Agreements, as authorized by the shareholders and as described above.

         The  directors and officers of BellSouth and 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)
BellSouth  or the  Company,  as the case may be, is entitled to have paid by the
insurers,  or to have the insurers  reimburse  BellSouth or the Company,  as the
case may be, for amounts  paid by it, in respect of such claims if  BellSouth or
the Company, as the case may be, is required to indemnify officers and directors
for such claims.

Item 8.           Exhibits.

       Exhibit
        Number

          5             Opinion of Mark D. Hallenbeck.

          23            Consent of PricewaterhouseCoopers LLP.

         23a            Consent of Mark D. Hallenbeck (contained in opinion
                        filed as Exhibit 5).

          24            Powers of Attorney.

Item 9.           Undertakings.

(a) The undersigned registrants hereby undertake:

      (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;

          (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; 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 registrants
     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
     therein,  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  registrants  hereby  undertake  that,  for  purposes  of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
BellSouth's  annual  report  pursuant to Section  13(a) or Section  15(d) of the
Securities  Exchange  Act of 1934 and each  filing of the plan's  annual  report
pursuant  to  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
registrants  pursuant to the foregoing  provisions or otherwise  (other than the
insurance policies referred to therein),  the registrants have been advised that
in the  opinion  of the SEC 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 registrants of expenses  incurred or paid by a director,  officer
or  controlling  person of the  registrants  in the  successful  defense  of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants 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.
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-8 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 28th day of
February, 2000.

                               BellSouth Corporation

                               By /s/ W. Patrick Shannon
                                  --------------------------
                                  W. Patrick Shannon
                                  Vice President and Controller

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:
F. Duane Ackerman*
Chief Executive Officer

Principal Financial Officer:
Ronald M. Dykes*
Chief Financial Officer

Principal Accounting Officer:
W. Patrick Shannon*
Controller

Directors:
         F. Duane Ackerman*                John G. Medlin, Jr.*
         Reuben V. Anderson*               Leo F. Mullin*
         James H. Blanchard*               Eugene F. Murphy*
         J. Hyatt Brown*                   Robin B. Smith*
         Armando M. Codina*                C. Dixon Spangler, Jr.*
         Phyllis Burke Davis*              William S. Stavropoulos*
         Kathleen F. Feldstein*            J. Tylee Wilson*

                                *By   /s/ W. Patrick Shannon
                                     --------------------------------------
                                     W. Patrick Shannon
                                     (Individually and as Attorney-in-Fact)
                                     February 28, 2000
Pursuant  to the  requirements  of the  Securities  Act of 1933,  the  BellSouth
Retirement Savings Plan Committe 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 28th day of February 2000.

                           BellSouth Retirement Savings Plan

                           By: /s/ W. Patrick Shannon
                               -----------------------------
                               W. Patrick Shannon
                               Member, BellSouth Retirement
                               Savings Plan Committee
EXHIBIT INDEX

       Exhibit
        Number

          5             Opinion of Mark D. Hallenbeck.

          23            Consent of PricewaterhouseCoopers LLP.

         23a            Consent of Mark D. Hallenbeck (contained in opinion
                        filed as Exhibit 5).

          24            Powers of Attorney.