RNS Number:4354E
Bellsouth Corp
25 October 2004



BellSouth Reports Third Quarter Earnings

* 5.7 million long distance customers

* 1.9 million DSL customers

* 25.7 million Cingular Wireless customers

ATLANTA - BellSouth Corporation (NYSE: BLS) announced third quarter 2004
earnings per share (EPS) from continuing operations of 46 cents compared to 48
cents in the third quarter of 2003. Normalized EPS was 49 cents in the third
quarter of 2004 compared to 50 cents in the same quarter a year ago. Normalizing
items included hurricane-related expenses in the wireline business, wireless
merger integration planning costs and a fair value adjustment for the pending
sale of Cingular Interactive assets. See below for further details.

For the quarter, consolidated revenue from continuing operations totaled $5.1
billion. Income from continuing operations was $852 million compared to $894
million in the same quarter a year ago.

In accordance with Generally Accepted Accounting Principles (GAAP), BellSouth's
reported consolidated revenues and consolidated operating expenses from
continuing operations do not include the Company's 40 percent share of Cingular
Wireless. Normalized results from continuing operations are adjusted for
BellSouth's 40 percent proportionate share of Cingular's revenues and expenses
and other normalizing items described below. Normalized revenue was $6.7
billion, reflecting some improvement compared to the third quarter of 2003.
Normalized net income was $893 million compared to $926 million in the same
quarter a year ago.

Operating free cash flow from continuing operations (defined as net cash
provided by operating activities less capital expenditures) totaled $923 million
for the third quarter of 2004. Capital expenditures for continuing operations in
the third quarter of 2004 were $768 million compared to $713 million in the same
period in 2003.

Communications Group

Communications Group revenue was $4.6 billion. Operating margin for the third
quarter of 2004 was 26.3 percent, level with the 2003 full year operating margin
and 40 basis points higher than the 25.9 percent operating margin in the second 
quarter of 2004.

For the quarter ending Sept. 30, total access lines of 21.6 million declined 3.9
percent compared to a year earlier. UNE-P access lines resold by BellSouth
competitors decreased by 54,000 in the third quarter compared to an increase of
188,000 in the same quarter a year ago.

BellSouth added 532,000 mass-market long distance customers during the third
quarter of 2004 and now serves approximately 5.7 million mass-market long
distance customers. These customers represent a 44 percent penetration of
BellSouth's mass-market base and spend an average of approximately $17 per month
on long distance with BellSouth.

For the third quarter, network data revenue was $1.1 billion, an increase of 3.7
percent compared to the same quarter of 2003, driven by DSL. BellSouth added
134,000 net DSL customers during the third quarter of 2004, for a total of
approximately 1.9 million at quarter-end. In September, BellSouth launched
additional incentives and introduced new pricing for FastAccess(R)DSL designed
to increase long-term market penetration.

With the third-quarter launch of our DIRECTV(R) offer, the Company provides a
competitively priced triple-play package of voice, data and entertainment
services. Through Sept. 30, more than 90,000 customers have added DIRECTV(R) to
their communications services packages.

In the third quarter, the hurricanes that hit BellSouth's markets affected more
than 1.2 million residential and business customers. As a result, the Company
incurred approximately $38 million of incremental labor and material costs
during the third quarter. The Company expects to recognize incremental costs in
the $90 million range during the fourth quarter. Impacts to capital are not
expected to affect our guidance. BellSouth's emergency preparations and network
capabilities ensured high levels of service retention and restoration despite
the storm-related damages. To date, fewer than 20,000 lines remain affected, and
BellSouth continues to work around the clock restoring service to these
customers in the hardest-hit areas.

Domestic Wireless/Cingular

For the third quarter, Cingular Wireless added 657,000 net cellular/PCS
customers, bringing its nationwide customer base to 25.7 million. More than 80
percent of net additions were postpaid. Churn remained flat year-over-year at
2.8 percent. BellSouth's share of Cingular's revenue was $1.7 billion in the
third quarter of 2004, a gain of 4.8 percent compared to the same quarter a year
ago. Revenue growth was driven by a 4.3 percent increase in service revenue,
which included a 116 percent increase in cellular/PCS data revenue.

The third quarter operating margin of 12.5 percent was impacted by lower service
ARPU, costs associated with record gross customer additions and higher systems
costs from increased minutes of use.

During the third quarter, Cingular continued to make advances in deploying next-
generation network technologies that will give customers access to high-speed
wireless data services. The company has enabled substantially all of its markets
with EDGE (Enhanced Data for GSM Evolution) high-speed data technology. Cingular
is currently testing integrated voice and data wireless services in a 3G UMTS
(Universal Mobile Telecommunications System) trial.

Cingular's purchase of AT&T Wireless will create the nation's largest wireless
provider with more than 47 million subscribers. Cingular's plans for integration
will position the company as a leader in the wireless industry providing a high-
quality network, excellent customer care and innovative wireless services.
Cingular's management team has experience integrating wireless companies, and as
the two companies' operations are brought together, the number one focus will be
giving customers great service and a seamless transition.

The Cingular/AT&T Wireless transaction will be funded primarily by equity
contributions from Cingular's parent owners. BellSouth's portion of the funding
is approximately $14.5 billion, which will be funded with cash on hand, proceeds
from asset sales and incremental debt. Net incremental financing for this
transaction is expected to be approximately $6 billion.

Advertising & Publishing

Advertising & Publishing revenue was $498 million in the third quarter of 2004,
a decrease of 1.4 percent compared to the same quarter a year ago. Operating
margin for the third quarter of 2004 was 46.0 percent compared to 47.1 percent
in the third quarter of 2003. Segment net income was $141 million compared to
$147 million in the third quarter of 2003.

Discontinued Operations: Latin America Group

In March 2004, BellSouth signed a definitive agreement with Telefonica Moviles,
the wireless affiliate of Telefonica, S.A., to sell BellSouth's interests in its
10 Latin American operations. On Oct. 14, 2004, the company closed the sale of
wireless operations in Ecuador, Guatemala and Panama. Pending required
governmental approvals, the remaining seven properties are expected to close by
the end of 2004.

Following GAAP, the Company's financial statements, as of Sept. 30, 2004,
reflect results for the Latin American segment in the line item titled
Discontinued Operations. For the third quarter, BellSouth reported a loss from
discontinued operations of 3 cents per share compared to income of 2 cents per
share in the third quarter of 2003. Results for the third quarter of 2004
include an after-tax charge of approximately $190 million, or 10 cents per
share, related to an agreement in principle with the other major shareholder of
Telcel, our Venezuelan operation, where we would purchase its 21.8 percent
interest in Telcel and settle all outstanding claims for an aggregate payment of
$617 million. In accordance with our agreement with Telefonica Moviles, we will
sell this interest for approximately $300 million.

The BellSouth consolidated Latin American operations added 583,000 customers in
the third quarter of 2004, for a total of 12.1 million customers served at
quarter-end. Consolidated Latin American operations produced $724 million in
revenue for the third quarter of 2004.

Normalizing Items

In the third quarter of 2004, the difference between reported (GAAP) EPS from
continuing operations and normalized EPS is shown in the following table:


                                                                3Q04                          3Q03

GAAP Diluted EPS - Income from continuing operations           $0.46                         $0.48

Hurricane-related expenses                                     $0.01
     
Wireless merger integration planning costs and fair value 
  adjustment                                                   $0.01

Asset impairment                                                                             $0.02

Normalized Diluted EPS (1)                                     $0.49                         $0.50

(1)  Normalized Diluted EPS for 3Q04 does not sum due to rounding

Hurricane-related expenses - Represents the incremental labor and material costs
incurred during the third quarter related to service restoration and network
repairs in the wireline business due to Hurricanes Charley, Frances, Ivan and
Jeanne.

Wireless merger integration planning costs and fair value adjustment -
Represents BellSouth's 40 percent share of tax-effected wireless merger
integration planning costs of $43 million incurred during the third quarter in
preparation for the Cingular/AWE merger. Also includes a $31 million fair value
adjustment for the announced sale of Cingular  Interactive.

Asset impairment - The third quarter 2003 charge for asset impairment represents
the write-off of capitalized software related to an abandoned systems project.

About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications company headquartered in
Atlanta, GA, and a parent company of Cingular Wireless, the nation's second
largest wireless voice and data provider.

Backed by award-winning customer service, BellSouth offers the most
comprehensive and innovative package of voice and data services available in the
market. Through BellSouth Answers(R), residential and small business customers
can bundle their local and long distance service with dial up and high speed DSL
Internet access, satellite television and Cingular(R) Wireless service. For
businesses, BellSouth provides secure, reliable local and long distance voice
and data networking solutions. BellSouth also offers online and directory
advertising through BellSouth(R) Realpages.com(R) and The Real Yellow Pages(R).

More information about BellSouth can be found at www. bellsouth.com.

Further information about BellSouth and Cingular's third quarter earnings can be
accessed at www.BellSouth.com/investor. The press release, financial statements
and BLS Investor News summarizing highlights of the quarter are available on the
BellSouth Investor Relations website starting today at 8 a.m. Eastern Time (ET).

BellSouth will host a conference call with investors today at 10 a.m. (ET).
Participating will be BellSouth CFO Ron Dykes and Investor Relations Vice
President Nancy Davis. Dial-in information for the conference call is as
follows:

Domestic:      888-370-1863 
International: 706-634-1735

The conference call will also be webcast live beginning at 10 a.m. (ET) on our
website at www.bellsouth.com/investor. The webcast will be archived on our
website beginning at approximately 1 p.m. (ET) today.

A replay of the call will be available beginning at approximately 1 p.m. (ET)
today, through Nov. 1, 2004, and can be accessed by dialing:

Domestic:      800-642-1687 - Reservation number: 9280326 
International: 706-645-9291 - Reservation number: 9280326

In addition to historical information, this document may contain forward-looking
statements regarding events and financial trends. Factors that could affect
future results and could cause actual results to differ materially from those
expressed or implied in the forward-looking statements include: (i) a change in
economic conditions in domestic or international markets where we operate or
have material investments which would affect demand for our services; (ii) the
intensity of competitive activity and its resulting impact on pricing strategies
and new product offerings; (iii) higher than anticipated cash requirements for
investments, new business initiatives and acquisitions; (iv) unfavorable
regulatory actions; (v) currency devaluations and continued economic weakness in
certain international markets in which we operate or have material investments;
and (vi) those factors contained in the Company's periodic reports filed with
the SEC. The forward-looking information in this document is given as of this
date only, and BellSouth assumes no duty to update this information.

This document may also contain certain non-GAAP financial measures. The most
directly comparable GAAP financial measures, and a full reconciliation of non-
GAAP to GAAP financial information, are attached hereto and provided on the
Company's investor relations website, www.BellSouth.com/investor.

For More Information Contact:

LeAnn Hansen Boucher, Media Relations at 404-249-2839 
BellSouth Investor Relations at          800-241-3419


BellSouth Corporation                                                            
Consolidated Statements of Income - Reported Basis (unaudited)                                                          
(amounts in millions, except per share data)                                                            
                                                            
Note to Readers:  See Normalization Earnings Summary and Reconciliation to GAAP 
results on pages 3 and 4 for a summary of unusual items included in Reported 
Basis results.                                                            

                                                                                                           Year-to-Date 
        
                                            3Q04     3Q03     Growth     2Q04     Growth       2004     2003     Growth
Operating Revenues                                                            
     Communications group                 $4,585   $4,626      -0.9%   $4,562       0.5%    $13,632  $13,679       -0.3%
     Advertising and publishing              495      501      -1.2%      507      -2.4%      1,481    1,515       -2.2%
     All other                                15       14       7.1%       14       7.1%         41       40        2.5%
          Total Operating Revenues         5,095    5,141      -0.9%    5,083       0.2%     15,154   15,234       -0.5%
Operating Expenses                                                            
     Cost of services and products         1,881    1,789       5.1%    1,789       5.1%      5,468    5,229        4.6%
     Selling, general &                                         *
      administrative expenses                905      889       1.8%      930      -2.7%      2,744    2,797       -1.9%
     Depreciation and amortization           908      959      -5.3%      914      -0.7%      2,720    2,861       -4.9%
     Provision for restructuring and 
      asset impairments                        -       51    -100.0%        8    -100.0%         21      189      -88.9%
          Total Operating Expenses         3,694    3,688       0.2%    3,641       1.5%     10,953   11,076       -1.1%
Operating Income                           1,401    1,453      -3.6%    1,442      -2.8%      4,201    4,158        1.0%
Interest Expense                             220      234      -6.0%      211       4.3%        646      725      -10.9%
Other Income (Expense), net                  136      161     -15.5%      224     -39.3%        990      706       40.2%
Income from Continuing Operations before 
 Income Taxes, Discontinued                                                            
  Operations and Cumulative Effect 
   of Changes in Accounting Principles     1,317    1,380      -4.6%    1,455      -9.5%      4,545    4,139        9.8%
Provision for Income Taxes                   465      486      -4.3%      516      -9.9%      1,604    1,487        7.9%
Income from Continuing Operations 
 before Discontinued Operations and 
  Cumulative Effect of Changes in 
   Accounting Principles                     852      894      -4.7%      939      -9.3%      2,941    2,652       10.9%
Income (Loss) from Discontinued 
 Operations, net of tax                      (53)      42    -226.2%       57    -193.0%        453      150      202.0%
Income Before Cumulative Effect of 
 Changes in Accounting Principles            799      936     -14.6%      996     -19.8%      3,394    2,802       21.1%
Cumulative Effect of Changes in 
 Accounting Principle                          -        -       N/M*        -       N/M           -      315     -100.0%
            Net Income                       799      936     -14.6%      996     -19.8%      3,394    3,117        8.9%
                                                            
Diluted:                                                            
     Weighted Average Common Shares 
      Outstanding                          1,835    1,851      -0.9%    1,836      -0.1%      1,836    1,854       -1.0%
     Earnings Per Share:                                                       
        Income from Continuing 
         Operations                        $0.46    $0.48      -4.2%    $0.51      -9.8%      $1.60    $1.43       11.9%
       Income from Discontinued 
         Operations                       ($0.03)   $0.02    -250.0%    $0.03    -200.0%      $0.25    $0.08      212.5%
        Cumulative Effect of Changes in 
         Accounting Principles             $0.00    $0.00       N/M     $0.00       N/M       $0.00    $0.17     -100.0%
        Net Income                         $0.44    $0.51     -13.7%    $0.54     -18.5%      $1.85    $1.68       10.1%

* - Not meaningful.           
                                                            
Selected Financial and Operating Data                                                            
                                                            
Operating income                          $1,401   $1,453      -3.6%   $1,442      -2.8%     $4,201   $4,158        1.0%
Operating margin                            27.5%    28.3%  -80  bps     28.4%  -90  bps       27.7%    27.3%    40  bps
                                                            
Declared dividends per share               $0.27    $0.23       17.4%   $0.27        0.0%     $0.79    $0.67       17.9%
Capital expenditures                        $768     $713        7.7%    $731        5.1%    $2,134   $1,978        7.9%
                                                            
Common shares outstanding                  1,831    1,848       -0.9%   1,831        0.0%                    
Book value per share                      $11.94   $10.65       12.1%  $11.75        1.6%                    

                                                         -1-
                                                 

                                           See Accompanying Notes at Page 12


BellSouth Corporation                                                            
Consolidated Statements of Income - Normalized Basis (unaudited)                                                        
(amounts in millions, except per share data)                                                            
                                                            
Note to Readers:  Our reported results, as shown on page 1, are prepared in 
accordance with generally accepted accounting principles (GAAP).  The normalized 
results presented below exclude the impact of certain non-recurring or 
non-operating items, the details of which are provided on pages 3 and 4 of this 
release.  In addition, the normalized results reflect our 40% proportionate 
share of Cingular's results, the presentation of which is not allowed under 
GAAP.  Normalized results exclude discontinued operations from all periods.  
Certain reclassifications have been made to prior periods to conform to the 
current presentation.                                                            

                                                                                                           Year-to-Date 
        
                                            3Q04     3Q03     Growth     2Q04     Growth       2004     2003     Growth
Operating Revenues                                                            
     Communications group                 $4,533   $4,583      -1.1%   $4,510       0.5%    $13,531  $13,556      -0.2%
     Domestic wireless                     1,702    1,624       4.8%    1,662       2.4%      4,941    4,628       6.8%
     Advertising and publishing              495      501      -1.2%      507      -2.4%      1,481    1,515      -2.2%
     All other                                16       14      14.3%      14       14.3%         42       40       5.0%
          Total Operating Revenues         6,746    6,722       0.4%    6,693       0.8%     19,995   19,739       1.3%
Operating Expenses                                                             
     Cost of services and products         2,445    2,392       2.2%    2,320       5.4%      7,104    6,781       4.8%
     Selling, general, & administrative 
      expenses                             1,510    1,462       3.3%    1,519      -0.6%      4,493    4,356       3.1%
     Depreciation and amortization         1,137    1,168      -2.7%    1,140      -0.3%      3,396    3,468      -2.1%
          Total Operating Expenses         5,092    5,022       1.4%    4,979       2.3%     14,993   14,605       2.7%
Operating Income                           1,654    1,700      -2.7%    1,714      -3.5%      5,002    5,134      -2.6%
Interest Expense                             276      290      -4.8%      268       3.0%        816      913     -10.6%
Other Income (Expense), net                    7       25     -72.0%        8     -12.5%         19      118     -83.9%
Income Before Income Taxes                 1,385    1,435      -3.5%    1,454      -4.7%      4,205    4,339      -3.1%
Provision for Income Taxes                   492      509      -3.3%      516      -4.7%      1,486    1,569      -5.3%
            Net Income                      $893     $926      -3.6%     $938      -4.8%     $2,719   $2,770      -1.8%
                                                            
Diluted:                                                            
     Weighted Average Common Shares Outstanding     1,835     1,851      -0.9%    1,836        -0.1%   1,836     1,854  
   -1.0%
     Earnings Per Share                    $0.49    $0.50      -2.0%    $0.51      -3.9%      $1.48    $1.49      -0.7%
                                                            
Selected Financial and Operating Data                                                            
                                                            
Operating income                          $1,654   $1,700      -2.7%   $1,714      -3.5%     $5,002   $5,134      -2.6%
Operating margin                            24.5%    25.3%  -80  bps     25.6% -110  bps       25.0%    26.0% -100  bps

Declared dividends per share               $0.27    $0.23      17.4%    $0.27       0.0%      $0.79    $0.67      17.9%
Capital expenditures                        $768     $713       7.7%     $731       5.1%     $2,134   $1,978       7.9%

Common shares outstanding                  1,831    1,848      -0.9%    1,831       0.0%                    
Book value per share                      $11.94   $10.65      12.1%   $11.75       1.6%                    
Total employees                           63,132   66,182      -4.6%   64,113      -1.5%                    

                                                         -2-


                                           See Accompanying Notes at Page 12


BellSouth Corporation                                                                                     
Normalized Earnings Summary and Reconciliation to Reported Results                                                      
(amounts in millions, except per share data)                                                                            
                                                                                     
Third Quarter 2004                                                                Normalizing Items   

                                                                                 Hurricane-   Merger  
                                                                     Discontinued  related Integration/                 
                                                           Cingular  Operations   Expenses   FV Adj                     
                                                   GAAP       A           F          H         I    Rounding  Normalized
                                                                                     
Operating Revenues                              $5,095  $1,651          $-         $-        $-        $-       $6,746 
Operating Expenses                               3,694   1,466           -        (38)      (29)      (1)        5,092  
Operating Income                                 1,401     185           -         38        29        1         1,654  
Interest Expense                                   220      56           -          -         -        -           276  
Other Income (Expense), net                        136   (129)           -          -         -        -             7  
Income from Continuing Operations before Income                                                                    
        Taxes                                    1,317       -           -         38        29        1         1,385  
Provision for Income Taxes                         465       -           -         15        12        -           492  
Income from Continuing Operations                  852       -           -         23        17        1           893  
Income (Loss) from Discontinued Operations, 
 net of tax                                        (53)      -          53          -         -        -             -  
        Net Income                                $799      $0         $53        $23       $17       $1          $893  
                                 
Diluted Earnings Per Share                       $0.44   $0.00       $0.03      $0.01     $0.01    $0.00         $0.49  
                                 
                                                                                     
                                                                                     
Year-to-Date 2004                                                   Normalizing Items                                   
                                                                                                                     
                                                                                      Hurricane-    Merger      
                                                    Sale of  Discontinued     SC      related   Integration/ 
                                         Cingular   Sonofon   Operations  Settlement  Expenses     FV Adj
                                   GAAP     A          E          F           G          H          I        Normalized 
                                                                                     
Operating Revenues              $15,154   $4,791      $-         $-         $50         $-         $-         $19,995
Operating Expenses               10,953    4,110       -          -          (3)       (38)       (29)         14,993
Operating Income                  4,201      681       -          -          53         38         29           5,002
Interest Expense                    646      170       -          -           -          -          -             816
Other Income (Expense), net         990     (509)   (462)         -           -          -          -              19
Income from Continuing Operations 
before Income Taxes               4,545        2    (462)         -          53         38         29           4,205
Provision for Income Taxes        1,604        2    (167)         -          20         15         12           1,486
Income from Continuing Operations 2,941        -    (295)         -          33         23         17           2,719   
Income (Loss) from Discontinued 
 Operations, net of tax             453        -       -       (453)          -          -          -               -
        Net Income               $3,394       $0   ($295)     ($453)        $33        $23        $17          $2,719   
Diluted Earnings Per Share        $1.85    $0.00  ($0.16)    ($0.25)      $0.02      $0.01      $0.01           $1.48   
                                                         -3-
                           
                                           See Accompanying Notes at Page 5

BellSouth Corporation                                                                                     
Normalized Earnings Summary and Reconciliation to Reported Results                                                      
(amounts in millions, except per share data)                                                                            
                                                                                     
                                                                                     
Third Quarter 2003                                                 Normalizing Items                                    
                       
                                                                         Asset   Discontinued 
                                                           Cingular   Impairment  Operations
                                                  GAAP         A          J          F       Normalized

Operating Revenues                              $5,141    $1,581         $-         $-         $6,722
Operating Expenses                               3,688     1,386        (52)         -          5,022
Operating Income                                 1,453       195         52          -          1,700 
Interest Expense                                   234        56          -          -            290
Other Income (Expense), net                        161      (136)         -          -             25
Income from Continuing Operations before Income                                                                         
 Taxes                                          1,380          3         52          -          1,435
Provision for Income Taxes                         486         3         20          -            509
Income from Continuing Operations                  894         -         32          -            926
Income (Loss) from Discontinued Operations, 
net of tax                                         42          -          -        (42)             -
Income Before Cumulative Effect of Changes in                                                                           
  Accounting Principles                            936         -         32        (42)           926
Cumulative Effect of Changes in Accounting 
 Principles                                          -         -          -          -              -
        Net Income                                $936        $0        $32       ($42)          $926
                
Diluted Earnings Per Share *                     $0.51     $0.00      $0.02     ($0.02)         $0.50
                        
* Normalized earnings per share for third quarter 2003 does not sum due to 
rounding.                                                                                     
                                                                                     
                                                                                     
Year-to-Date 2003                                                    Normalizing Items                                  
                         
                                                         A&P               Pension/ Discontinued    Asset               
                                           Cingular Acctg.Change  FAS143  Severance  Operations  Impairment             
                                  GAAP        A          B           C       D            F          J       Normalized 
                                                                                     
Operating Revenues             $15,234   $4,505         $-          $-      $-           $-         $-         $19,739 
Operating Expenses              11,076    3,722          -           -    (141)           -        (52)         14,605
Operating Income                 4,158      783          -           -     141            -         52           5,134
Interest Expense                   725      188          -           -       -            -          -             913
Other Income (Expense), net        706     (588)         -           -       -            -          -             118
Income from Continuing 
Operations before Income Taxes   4,139        7          -           -     141            -         52           4,339
Provision for Income Taxes       1,487        7          -           -      55            -         20           1,569
Income from Continuing 
Operations                       2,652        -          -           -      86            -         32           2,770
Income (Loss) from 
 Discontinued Operations,                    
 net of tax                       150         -          -           -       -         (150)         -               -
Income Before Cumulative 
Effect of Changes in                                                                                     
 Accounting Principles          2,802         -          -           -      86         (150)        32           2,770
Cumulative Effect of Changes 
 in Accounting Principles         315         -        501        (816)      -            -          -               - 
        Net Income             $3,117        $0       $501       ($816)    $86        ($150)       $32          $2,770
                 
Diluted Earnings Per Share *    $1.68     $0.00      $0.27      ($0.44)  $0.05       ($0.08)     $0.02           $1.49  
                                                                                     
* Normalized earnings per share for year-to-date 2003 does not sum due to 
rounding.                                                                                     
                                                                                     
                                                         -4-

                                           See Accompanying Notes at Page 5

BellSouth Corporation          
Notes to Normalized Financial and Operating Data (pages 3 and 4)          
(amounts in millions, except per share data)          
          
Our normalized earnings have been adjusted for the following:          
     
(a)  The periods presented have been adjusted to include our 40% proportional 
     share of Cingular Wireless' operating results, net of eliminations for 
     amounts charged by other BellSouth companies to Cingular.     
               
(b)  Change in method of accounting related to our directory publishing business      
     from the issue basis method to the deferral method - The 2003 amount is a 
     one-time charge to net income of $501.     
               
(c)  Adoption of Financial Accounting Standard No. 143 (FAS 143) - Represents a 
     one-time charge related to the adoption of new accounting rules associated 
     with obligations related to the retirement of long-lived assets.  The 
     adjustment resulted in a one-time increase to net income of $816.     
               
(d)  Pension/Severance Costs - During 2003, the number of employees who 
     voluntarily separated and elected to receive lump-sum retirement benefits 
     exceeded thresholds that require current recognition of deferred losses 
     related to these employees.  These costs include $33 after-tax of severance 
     related costs.     
               
(e)  Gain related to the sale of our operations in Denmark.     
     
(f)  Discontinued Operations - In March 2004, we announced our intention to sell 
     our Latin American properties.  Accordingly, the prior period results have 
     been recast to reflect the Latin American operations as Discontinued 
     Operations and excluded from normalized results.  The year-to-date period 
     in 2004 includes $357 in net income tax benefit representing the 
     recognition of book over tax basis differential in connection with the           
     announced sale of these properties.  The third quarter 2004 results include 
     an after-tax charge of $190 related to the buyout of the other major 
     shareholder in Telcel, our Venezuelan operation and the settlement of all 
     outstanding claims with this shareholder.     
     
(g)  SC Regulatory Settlement - In April 2004, BellSouth entered into a 
     settlement agreement with the South Carolina Consumer Advocate with respect 
     to previously disclosed litigation (See 2003 10K for further discussion).  
     The settlement required among other things, that BellSouth refund $50 to 
     its South Carolina customers.  The refund was recognized in the first      
     quarter 2004 as a reduction to revenue.
     
(h)  Hurricane-related Expenses - Represents the incremental labor and material 
     costs incurred during the 3rd quarter related to service restoration and 
     network repairs in the wireline business due to Hurricanes Charley, 
     Frances, Ivan and Jeanne.      
     
(i)  Wireless merger intergration planning costs and fair value adjustment- 
     Represents BellSouth's 40% share of tax-effected wireless merger 
     integration planning costs of $43 incurred during the 3rd quarter in 
     preparation for the Cingular/AWE merger.  Also includes a $31 fair value 
     adjustment for the announced sale of Cingular Interactive.     
     
(j)  Asset Impairment - The third quarter 2003 charge for asset impairment 
     represents the write-off of capitalized software related to an abandoned 
     systems project.     

                                        -5-


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

                                             September 30,     December 31,     Change vs.     June 30,      Change vs.
                                                      2004             2003     Prior Year         2004   Prior Quarter
Assets
Current Assets:
     Cash and cash equivalents                      $9,200           $4,556         $4,644       $6,216          $2,984
     Accounts receivable, net of allowance for       2,546            2,870           (324)       2,436             110
       uncollectibles of $331, $496, and $338
     Material and supplies                             316              375            (59)         319              (3)
     Other current assets                              842            1,048           (206)         870             (28)
     Assets of discontinued operations               3,977                0          3,977        3,928              49
          Total Current Assets                      16,881            8,849          8,032       13,769           3,112

Investments and Advances                             8,768            8,552            216        8,638             130
Property, Plant and Equipment, net                  21,971           23,807         (1,836)      22,104            (133)
Deferred Charges and Other Assets                    6,113            5,855            258        6,033              80
Goodwill                                               249              342            (93)         249               0
Intangible Assets, net                               1,507            2,297           (790)       1,501               6

Total Assets                                       $55,489          $49,702         $5,787      $52,294          $3,195

Liabilities and Shareholders' Equity                
Current Liabilities:                                   
     Debt maturing within one year                  $3,048           $3,491          ($443)      $3,262           ($214)
     Accounts payable                                  970            1,339           (369)         883              87
     Other current liabilities                       3,150            3,628           (478)       3,301            (151)
     Liabilities of discontinued operations          2,674                0          2,674        2,469             205
          Total Current Liabilities                  9,842            8,458          1,384        9,915             (73)

Long-Term Debt                                      13,142           11,489          1,653       10,341           2,801

Noncurrent Liabilities:
     Deferred income taxes                           6,314            5,349            965        6,180             134
     Other noncurrent liabilities                    4,327            4,694           (367)       4,342             (15)
          Total Noncurrent Liabilities              10,641           10,043            598       10,522             119

Shareholders' Equity:
     Common stock, $1 par value                      2,020            2,020              0        2,020               0
     Paid-in capital                                 7,790            7,729             61        7,748              42
     Retained earnings                              18,421           16,540          1,881       18,126             295
     Accumulated other comprehensive income           (470)            (585)           115         (460)            (10)
     Shares held in trust and treasury              (5,897)          (5,992)            95       (5,918)             21
          Total Shareholders' Equity                21,864           19,712          2,152       21,516             348

Total Liabilities and Shareholders' Equity         $55,489          $49,702         $5,787      $52,294          $3,195


                            See Accompanying Notes at Page 12

                                       -6- 


BellSouth Corporation
Consolidated Statements of Cash Flows (unaudited)
(amounts in millions, except per share data)

                                                                                                       Year-To-Date
                                                                      3Q04     3Q03      2Q04         2004       2003
Cash Flows from Operating Activities:
Income from Continuing Operations                                   $  852   $  894    $  939      $ 2,941    $ 2,652
Adjustments to income from continuing operations:
     Depreciation and amortization                                     908      959       914        2,720      2,861
     Provision for uncollectibles                                       90      111        80          285        398
     Net losses (earnings) of equity affiliates                        (73)     (79)     (151)        (328)      (427)
     Deferred income taxes                                             137      294       434          740        800
     Net (gains) losses on sale or impairment of equity securities       6       (1)        -            9          7
     Pension income                                                   (121)    (134)     (121)        (363)      (401)
     Pension settlement (gains) losses                                   -        -         -            -         87
     Stock-based compensation expense                                   29       32        30           87         92
     Asset impairments                                                   -       52         -            -         52
     (Gain) loss on sale/disposal of operations                          -        -         -         (462)         -
Net change in:                                                        
     Accounts receivable and other current assets                     (147)     (55)     (110)        (271)         8
     Accounts payable and other current liabilities                    (88)     164        43           (4)       288
     Deferred charges and other assets                                  19      122       (52)         (58)       253
     Other liabilities and deferred credits                             28      (97)       17           48       (133)
Other reconciling items, net                                            51        6        46          144         18

 Net cash provided by operating activities                           1,691    2,268     2,069        5,488      6,555

Cash Flows from Investing Activities:                                 
Capital expenditures                                                  (768)    (713)     (731)      (2,134)    (1,978)
Investments in debt and equity securities                              (87)      (6)     (276)        (503)       (27)
Proceeds from sale of securities and operations                          6        1         -          565         27
Proceeds from repayments of loans and advances                          20        -         -          129      1,899
Settlement of derivatives on advances                                    -        -         -          (17)      (352)
Other investing activities, net                                         (8)     (10)       10           (3)       (11)

 Net cash provided by (used for) investing activities                 (837)    (728)     (997)      (1,963)       (442)

Cash Flows from Financing Activities:
Net borrowing (repayments) of short-term debt                           73      (25)       23         (266)       (423)
Proceeds from long-term debt                                         2,993        -       696        3,689           -
Repayments of long-term debt                                          (524)    (280)     (214)        (745)     (1,836)
Dividends paid                                                        (493)    (424)     (457)      (1,407)     (1,183)
Purchase of treasury shares                                              -        -       (99)         (99)       (322)
Other financing activities, net                                         (3)       7         3           48          29

 Net cash used for financing activities                              2,046     (722)      (48)       1,220      (3,735)

Net Increase/(Decrease) in Cash from Continuing Operations           2,900      818     1,024        4,745       2,378
Net Increase/(Decrease) in Cash from Discontinued Operations            84       85      (176)        (101)        165
 Net Increase (Decrease) in Cash and Cash Equivalents                2,984      903       848        4,644       2,543
Cash and Cash Equivalents at Beginning of Period                     6,216    4,122     5,368        4,556       2,482
Cash and Cash Equivalents at End of Period                        $  9,200  $ 5,025   $ 6,216      $ 9,200     $ 5,025


                            See Accompanying Notes at Page 12

                                       -7-


BellSouth Corporation
Results by Segment (amounts in millions)(unaudited)

Communications Group (1)

                                                                                                    Year-To-Date
                                              3Q04     3Q03     Growth     2Q04     Growth     2004     2003     Growth 
Operating Revenues
     Voice                                  $3,121   $3,204      -2.6%   $3,153      -1.0%   $9,443   $9,538      -1.0%
     Data                                    1,145    1,104       3.7%    1,116       2.6%    3,353    3,259       2.9%
     Other                                     361      360       0.3%      334       8.1%    1,009    1,033      -2.3%
          Total Operating Revenues           4,627    4,668      -0.9%    4,603       0.5%   13,805   13,830      -0.2%
Operating Expenses                           
     Cost of services and products           1,783    1,720       3.7%    1,730       3.1%    5,258    5,057       4.0%
     Selling, general, & administrative        729      755      -3.4%      778      -6.3%    2,279    2,287      -0.3%
     expenses                                                                                                     
     Depreciation and amortization             898      949      -5.4%      903      -0.6%    2,689    2,830      -5.0%
          Total Operating Expenses           3,410    3,424      -0.4%    3,411       0.0%   10,226   10,174       0.5%
Segment Operating Income                     1,217    1,244      -2.2%    1,192       2.1%    3,579    3,656      -2.1%
Interest Expense                                94       98      -4.1%       89       5.6%      274      317     -13.6%
Other Income (Expense), net                      7        7       0.0%        7       0.0%       20       28     -28.6%
Income Before Income Taxes                   1,130    1,153      -2.0%    1,110       1.8%    3,325    3,367      -1.2%
Provision for Income Taxes                     416      426      -2.3%      408       2.0%    1,222    1,252      -2.4%
          Segment Net Income (1)              $714     $727      -1.8%     $702       1.7%   $2,103   $2,115      -0.6%


Selected Financial and Operating Data     

(amounts In millions)
Segment operating income                    $1,217   $1,244      -2.2%   $1,192       2.1%   $3,579   $3,656     -2.1%
Segment operating margin                     26.3%    26.6%    -30 bps    25.9%     40 bps    25.9%    26.4%   -50 bps
                                                     
Long distance revenues                        $524     $381      37.5%     $479       9.4%   $1,443     $943     53.0%
Access minutes of use                       22,801   23,390      -2.5%   22,753       0.2%   68,847   69,238     -0.6%
Capital expenditures                          $724     $692       4.6%     $713       1.5%   $2,049   $1,923      6.6%
(amounts in thousands)                      
Wholesale lines                              3,070    2,507      22.5%    3,139      -2.2%
DSL customers                                1,872    1,336      40.1%    1,738       7.7%
LD customers                                 5,663    3,440      64.6%    5,131      10.4%

Consumer ARPU (4)                           $56.80   $53.35       6.5%   $55.47       2.4%


                            See Accompanying Notes at Page 12
     
                                       -8-


BellSouth Corporation
Results by segment (unaudited)
Supplemental Operating Data (in thousands)

Communications Group - Network Access Lines In Service Reported (a)

                                                       3Q04     3Q03     Growth     2Q04     Growth
Access lines 
     Residence 
          Retail
               Primary                               11,816   12,670      -6.7%   11,876      -0.5%
               Additional                             1,388    1,671     -16.9%    1,447      -4.1%
               Total Retail Residence                13,204   14,341      -7.9%   13,323      -0.9%
          Wholesale
               Resale                                   114      198     -42.4%      127     -10.2%
               UNE-P                                  2,082    1,534      35.7%    2,149      -3.1%
               Total Wholesale Residence              2,196    1,732      26.8%    2,276      -3.5%
     Total Residence                                 15,400   16,073      -4.2%   15,599      -1.3%

     Business 
          Retail                            
               Total Retail Business                  5,264    5,484      -4.0%    5,282      -0.3%
          Wholesale                                  
               Resale                                    61       75     -18.7%       63      -3.2%
               UNE-P                                    752      654      15.0%      740       1.6%
               Total Wholesale Business                 813      729      11.5%      803       1.2%
     Total Business                                   6,077    6,213      -2.2%    6,085      -0.1%
     
     Other Retail/Wholesale Lines
               Retail                                    38      113     -66.4%       42      -9.5%
               Wholesale                                 61       46      32.6%       60       1.7%
     Total Other Retail/Wholesale Lines                  99      159     -37.7%      102      -2.9%
     Total Access Lines in Service                   21,576   22,445      -3.9%   21,786      -1.0%

     ISDN line equivalents
               Residence                                 10       14     -28.6%       11      -9.1%
               Business                               1,462    1,445       1.2%    1,477      -1.0%
     Total ISDN Adjusted ALIS                        23,048   23,904      -3.6%   23,274      -1.0%
Access Line Equivalents (b)
     Selected digital data services: 
               Unbundled Loops                          326      353      -7.6%      343      -5.0%
               DSO & ADSL                            11,493    8,301      38.5%   10,695       7.5%
               DS1                                    7,594    7,089       7.1%    7,475       1.6%
               DS3 & higher                          32,643   31,342       4.2%   32,547       0.3%
     Total digital data lines in service             52,056   47,085      10.6%   51,060       2.0%
                                                           
Total equivalent access lines in service             75,104   70,989       5.8%   74,334       1.0%

(a) Prior period operating data are often revised at later dates to reflect 
    updated information. The above information reflects the latest data 
    available for the periods indicated.

(b) Access line equivalents represent a conversion of non-switched data circuits 
    to a switched access line basis and is presented for comparability purposes. 
    Equivalents are calculated by converting high-speed/high-capacity circuits 
    to the equivalent of a switched access line based on transport capacity. 
    While the revenues generated by access line equivalents have a directional 
    relationship with these counts, revenue growth rates cannot be compared to 
    line growth rates on an equivalent basis.

                    See Accompanying Notes at Page 12

                                       -9-



BellSouth Corporation                                                            
Results by Segment (amounts in millions) (unaudited)                                                            
                                                            
Domestic Wireless Segment (1)(a)                                                            
                                                            
                                                                                                     Year-To-Date   
                                     3Q04        3Q03     Growth     2Q04      Growth         2004       2003     Growth
                                                            
Operating Revenues                                                            
   Service revenues (2)            $1,534      $1,471      4.3%     $1,521       0.9%        $4,478     $4,275      4.7%
   Equipment and other revenues       168         153      9.8%        141      19.1%           463        353     31.2%
        Total Operating Revenues    1,702       1,624      4.8%      1,662       2.4%         4,941      4,628      6.8%
Operating Expenses                                                            
   Cost of services and products      651         643      1.2%        579      12.4%         1,814      1,666      8.9%
   Selling, general, & 
   administrative expenses            609         577      5.5%        585       4.1%         1,742      1,571     10.9%
   Depreciation and amortization      229         209      9.6%        226       1.3%           676        607     11.4%
        Total Operating Expenses    1,489       1,429      4.2%      1,390       7.1%         4,232      3,844     10.1%
Segment Operating Income              213         195      9.2%        272     -21.7%           709        784     -9.6%
Interest Expense                       80          79      1.3%         80       0.0%           239        261     -8.4%
Other Income (Expense), net          (46)        (44)     -4.5%       (52)      11.5%         (145)      (114)    -27.2%
Income Before Income Taxes             87          72     20.8%        140     -37.9%           325        409    -20.5%
Provision for Income Taxes             33          28     17.9%         51     -35.3%           123        160    -23.1%
        Segment Net Income (1)        $54         $44     22.7%        $89     -39.3%          $202       $249    -18.9%
                                                            
                                                            
Selected Financial and Operating Data                       

(amounts in millions, except customer data in thousands)                                                            
                                                                  
Segment operating income             $213        $195      9.2%       $272     -21.7%          $709       $784     -9.6%
Segment operating margin            12.5%       12.0%    50 bps      16.4%   -390 bps         14.3%      16.9%  -260 bps
Cellular/PCS Operating Metrics 
  (100% Cingular):                                                            
   Total Customers                 25,672      23,385      9.8%     25,044       2.5%        25,672     23,385      9.8%
   Net Customer Additions             657         745    -11.8%        428      53.5%         1,639      1,474     11.2%
   Partitioned Customers and/or 
   Adjustments                       (29)           0       N/M        (2)   -1350.0%             6       (14)    142.9%
   Churn                             2.8%        2.8%     0 bps       2.7%     10 bps          2.7%       2.6%    10 bps
   Wireless Service ARPU (3)       $49.78      $52.43     -5.1%     $50.32      -1.1%        $49.36     $52.12     -5.3%
   Minutes Of Use Per Subscriber      537         456     17.8%        523       2.7%           516        436     18.3%
   Licensed POPs (4)                  243         236      3.0%        243       0.0%           243        236      3.0%
   Penetration (4)                  11.4%       10.6%    80 bps      11.1%     30 bps         11.4%      10.6%    80 bps
Cingular Interactive Operating 
  Metrics:                                                            
   Total Customers                    653         788    -17.1%        735     -11.2%           653        788    -17.1%
   Net Customer Additions            (82)           -       N/M        (33)   -148.5%         (136)       (29)       N/M
                                                            
                                                            
(a)   The domestic wireless segment is comprised of BellSouth's 40% share of the reported results of Cingular Wireless. 
                                                     
                                                     - 10 -

BellSouth Corporation                                                            
Results by Segment (amounts in millions) (unaudited)                                                            
                                                            
Advertising & Publishing (1)                                                            
                                                            
                                                            
                                                                                                     Year-To-Date       
                                     3Q04        3Q03     Growth     2Q04      Growth         2004       2003     Growth
                
Operating Revenues                                                            
   Advertising and publishing 
   revenues                           471         475      -0.8%      466        1.1%        1,403      1,436      -2.3%
   Commission revenues                 27          30     -10.0%       45      -40.0%           88         92      -4.3%
        Total Operating Revenues      498         505      -1.4%      511       -2.5%        1,491      1,528      -2.4%
Operating Expenses                                                            
   Cost of services                    89          94      -5.3%       90       -1.1%          259        254       2.0%
   Selling, general, & 
   administrative expenses            173         168       3.0%      167        3.6%          496        522      -5.0%
   Depreciation and amortization        7           5      40.0%        7        0.0%           21         19      10.5%
        Total Operating Expenses      269         267       0.7%      264        1.9%          776        795      -2.4%
Segment Operating Income              229         238      -3.8%      247       -7.3%          715        733      -2.5%
Interest Expense                        2           1     100.0%        2        0.0%            6          5      20.0%
Other Income (Expense), net             -           -       N/M*        1     -100.0%            1          1       0.0%
Income Before Income Taxes            227         237      -4.2%      246       -7.7%          710        729      -2.6%
Provision for Income Taxes             86          90      -4.4%       96      -10.4%          272        276      -1.4%
        Segment Net Income(1)        $141        $147      -4.1%     $150       -6.0%         $438       $453      -3.3%
                                                            
Segment operating income             $229        $238      -3.8%     $247       -7.3%         $715       $733      -2.5%
Segment operating margin            46.0%        47.1%  -110 bps    48.3%    -230 bps        48.0%      48.0%      0 bps
                                                            
* - Not meaningful.                                                            


                                                     - 11 -


BellSouth Corporation     
Notes     
     
(1) Segment net income (loss) is based on normalized results which exclude
    certain one-time transactions and certain corporate intercompany billings. 
    Intersegment revenues are not eliminated for purposes of management 
    reporting.  
       
(2) Wireless service revenues includes activation fees, access, airtime, 
    roaming, long distance and value added services.  Roaming revenues are
    included on a gross basis for the Domestic Wireless segment.  Average
    monthly revenue per customer is calculated by dividing average monthly 
    service revenue by average customers.
     
(3) Management uses average revenue per unit (ARPU) as an indicator of operating
    performance of the business. Consumer ARPU - is defined as consumer revenues
    during the period divided by average primary access lines during the period.
    Wireless Service ARPU - Cellular/PCS is defined as Cellular/PCS service 
    revenues during the period divided by average Cellular/PCS subscribers 
    during the period.  This metric is used to compare the recurring revenue
    amounts being generated on our network to prior periods and internal 
    targets.  We believe that each of these metrics provides useful information
    concerning the performance of our initiatives to attract and retain high
    value customers and the use of our network.
     
(4) Licensed POPs refers to the number of people residing in areas where 
    Cingular and its partners, Salmon and T-Mobile USA, Inc., have licenses to 
    provide cellular or PCS service, including the New York City metropolitan 
    area, and in areas where Cingular has not yet commenced service, such as the 
    Salt Lake City area.  Penetration calculation is based upon licensed 
    operational POPs of 226 million. The New York City metropolitan area is
    included in the penetration calculation, beginning in the third quarter of 
    2002
     
                                                     - 12 -
     
     
BellSouth Corporation                                        
Non-GAAP Measures - Reconciliation                                        
(amounts in millions) (unaudited)                                        

Segment Net Income Reconciliation to GAAP Net Income     
                                   
                                                                                                 Year-to-Date         
                                                          3Q04       3Q03       2Q04           2004         2003     
Communications group segment net income                   $714       $727       $702         $2,103       $2,115      
Domestic wireless group segment net income                  54         44         89            202          249      
Advertising and publishing group segment net income        141        147        150            438          453      
Corporate, eliminations and other                         (16)          8        (3)           (24)         (47)     
Normalized net income                                      893        926        938          2,719        2,770      
  Add back Excluded non-recurring or                                                      
  non-operational items (a)                               (94)         10         58            675          347      
Consolidated GAAP net income                              $799       $936       $996         $3,394       $3,117      


               Free Cash Flow                                                                    Year-to-Date  
                                                          3Q04       3Q03       2Q04           2004         2003
Net cash provided by operating activities               $1,691     $2,268     $2,069         $5,488       $6,555 
  Less Capital Expenditures                              (768)      (713)      (731)        (2,134)      (1,978)
Operating Free Cash Flow                                  $923     $1,555     $1,338         $3,354       $4,577 
                                   

               Net Debt                                   
                                                     September 30,      December 31,      June 30,                      
                                                              2004              2003          2004                
Total Debt                                                 $16,190           $14,980       $13,603                
  Less Cash                                                (9,200)           (4,556)       (6,216)               
Net Debt                                                    $6,990           $10,424        $7,387                
                                   
                                   
Communications Group Operating Income before Depreciation and Amortization                       Year-to-Date  
                                                          3Q04       3Q03       2Q04           2004         2003
Operating Revenues                                      $4,627     $4,668     $4,603        $13,805      $13,830      
Operating Income                                         1,217      1,244      1,192          3,579        3,656      
  Add back Depreciation and amortization                   898        949        903          2,689        2,830      
Operating Income before Depreciation and Amortization   $2,115     $2,193     $2,095         $6,268       $6,486      
Margin                                                   45.7%      47.0%      45.5%          45.4%        46.9%     

(a)  See pages 3 and 4 for detail of excluded items.                                        
                                        

                                                     - 13 -


                      This information is provided by RNS
            The company news service from the London Stock Exchange

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