Bellsouth Corporation

BellSouth Corporation

Note E-Devaluation of Brazilian Currency

We hold equity interests in two wireless communications operations in Brazil. During January 1999, the government of Brazil allowed its currency to trade freely against other currencies. As a result, the Brazilian Real experienced devaluation against the U.S. Dollar. The devaluation resulted in the entities recording exchange losses related to their net U.S. Dollar-denominated liabilities. Our share of the foreign exchange rate losses for the first quarter was $280.

These exchange losses are subject to further upward or downward adjustment based on the fluctuations in the exchange rates between the U.S. Dollar and the Brazilian Real.

In a press release announcing the first quarter 1999 results, BellSouth Corporation provided the following information (as found on the company's Web site):

BellSouth Corporation (NYSE:BLS) reported a 15-percent increase in first quarter earnings per share (EPS) before special items. EPS was 46 cents before a non-cash expense of 14 cents related to Brazil's currency devaluation.

BellSouth Corporation

Normalized Earnings Summary ($ in millions, except per share amounts) (unaudited)

Quarter Ended

3/31/99 3/31/98 % Change

Reported Net Income $615 $892 (31.1%)

Foreign currency loss 280 -

Gain on sale of ITT World Directories - (96)

Normalized Net Income $895 $796 12.4%

Reported