BELLSOUTH RETIREMENT SAVINGS PLAN
                                
      AS AMENDED AND RESTATED EFFECTIVE AS OF JULY 1, 1996
                                
               BELLSOUTH RETIREMENT SAVINGS PLAN

This Plan represents the amendment and restatement of the
BellSouth Retirement Savings Plan.  Except as otherwise provided
herein or by applicable law, the effective date of this amendment
and restatement is July 1, 1996.

This Plan consists of two parts--(l) a profit sharing plan which
includes a qualified cash or deferred arrangement and which is
intended to qualify as such under Code sections 401(a), 401(k)
and 401(m) and related sections of the Code and (2) an employee
stock ownership plan which is designed as a stock bonus plan to
invest primarily in BellSouth Shares and which is intended to
qualify as such under Code sections 401(a), 401(m) and 4975(e)(7)
and related sections of the Code.

Further, this Plan is intended to comply with the applicable
provisions of the Code and ERISA and accordingly  will be
interpreted in accordance with those provisions, including any
official reports, announcements or temporary or final regulations
issued thereunder, and will be amended retroactively, if
necessary, to satisfy such provisions as of their effective
dates.
                BELLSOUTH RETIREMENT SAVINGS PLAN
                                
      AS AMENDED AND RESTATED EFFECTIVE AS OF APRIL 1, 1996
                                
                        TABLE OF CONTENTS

                                                             Page

Section 1.     Purpose.                                        1

Section 2.     Definitions; Construction.                      2

Section 3.     Participation.                                 18

Section 4.     Contributions.                                 21

Section 5.     Allocation and Crediting of Contributions.     29

Section 6.     Limitation Rules.                              33

Section 7.     Investment Directions.                         38

Section 8.     Maintenance and Valuation of Accounts; ESOP 
                Loan Allocations.                             41

Section 9.     Distribution; Withdrawal.                      43

Section 10.    Loans                                          53

Section 11.    Restorals of Forfeited Amounts.                56

Section 12.    Administration By Trustee.                     58

Section 13.    Election to Voluntarily Suspend Contributions. 59

Section 14.    Leave of Absence; Layoff; Absence on Account
                of Sickness or Disability.                    60

Section 15.    Change to Non-Management Employee; Transfer
                to Another Participating Company; Transfer 
                to an Affiliate or Subsidiary Not a
                Participating Company; Change to Separate
                Participating Company; Change to Consolidated
                Participating Company; Other Interchange 
                Employees.                                    61

Section 16.    Designation of Beneficiaries; Spousal Consent;
               Definition of Spouse; Distributions upon Death.63

Section 17.    Benefits Not Assignable; Qualified Domestic
                Relations Orders.                             65

Section 18.    Expenses.                                      66

Section 19.    Modification or Merger of Plan.                67

Section 20.    Termination of Contributions under Plan;
                Liquidation of the Plan.                      68

Section 21.    Notices to Participating Employees;
                Administrative Notices.                       70

Section 22.    Adoption of the Plan by a Participating Company.71

Section 23.    Administration and Interpretation of Plan.     73

Section 24.    Top-Heavy Provisions.                          75

Section 25.    Special Rules Applicable In Event of Certain
                Natural Disasters.                            77


Section 1.     Purpose.

The purpose of the BellSouth Retirement Savings Plan is to
provide a convenient way for Employees of Participating
Companies, first, to save for their retirement on a regular and
long-term basis and, second, to acquire an ownership interest in
BellSouth.

This Plan is not a contract of employment. Thus, participation in
this Plan shall not give any person either the right to be
retained as an Employee or, upon his termination of employment,
the right to any interest in the Trust Fund other than his
interest as expressly set forth in this Plan.
Section 2.     Definitions; Construction.

     1.   Definitions  For purposes of this Plan, the following
terms shall have the following meanings:

     "Account" shall mean the separate account maintained for
each Participating Employee which represents his total
proportionate interest in the Trust Fund as of any Business Day.
Each Participating Employee's Account shall consist of an
After-Tax Basic Account, an After-Tax Supplemental Account,  a
Before-Tax Basic Account, a Before-Tax Supplemental Account, a
Matching Account, an ESOP Account, a Profit Sharing Account, a
Qualified Non-Elective Contributions Account and a Rollover
Account, all as described in this Plan, as applicable, and such
other subaccounts as the Committee shall deem necessary or
appropriate for the proper administration of this Plan.

     "ACP" shall mean for each Plan Year the average contribution
percentage as calculated under Code section 401(m)(3) and,
generally, means as to (a) the group of Eligible Employees who
are Highly Compensated Employees for such Plan Year and (b) the
group of all other Eligible Employees for such Plan Year, the
average (expressed as a percentage) of the Contribution
Percentages of the Eligible Employees in each such group.

     "ACP Limit" shall mean for each Plan Year the same as the
ADP Limit, except such limit shall be applied subject to the
regulations under Code sections 401(k) and 401(m) regarding the
multiple use of the alternative limitations and the term ACP
shall be substituted for ADP in such definition.

     "Actual Deferral Percentage" shall mean for each Plan Year
the ratio (expressed as a percentage) of Before-Tax Contributions
made on behalf of an Eligible Employee and, to the extent
designated by the Committee, Qualified Non-Elective Contributions
(excluding any Qualified Non-Elective Contributions counted for
purposes of the ACP) paid to the Trustee for such Plan Year, to
the Eligible Employee's Compensation for such Plan Year. For
purposes of determining the Actual Deferral Percentage of an
Eligible Employee who is a Highly Compensated Employee described
in Code section 414(q)(6)(A), the Before-Tax Contributions and
Compensation of the Eligible Employee shall include the
Before-Tax Contributions and Compensation of his family members
(as defined in Code section 414(q)(6)(B)), and such family
members shall not be taken into account in determining the ADP
for Eligible Employees who are not Highly Compensated Employees
except to the extent required by the regulations under Code
section 401(k).

     AAdoption Agreement@ shall mean the agreement by which,
subject to approval by the Senior Officer for Human Resources of
BellSouth, either  (a) one or more Affiliates join the
Consolidated Plan and become Consolidated Participating
Companies, or (b) one or more Affiliates or a Subsidiary (and its
affiliates) adopt a Separate Plan and become Separate
Participating Companies. In lieu of using an actual Adoption
Agreement, the Senior Officer for Human Resources of BellSouth,
in his sole discretion, may provide for a Consolidated
Participating Company's adoption of the Consolidated Plan through
the use of resolutions and schedules attached to the Consolidated
Plan document, and the term "Adoption Agreement" as used herein
shall be deemed to reference and include such documents;
provided, however, if a Consolidated Participating Company wishes
to adopt any terms and conditions which differ from those as set
forth in this amended and restated Plan document, such
Consolidated Participating Company must adopt the Consolidated
Plan using a formal Adoption Agreement.

     The term AAdoption Agreement@ shall include and incorporate
herein, as part of the Plan, all existing Adoption Agreements
entered into as part of the Retirement Savings Plan.
Notwithstanding the foregoing, however, such existing Adoption
Agreements (i) shall remain in effect only with respect to
Participating Companies= elections as to the definition of
Eligible Compensation and any Schedules of withdrawal,
distribution and vesting provisions attached to such Adoption
Agreements, and (ii) shall be invalidated with respect to
Participating Companies= elections as to Normal Retirement Age,
Plan loans and the ability to make Profit Sharing Contributions
for Plan Years on and after January 1, 1996.  With respect to
such invalidated elections, the terms and conditions of this
amended and restated Plan document shall control; provided,
however, that Participating Companies may, with the consent of
the Committee, enter into a new Adoption Agreement to provide for
Profit Sharing Contributions on and after January 1, 1996.
Nothing contained herein shall prevent a Participating Company
from amending (with the consent of the Committee) an Adoption
Agreement with respect to those provisions which are not
invalidated above.

     "ADP" shall mean for each Plan Year the average actual
deferral percentage as calculated under Code section 401(k)(3)
and, generally, means as to (a) the group of Eligible Employees
who are Highly Compensated Employees and (b) the group of all
other Eligible Employees for such Plan Year, the average
(expressed as a percentage) of the Actual Deferral Percentages of
the Eligible Employees in each such group.

     "ADP Limit" shall mean for each Plan Year that (a) the ADP
for Eligible Employees who are Highly  Compensated Employees for
such Plan Year does not exceed 125% of the ADP for all other
Eligible Employees for such Plan Year, or (b) the excess of the
ADP for Eligible Employees who are Highly Compensated Employees
for such Plan Year over the ADP for all other Eligible Employees
for such Plan Year is not more than two percentage points, and
the ADP for Eligible Employees who are Highly Compensated
Employees for such Plan Year is not more than twice the ADP for
all other Eligible Employees for such Plan Year; provided, the
ADP Limit shall be determined (as a group) with respect to all
Consolidated Participating Companies (as a group) and,
separately, with respect to each Subsidiary (and its Affiliates)
that is a Participating Company.

     "Affiliate" shall mean at any time (a) BellSouth, (b) any
corporation which at such time is a member of a controlled group
of corporations as defined in Code section 414(b) which includes
BellSouth, (c) any trade or business, whether incorporated or
unincorporated, which at such time is considered to be under
common control as defined in Code section 414(c) with BellSouth,
(d) any person or organization which at such time is a member of
an affiliated service group as defined in Code section 414(m)
with BellSouth, and (e) any other entity required to be
aggregated with BellSouth pursuant to regulations under Code
section 414(o).  A similar determination of "Affiliate" shall be
made for each Subsidiary that is a Participating Company and,
when used herein, shall be specifically identified as a
Subsidiary's Affiliate.

     "After-Tax Basic Account" shall mean the subaccount
established to account for the After-Tax Basic Contributions made
by a Participating Employee and the investment earnings and
losses on such contributions.

     "After-Tax Basic Contributions" shall mean the contributions
made by a Participating Employee under Section 4.1(b)(i) of this
Plan.

     "After-Tax Contributions" shall mean the After-Tax Basic
Contributions and the After-Tax Supplemental Contributions made
by a Participating Employee.

     "After-Tax Supplemental Account" shall mean the subaccount
established to account for the After-Tax Supplemental
Contributions made by a Participating Employee and the investment
earnings and losses on such contributions, and which shall also
include amounts transferred to the Plan from the Participating
Employee=s After-Tax Account under the Retirement Savings Plan.

     "After-Tax Supplemental Contributions" shall mean the
contributions made by a Participating Employee under Section
4.1(b)(ii) of this Plan.

     "Before-Tax Basic Account" shall mean the subaccount
established to account for the Before-Tax Basic Contributions
made on behalf of a Participating Employee and the investment
earnings and losses on such contributions, and which shall also
include amounts transferred to the Plan from the Participating
Employee=s Before-Tax Basic Account under the Retirement Savings
Plan.

     "Before-Tax Basic Contributions" shall mean the
Contributions made by a Participating Company on behalf of a
Participating Employee under Section 4.1(a)(i) of this Plan.

     "Before-Tax Contributions" shall mean the Before-Tax Basic
Contributions and the Before-Tax Supplemental Contributions made
on a Participating Employee's behalf.

     "Before-Tax Supplemental Account" shall mean the subaccount
established to account for the Before-Tax Supplemental
Contributions made on behalf of a Participating Employee and the
investment earnings and losses on such contributions, and which
shall also include amounts transferred to the Plan from the
Participating Employee=s Before-Tax Supplemental Account under
the Retirement Savings Plan.

     "Before-Tax Supplemental Contributions" shall mean the
contributions made by a Participating Company on behalf of a
Participating Employee under Section 4.1(a)(ii) of this Plan.
     "BellSouth" shall mean BellSouth Corporation, a Georgia
corporation, and any successor to BellSouth Corporation.

     "BellSouth Shares" shall mean shares of the common stock of
BellSouth.

     "BellSouth Shares Fund" shall mean the investment fund
described in the Trust Agreement consisting of BellSouth Shares
other than the ESOP Fund.

     "Break in Service" shall mean (a) for eligibility purposes,
any 12-consecutive month period beginning on an Employee's
employment commencement date or an anniversary of such employment
commencement date during which the Employee does not complete
more than 500 Hours of Service and (b) for purposes of Section
11, (i) each Plan Year beginning after December 31, l988 during
which an Employee does not complete more than 500 Hours of
Service and (ii) each Plan Year beginning before January 1, 1989
during which (A) class year vesting was in effect under this Plan
and (B) an Employee was not performing services for an Affiliate
or Subsidiary on the last day of such Plan Year. Solely for
purposes of determining whether an Employee has incurred a Break
in Service after December 31, 1988, each Employee will be
credited with 45 Hours of Service for each week during an absence
from work for any period by reason of

          (1)  the Employee's pregnancy,

          (2)  the birth of the Employee's child,

          (3)  the placement of a child with the Employee in
          connection with the adoption of such child by the
          Employee, or

          (4)  caring for such child for a period beginning
          immediately following such birth or placement;

provided, no hours will be credited for such absence unless such
Employee timely furnishes to the Committee such evidence of the
nature and duration of such absence as may be required by the
Committee. The hours to be credited for such a child related
absence shall be credited (to the extent of such absence in such
Plan Year or 6-consecutive month eligibility period) exclusively
to the Plan Year, with respect to Section 11, or to the
6-consecutive month eligibility period, with respect to
eligibility, in which the absence from work begins, but only to
the extent such credit is needed to prevent such Employee from
incurring a Break in Service in such period under the rules set
forth as part of this definition, or, if no such credit is needed
to prevent a Break in Service in that period, the hours to be
credited for such a child related absence shall be credited (to
the extent of such absence in such immediately following Plan
Year or 6-consecutive month eligibility period) exclusively to
such immediately following  Plan Year or 6-consecutive month
eligibility period, as the case may be.

     "Business Day" shall mean each day on which the Trustee
operates and is open to the public for its business. If more than
one trust is used as a funding vehicle for the Plan, Business Day
shall be determined by reference to the institutional Trustee;
provided, if there is more than one institutional Trustee, the
Committee shall designate and specify the institutional Trustee
with respect to which Business Day shall be determined.

     "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

     "Committee" shall mean the Savings Plan Committee described
in Section 23.2 of this Plan.

     "Compensation" shall mean, with respect to a Participating
Employee, the lesser of the amounts described in clauses (a) and
(b), as follows:  (a) the total of (1) all of the Participating
Employee's wages, as defined in Code section 3401(a), that are
reportable by BellSouth and the other Affiliates for federal
income tax purposes on IRS Form W-2, plus (2) all before-tax,
salary deferral or reduction contributions made to the Plan and
other Code section 401(k) and section 125 plans of the Affiliates
on behalf of the Participating Employee for such Plan Year
(including any contributions made under Code section 402(e)(3),
402(h) or 403(b)); provided, on a plan year-by-plan year basis,
the Committee may elect to use any other definition of
"Compensation" that satisfies the nondiscrimination requirements
of Code section 414(s); and (b) for Plan Years (or other
applicable periods) beginning after December 31, 1993, $150,000
($200,000 for Plan Years beginning after December 31, 1988 and
prior to January 1, 1994), as adjusted by the Secretary of the
Treasury under Code section 401(a)(17) for cost-of-living
increases. In determining the Compensation of a Participating
Employee for purposes of the $150,000 (or $200,000, as
applicable) limitation, the rules of Code section 414(q)(6) shall
apply; provided, for purposes of applying said rules, the term
"family" shall include only the spouse of the Participating
Employee and lineal descendants of the Participating Employee who
have not attained age 19 before the close of the year.
Compensation shall be determined on a plan-by-plan basis and,
within each plan, with respect to all Affiliates (as a group)
and, separately, with respect to each Subsidiary (and its
Affiliates).

     "Consolidated Participating Company" shall mean each
Affiliate that adopts this Plan pursuant to the terms of Sections
22.1 and 22.2, such that it participates in the Consolidated
Plan.

     "Consolidated Plan" shall mean the BellSouth Retirement
Savings Plan, as in effect from time to time and as adopted and
maintained (pursuant to the terms of Sections 22.1 and 22.2) by
BellSouth and other Affiliates and Subsidiaries as one single
plan (within the meaning of Code section 414(1)). The
Consolidated Plan shall consist of (a) a copy of this Plan
document and all schedules hereto, and (b) the Adoption
Agreements of all of the Affiliates participating in the
Consolidated Plan, reflecting the special terms applicable to the
Consolidated Participating Companies' participation in the Plan.

     "Contribution Percentage" shall mean for each Plan Year the
ratio (expressed as a percentage) of After-Tax Contributions and
Matching Contributions (and, if elected by the Committee under
Code section 401(m)(3), Before-Tax Contributions and/or Qualified
Non-Elective Contributions) made by or on behalf of an Eligible
Employee for such Plan Year to the Eligible Employee's
Compensation for such Plan Year.  For purposes of determining the
Contribution Percentage of an Eligible Employee who is a Highly
Compensated Employee described in Code section 414(q)(6)(A), the
contributions and Compensation of the Eligible Employee shall
include the contributions and Compensation of his family members
(as defined in Code section 414(q)(6)(B)), and such family
members shall not be taken into account in determining the ACP
for Eligible Employees who are not Highly Compensated Employees
except to the extent required by the regulations under Code
section 401(m).

     "Disability" shall mean, for purposes of Section 9.5(a)(i),
the inability of a Participating Employee to engage in any
substantially gainful activity at his customary level of
compensation or competence and responsibility as an Employee due
to any medically determined physical or mental impairment which
may be expected to result in death or to be permanent.  The
Committee shall have exclusive responsibility for determining
whether a person is disabled based on a consideration of all the
facts and circumstances which in its absolute discretion it deems
pertinent and its determination shall be conclusive.

     AEligibility Service@ shall mean the number of months that a
Participating Employee has been employed by a Participating
Company, Affiliate or a Subsidiary which has adopted the Plan.
For these purposes, an Employee shall be credited with one month
of service if he is credited with one Hour of Service during that
month.  Eligibility Service may include service creditable under
the provisions of an Interchange Agreement or acquisition or
merger agreement.  In the event an Employee terminates employment
or has an unpaid leave of absence, and is subsequently reemployed
or returns to active service, prior Eligibility Service shall be
credited upon reemployment if the Participant returns to active
service before experiencing a Break in Service.

     "Eligible Compensation" shall mean for each Eligible
Employee of a Participating Company, (a) the sum of such
Employee's base salary, lump sum merit awards and incentive
compensation (other than awards under any long or short term
incentive plan for senior management) received from the
Participating Company as determined from the Participating
Company's payroll records prior to any deferrals under Section
4.1(a) of this Plan, excluding overtime, shift differentials and
other premium pay, or (b) such other meaning as set forth in the
applicable Adoption Agreement.  Notwithstanding anything
contained herein to the contrary, (1) the Eligible Compensation
which is taken into account under this Plan for any Plan Year
beginning after December 31, 1993 shall not exceed $150,000
($200,000 for Plan Years beginning after December 31, 1988 and
prior to January 1, 1994),  as adjusted in accordance with the
family attribution rules under Code section 401(a)(17) and for
cost of living increases in accordance with Code section
401(a)(17); and (2) for purposes of allocating Profit Sharing
Contributions, AEligible Compensation@ shall have the same
meaning as is attributed to the term ACompensation@ under this
Section 2.1, or such other definition of AEligible Compensation@
that satisfies the nondiscrimination requirements of Code
Section 414(s).

     "Eligible Employee" shall mean an Employee (a) who has
attained age 21, (b) who is a regular Employee in the active
service of a Participating Company (on a full-time or part-time
basis) and (c) who has completed at least 6 months of Eligibility
Service with one or more than one, (i) Participating Company,
Affiliate or a Subsidiary which has adopted the Plan, (ii) an
Interchange Company (if the applicable Interchange Agreement
covers such Employee and provides that this Plan shall recognize
such Employee's service with that Interchange Company),
(iii) Houston Cellular Telephone Company (after April 4, 1989),
and (iv) Los Angeles Cellular Telephone Company (after April 4,
1989). An Employee shall be deemed an  Eligible Employee for the
purpose of participation in this Plan if, (1) at any time prior
to January 1, 1984, such Employee was eligible to participate in
the Bell System Savings Plan for Salaried Employees or the Bell
System Savings and Security Plan, or (2) at any time prior to the
adoption of this Plan by the Employee's Participating Company,
such Employee was eligible to participate in a Predecessor Plan
or any other qualified defined contribution plan sponsored by the
Employee's Participating Company and he is an Employee of such
Participating Company immediately before its adoption of this
Plan. Notwithstanding the foregoing, (A) any Non-Management
Employee employed by a Participating Company which has adopted
the Savings and Security Plan shall not be eligible to
participate in this Plan; (B) any Management Employee who was
employed by a Participating Company on March 31, 1996 and who had
not yet attained age 21, shall become an Eligible Employee as of
the first date he meets the other requirements of this Section,
without regard to his age on such date; and (C) an Employee shall
not be an Eligible Employee if he is (i) a "leased employee"
within the meaning of Code section 414(n), (ii) otherwise paid by
a leasing organization rather than by a Participating Company,
(iii) treated as an independent contractor by his Participating
Company, (iv) a nonresident alien employed outside the United
States who receives no U.S. source income, or (v) unless
otherwise provided in the Adoption Agreement, included in a unit
of Employees covered by a collective bargaining agreement between
employee representatives and an Affiliate or Subsidiary.  An
Eligible Employee who has terminated employment and who is
reemployed by a Participating Company shall become an Eligible
Employee upon his reemployment.

     "Eligible Participant" shall mean for each Plan Year each
Eligible Employee employed by a Participating Company on the last
day of such Plan Year.

     "Employee" shall mean any person employed as an employee by
an Affiliate or Subsidiary, including an individual who is a
"leased employee" within the meaning of Code section 414(n).

     "Enrollment Date" shall mean the first day of each calendar
month.

     "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time.

     "ESOP" shall mean the part of this Plan which is intended to
qualify as an employee stock ownership plan under Code sections
401(a) and 4975(e)(7) and related sections of the Code.

     "ESOP Account" shall mean the subaccount established to
account for each Participating Employee's interest in the ESOP
Fund.

     "ESOP Company" shall mean a Participating Company which
participates in the ESOP, as set forth on Schedule A, which shall
be amended from time to time.

     "ESOP Dividends" shall mean the cash dividends on BellSouth
Shares which are applied to repay an ESOP Loan.

     "ESOP Fund" shall mean the investment fund which consists of
BellSouth Shares which have been released from the ESOP Loan
Suspense Account for periods beginning after June 30, 1989 or
which otherwise have been purchased with Matching Contributions
for periods beginning after December 31, 1989, or both, the
investment earnings on such BellSouth Shares and any cash set
aside to purchase BellSouth Shares and the investment earnings
thereon, for periods beginning after December 31, 1989.

     "ESOP Loan" shall mean a loan or other extension of credit
to the Trustee which satisfies the requirements of Code section
4975(d)(3), ERISA section 408(b)(3) and the regulations related
to such sections, the proceeds of which are used by the Trustee
(a) to purchase BellSouth Shares for the ESOP, (b) to refinance
another ESOP Loan or (c) to repay another ESOP Loan.

     "ESOP Loan Suspense Account" shall mean a separate fund
within the Trust Fund established by the Trustee which consists
of the BellSouth Shares  acquired with the proceeds of an ESOP
Loan which have not been released to the ESOP Fund and the income
other than ESOP Dividends) on such shares.

     "Excess Aggregate Contributions" shall mean for each Plan
Year the excess of (a) the aggregate amount of After-Tax
Contributions and Matching Contributions (and, if elected by the
Committee under Code section 401(m)(3), Before-Tax Contributions)
paid into this Plan for such Plan Year and allocated to the
Accounts of Highly Compensated Employees over (b) the maximum
amount that could be allocated to the Accounts of Highly
Compensated Employees for such Plan Year without violating the
ACP Limit, all as described in Code section 401(m)(2).

     "Excess Contributions" shall mean for each Plan Year the
excess of (a) the aggregate amount of Before-Tax Contributions
paid into the Plan for such Plan Year and allocated to the
Accounts of Highly Compensated Employees over (b) the maximum
amount of Before-Tax Contributions that could be allocated to the
Accounts of Highly Compensated Employees for such Plan Year
without violating the ADP Limit, all as described in Code section
401(k)(3).
     
     "Highly Compensated Employee" shall be determined for all
Consolidated Participating Companies (as a group) and,
separately, for each Subsidiary (and its Affiliates) which is a
Participating Company and shall mean each Employee of an
Affiliate who is described in subsections (a)(1), (2), (3) or (4)
below, as modified by subsections (b), (c), (d) and (e) hereof:

     a.   General Rule.

          (1)  An Employee who at any time during the current
     Plan Year or the immediately preceding Plan Year owned (or
     was considered as owning within the constructive ownership
     rules of Code '318 as modified by Code '416(i)(1)(B)(iii))
     more than 5 percent of the outstanding stock of a corporate
     Affiliate or stock possessing more than 5 percent of the
     total combined voting power of all stock of a corporate
     Affiliate or more than 5 percent of the capital or profits
     interest in a noncorporate Affiliate; or

          (2)  An Employee who at any time during the immediately
     preceding Plan Year:

                (i) received Compensation from an Affiliate in
          excess of $75,000 (as adjusted by the Secretary of
          Treasury under Code '414(q) (which references Code
          '415(d)) and the regulations promulgated thereunder for
          cost of living increases); or

               (ii) received Compensation from an Affiliate in
          excess of $50,000 (as adjusted by the Secretary of
          Treasury under Code '414(q) (which references Code
          '415(d)) and the regulations promulgated thereunder for
          cost of living increases) and during the same Plan Year
          was within the group consisting of the most highly
          compensated 20 percent of the Employees of all
          Affiliates;

     provided, BellSouth may elect with respect to any Plan Year
     (A) to change the "$75,000" dollar amount in subsection
     (a)(2)(i) to "$50,000", and (B) to disregard subsection
     (a)(2)(ii) in its entirety, as long as at all times during
     such Plan Year BellSouth and its Affiliates maintain
     significant business activities and employ employees in at
     least two significantly separate geographical areas, and
     BellSouth and its Affiliates satisfy such other conditions
     as may be required under Code '414(q)(12) and regulations
     promulgated thereunder; or

          (3)  An Employee who at any time during the immediately
     preceding Plan Year was an officer of an Affiliate whose
     Compensation for the Plan Year was greater than 50 percent
     of the dollar limitation in effect under Code '415(b)(1)(A)
     for the calendar year in which the Plan Year ends, where the
     term "officer" means an administrative executive in regular
     and continual service with an Affiliate; provided, in no
     event shall the number of officers exceed the lesser of
     subsections (i) or (ii) of this subsection (a)(3), where:

               (i)  equals 50; and

               (ii) equals the greater of 3 employees or 10
          percent of the number of Employees (including leased
          employees as defined in Code '414(n)) of any Affiliate
          during the Plan Year.

     If for any year no officer meets the requirements of this
     subsection (a)(3), the highest paid officer for the Plan
     Year shall be considered a person who satisfies the
     requirements of this subsection (a)(3); or

          (4)  An Employee who at any time during the current
     Plan Year meets the requirements of subsection (a)(2) or (3)
     above and whose Compensation for the current Plan Year is
     such that the Employee was in the group of the 100 Employees
     being paid the greatest amount of Compensation by all
     Affiliates.

     b.   Excluded Employees.  For purposes of subsections
(a)(2)(ii) and (a)(3) hereof, the following may be excluded when
determining the most highly compensated 20 percent of the
Employees and the total number of officers, respectively, of an
Affiliate:

          (1)  Employees who have not completed 6 months of
     service;

          (2)  Employees who normally work fewer than 17-1/2
          hours per week;

          (3)  Employees who normally work during not more than 6
          months during any Plan Year; and

          (4)  Employees who have not attained age 21.

     c.   Family Rules.  For purposes of this Section, if any
Employee is a member of the family of a 5 percent owner as
defined in subsection (a)(1) hereof or a member of the family of
a Highly Compensated Employee whose Compensation is such that he
is among the ten Highly Compensated Employees receiving the
greatest amount of Compensation from all Affiliates during the
Plan Year, then (1) the Employee shall not be considered a
separate employee, and (2) any Compensation paid to the Employee,
and any applicable contribution or benefit on behalf of the
Employee, shall be treated as if it were paid to, or on behalf
of, the 5 percent owner or the Employee who is among the ten
Highly Compensated Employees receiving the greatest amount of
Compensation from all Affiliates during the Plan Year.  For
purposes of this subsection (c), the term "family" means with
respect to any Employee, the Employee's spouse, lineal
descendants or ascendants and the spouses of such lineal
descendants or ascendants.

     d.   Former Employees.  For purposes of this Section, a
former Employee shall be treated as a Highly Compensated Employee
if (1) the former Employee was a Highly Compensated Employee at
the time the Employee separated from service with all Affiliates
or (2) the former Employee was a Highly Compensated Employee at
any time after he attained age 55.

     e.   Nonresident Aliens.  For purposes of this Section,
nonresident aliens who receive no earned income from an Affiliate
which constitutes income from sources within the United States
(as described in Code '414(q)(11)) shall not be treated as
Employees.

     f.   Compliance with Code '414(q).  The determination of who
is a "Highly Compensated Employee", including all of the parts of
that definition, shall be made in accordance with Code '414(q)
and the regulations promulgated thereunder.

     "Hour of Service" shall mean each hour for which an Employee
is entitled to credit in accordance with Section 2530.200b-2(a)
of the U.S. Department of Labor Rules and Regulations for Minimum
Standards for Employee Pension Benefit Plans for working and
nonworking hours for which he is paid as determined in accordance
with Section 2530.200b-2(b) and (c) of such rules and
regulations. For example:

     a.   An Hour of Service shall be each hour for which an
Employee is paid, or entitled to payment, for the performance of
duties for a Participating Company, an Affiliate or Subsidiary
during the applicable computation period;

     b.   An Hour of Service shall be each hour (1) for which an
Employee is paid, or entitled to payment, by a Participating
Company, an Affiliate or Subsidiary on account of a period of
time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to
holiday, illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence, and (2) for which an
Employee is required to be provided leave under the Uniformed
Services Employment and Reemployment Rights Act of 1994.
Notwithstanding the preceding sentence, (i) no more than 501
Hours of Service are required to be credited under this clause
(b) to an Employee on account of any single continuous period
during which the Employee performs no duties (whether or not such
period occurs in a single computation period); (ii) an hour for
which an Employee is directly or indirectly paid, or entitled to
payment, on account of a period during which no duties are
performed is not required to be credited to the Employee if such
payment is made or due under a plan maintained solely for the
purpose of complying with applicable workmen's compensation or
unemployment compensation or disability insurance laws; and (iii)
Hours of Service are not required to be credited for a payment
which solely reimburses an Employee for medical or medically
related expenses incurred by the Employee

     c.   An Hour of Service is each hour for which back pay,
irrespective of mitigation of damages, is either awarded or
agreed to by a Participating Company, an Affiliate or Subsidiary.
The same Hours of Service shall not be credited both under
Paragraph (a) or Paragraph (b), as the case may be, and under
this Paragraph (c).

     In lieu of actually recording each Hour of Service which is
completed by an Employee whose hours are not required to be
counted and reported under any Federal law, such as the Fair
Labor Standards Act, each Employee will be credited with 45 Hours
of Service for each week in which he completes at least one Hour
of Service.

     "Interchange Agreement" shall mean any agreement between a
Participating Company and an Interchange Company which provides
for the interchange of benefit obligations between the
Participating Company and such Interchange Company.

     "Interchange Company" shall mean a company, other than a
Participating Company, which is a party to an Interchange
Agreement and any affiliate or subsidiary of such company
identified in that Interchange Agreement.

     "Management Employee" shall mean an Employee (a) who is
classified as a "salaried employee" under the personnel policies
and practices of BellSouth or the Affiliate or Subsidiary which
employs such individual, (b) whose pay is determined based on a
monthly or annual rate, and (c) whose position is not subject to
automatic wage progression.

     AManagement Savings Plan@ shall mean the BellSouth
Management Savings and Employee Stock Ownership Plan adopted
effective April 1, 1985, last amended and restated effective
January 1, 1994, into which the Retirement Savings Plan was
merged, effective as of April 1, 1996.  The Management Savings
Plan survives in the form of the Plan.

     "Matching Account" shall mean the subaccount established to
account for the Matching Contributions made on behalf of a
Participating Employee and the investment earnings and losses on
such contributions which are not allocable to the Participating
Employee=s ESOP Account, and which shall also include amounts
transferred to the Plan from the Company Matching Contributions
Account under the Retirement Savings Plan.

     "Matching Contributions" shall mean contributions to this
Plan made in cash or BellSouth Shares by each Participating
Company on behalf of each Participating Employee under Section
4.2(a) of this Plan.

     "Non-ESOP Company" shall mean a Participating Company which
does not participate in the ESOP, as set forth on Schedule A,
which shall be amended from time to time.

     "Non-Management Employee" shall mean an Employee (a) who is
not classified as a "salaried employee" under the personnel
policies and practices of BellSouth or the Affiliate or
Subsidiary which employs such individual, (b) whose pay is not
determined based on a monthly or annual rate, or (c) whose
position is subject to automatic wage progression.

     "Normal Retirement Age" for each Eligible Employee shall
mean age 65 or, for a Participant in a Separate Plan, such
earlier age as is specified in the applicable Adoption Agreement.

     "Participating Company" shall mean BellSouth and each
Affiliate or Subsidiary which shall have determined by resolution
of its Board of Directors or equivalent governing body to adopt
this Plan pursuant to Section 22. "Participating Company" shall
include and refer to either and/or both a Consolidated
Participating Company and a Separate Participating Company, as
set forth on Schedule A, which shall be amended from time to
time.

     "Participating Employee" shall mean each individual (a)(i)
who is an Eligible Employee (or former Eligible Employee) who has
elected to participate in this Plan, (ii) who is an Employee (or
former Employee) on whose behalf amounts held in a Predecessor
Plan shall have been transferred to an Account in this Plan under
Section 3.3 or (iii) solely for purposes of Sections 9.2, 9.3, 10
and 15, who is an employee of Bell Communications Research, Inc.,
or (iv) for whom contributions have been made for a Plan Year,
and (b) whose Account has not been fully distributed.

     "Plan" shall mean this BellSouth Retirement Savings Plan as
in effect from time to time and, where the context requires, the
Plan or Predecessor Plan as previously in effect. Unless
otherwise specified or clear from the context, APlan@ shall
include and refer to either and/or both the Consolidated Plan and
a Separate Plan.

     "Plan Rules" shall mean those rules and procedures
established from time to time by the Committee, or administrative
practice.

     "Plan Year" shall mean the calendar year or, for a Separate
Plan, such other period specified in such Plan=s Adoption
Agreement.

     "Predecessor Plan" shall mean (a) the BellSouth Savings Plan
for Salaried Employees, (b) the BellSouth Enterprises Retirement
Savings Plan, and (c) any Qualified Savings Plan sponsored by a
Participating Company, the assets of which are transferred to
this Plan in accordance with Plan Rules as a result of the
acquisition of the Participating Company by BellSouth, an
Affiliate or a Subsidiary or as a result of the Participating
Company's adoption of this Plan.

     "Processing Date" shall mean the Business Day established by
administrative practice for the purpose of processing
distributions and withdrawals, even if actual processing is made
at a later date due to delays in the valuation, administration or
any other procedure.

     "Profit Sharing Account" shall mean the subaccount
established to account for Profit Sharing Contributions made by a
Participating Company on behalf of an Eligible Participant and
the investment earnings and losses on such contributions, and
which shall include those amounts transferred to the Plan from a
Participating Employee=s Profit Sharing Account under the
Retirement Savings Plan.

     "Profit Sharing Contributions" shall mean contributions to
this Plan made in accordance with the terms of Section 4.2(b), by
a Participating Company on behalf of each Eligible Employee
employed by such Participating Company.

     "Qualified Non!Elective Contributions" shall mean
contributions to this Plan made by a Participating Company under
Section 4.2(c) of this Plan.

     "Qualified Non!Elective Contributions Account" shall mean
the subaccount established to account for the Qualified
Non!Elective Contributions made by a Participating Company on
behalf of an Eligible Participant and the investment earnings and
losses on such contributions, and which shall also include those
amounts transferred to the Plan from a Participating Employee=s
Qualified Non-Elective Contributions Account under the Retirement
Savings Plan.

     "Qualified Savings Plan" shall mean a defined contribution
plan qualified under Code section 401(a) whose trust or other
funding arrangement is exempt from tax under Code section 501,
and which is acceptable to the Committee, in its discretion, for
purposes of the transfer of assets from such plan to this Plan or
the transfer of assets from this Plan to such plan.

     "Retirement Savings Plan" shall mean the BellSouth
Enterprises Retirement Savings Plan which was adopted effective
January 1, 1989, last amended and restated effective January 1,
1994, and merged into and with the Management Savings Plan,
effective as of April 1, 1996.

     "Rollover Account" shall mean the subaccount established to
account for the rollover contributions made by a Participating
Employee under Section 3.5 of this Plan and the investment
earnings and losses on such rollover contributions, and which
shall also include amounts transferred to the Plan from the
Participating Employee=s Rollover Account under the Retirement
Savings Plan.

     "Savings and Security Plan" shall mean the BellSouth Savings
and Security Plan adopted effective January 1, 1984, as in effect
from time to time.

     "Separate Participating Company" shall mean each Affiliate
(other than BellSouth) or Subsidiary that adopts this Plan
pursuant to the terms of Section 22.1 and 22.3, such that it
participates in a Separate Plan.

     "Separate Plan" shall mean the BellSouth Retirement Savings
Plan, as in effect from time to time and as adopted and
maintained (pursuant to the terms of Sections 22.1 and 22.3) by
one or more Affiliates (other than BellSouth) or a Subsidiary and
its affiliates, as a single plan (within the meaning of Code
Section 414(l)) separate and distinct from the Consolidated Plan.
A Separate Plan shall consist of (a) a copy of this Plan document
and (b) the Adoption Agreement(s) of all of the Affiliates, or of
the Subsidiary and its affiliates, participating therein.

     "Subsidiary" shall mean any corporation (other than an
Affiliate) of which more than 50% of the voting stock is owned
directly or indirectly by BellSouth, or a partnership, joint
venture or other trade or business of which 50% of the profits or
capital interest is owned directly or indirectly by BellSouth.

     "Trust Agreement" shall mean the trust agreement between
BellSouth and the Trustee referred to in Section 12 of this Plan,
or any successor to such agreement.

     "Trustee" shall mean the trustee or trustees serving from
time to time under the Trust Agreement.

     "Trust Fund" shall mean the assets of every kind and
description held under the Trust Agreement.

     "Trust-To-Trust Transfer" shall mean a transfer made in
accordance with procedures approved by the Committee of assets or
cash proceeds from the sale of assets, other than amounts deemed
to be accumulated deductible employee contributions within the
meaning of Code Section 72(o)(5), (1) from the trust or other
funding arrangement of a Qualified Savings Plan or the BellSouth
Employee Stock Ownership Plan to the Trust Fund, which assets
shall be held under this Plan in the name of the Participating
Employee whose interest is being transferred, or (2) from the
Trust Fund to the trust or other funding arrangement of a
Qualified Savings Plan, which assets thereafter shall be held
under the terms of such Qualified Savings Plan.

     "Units" shall mean the Units referred to in Section 8.2 of
this Plan.

     "Year of Vesting Service" shall mean a Plan Year during
which an Employee completes at least 1,000 Hours of Service.  For
purposes of determining an Employee=s Years of Vesting Service,
the term "Hours of Service" shall be deemed to include (1) such
hours attributable to employment with a Participating Company,
Affiliate or Subsidiary, (2) such hours attributable to
employment with an Interchange Company (if the applicable
Interchange Agreement covers such Employee and provides that the
Plan shall recognize such Employee's service with that
Interchange Company), (3) such hours attributable to employment
with Houston Cellular Telephone Company after April 4, 1989, and
(4) such hours attributable to employment with Los Angeles
Cellular Telephone Company after April 4, 1989.

2.   Construction.  Unless the context clearly requires
otherwise, the masculine pronoun whenever used shall include the
feminine and neuter pronoun, and the singular shall include the
plural and the plural shall include the singular. Section
headings are included for convenience of reference and are not
intended to add to or subtract from the terms of the Plan. All
references to Sections and to Paragraphs shall be to Sections and
Paragraphs of this Plan unless another reference is specified.

Section 3.     Participation.

     1.   Election to Participate.

     a.   An Eligible Employee may elect in advance to become a
Participating Employee in this Plan, effective as of the
Enrollment Date immediately following the date on which he became
an Eligible Employee, by authorizing contributions under Section
4.1 and directing the investment of such contributions under
Section 7 in accordance with Plan Rules.

     b.   An Eligible Employee who, on June 30, 1996, actively
participated in the Plan shall continue to be a Participating
Employee in this amended and restated Plan. Each such Eligible
Employee's authorized contributions and investment directions as
in effect on June 30, 1996 shall remain in effect for this
amended and restated Plan until changed.

     2.   Election Not to Participate.  An Employee may make an
election not to participate in the Plan.  Such election may be
made by virtue of an employment agreement or other written
document.

     3.   Transfers from a Predecessor Plan. An individual with
respect to whom amounts held in a Predecessor Plan shall have
been transferred to an Account in this Plan shall become a
Participating Employee in this Plan upon such transfer with
respect to such transferred amounts; however, no such individual
shall be eligible to elect contributions under Section 4.1 or to
receive an allocation of contributions under Section 4.2 unless
he is also an Eligible Employee and he satisfies the requirements
for such elections and allocations. A Participating Employee's
vested interest in such transferred amounts shall be determined
in accordance with the terms of this Plan or such Predecessor
Plan, whichever is more favorable.

     4.   Trust-to-Trust Transfers.

     a.   Change From Non-Management to Management Status.  An
Employee who was a participant in the Savings and Security Plan
and who becomes an Eligible Employee shall have the value of his
account in such plan, if any, automatically transferred to this
Plan in accordance with the terms of such plan and Plan Rules
through a Trust-to-Trust Transfer.

     b.    Transfer From Interchange Company, Affiliate or
Subsidiary not a Participating Company. An Eligible Employee who
commences employment with a Participating Company within a period
of 30 days following his termination of employment with an
Interchange Company or an Affiliate or Subsidiary which is not a
Participating Company and who has elected to participate in this
Plan in accordance with Section 3.1 may further elect a
Trust-To-Trust Transfer to this Plan from a Qualified Savings
Plan maintained by such Interchange Company, Affiliate or
Subsidiary, and any such election shall be effective if made in
accordance with Plan Rules, and any Interchange Agreement which
may be applicable. A Participating Employee's vested interest in
such transferred amounts shall be determined in accordance with
the terms of this Plan unless otherwise specified in any
applicable Interchange Agreement.

     c.   Transfer from PAYSOP.  A Participating Employee who is
a participant in the BellSouth Employee Stock Ownership Plan may,
upon his termination of employment with a Participating Company,
elect a Trust-to-Trust Transfer to this Plan from the BellSouth
Employee Stock Ownership Plan of not less than the entire amount
credited to his account under such plan, and any such election
shall be effective if made in accordance with Plan Rules.

     5.   Rollover Contributions.  A Participating Employee may
contribute in accordance with Plan Rules the following amounts to
the Plan:

     a.   part or all of a distribution, or the cash proceeds
from the sale of distributed property, acceptable to the Trustee
which qualifies as an "eligible rollover distribution" within the
meaning of Code section 402(c)(4) or 403(a)(4), either from a
trust described in Code section 401(a) and exempt from tax under
Code section 501 or from a Code section 403(a) annuity plan, less
any amounts considered to be after-tax employee contributions or
accumulated deductible employee contributions; or

     b.   a distribution from an individual retirement account or
annuity or the redemption of retirement bonds, the entire amount
of which distribution or redemption is from a source described in
subparagraph (a) of this Section 3.5.

     Such contribution must be paid to this Plan on or before the
60th day after receipt by the Participating Employee of the
distribution. Amounts so contributed thereafter shall be held in
the Trust Fund under this Plan as a completely separate Rollover
Account in accordance with Plan Rules.  Such Rollover Account
shall at all times be fully vested and nonforfeitable. No
contributions made under this Section 3.5 shall be taken into
account to determine a Participating Company's obligation to make
contributions under Section 4.2.

     6.   Transfers from a Qualified Savings Plan.  From time to
time the Plan may accept the transfer of assets (and the
corresponding benefit liabilities) from any Qualified Savings
Plan sponsored by any entity or division or subdivision thereof
which becomes a part of a Participating Company in accordance
with Plan Rules. An individual with respect to whom amounts held
in a Qualified Savings Plan shall have been transferred to an
Account in this Plan shall become a Participating Employee in
this Plan upon such transfer with respect to such transferred
amounts; however, no such individual shall be eligible to elect
contributions under Section 4.1 or to receive an allocation of
contributions under Section 4.2 unless he is also an Eligible
Employee and he satisfies the requirements for such elections and
allocations. A Participating Employee's vested interest in such
transferred amounts shall be determined in accordance with the
most favorable terms of this Plan and such Qualified Savings
Plan, the vested interest to be determined at each relevant point
in time by reference to the terms of the plan which, at that
point in time, would provide the greater vested percentage;
provided, however, if the transfer is intended to satisfy the
elective transfer rules of Code section 411(d)(6), then such
Participating Employee shall be fully vested in the amounts
transferred to this Plan.

Section 4.     Contributions.

     1.   Employee Contributions from Eligible Compensation.

     a.   Before-Tax Contributions.

          (i)  Before-Tax Basic Contributions.  An Eligible
     Employee who becomes a Participating Employee in accordance
     with Section 3.1 may elect Before-Tax Basic Contributions on
     his behalf in 1% increments from 2% to 6% of his Eligible
     Compensation.

          (ii)      Before-Tax Supplemental Contributions.  If a
     Participating Employee's Before-Tax Basic Contributions for
     any period equals 6% of his Eligible Compensation, he may
     further elect, in accordance with Plan Rules, that his
     Participating Company make Before-Tax Supplemental
     Contributions on his behalf for that same period in 1%
     increments from 1% to 9% of his Eligible Compensation. The
     sum of a Participating Employee's Before-Tax Basic
     Contributions and Before-Tax Supplemental Contributions
     elected for any period shall not exceed 15% of his Eligible
     Compensation.

          (iii)     Description.  An election of Before-Tax
     Contributions shall mean that the Participating Employee has
     entered into a "qualified cash or deferred arrangement" as
     described in Code section 401(k)(2) so that such
     contributions made on a Participating Employee's behalf by a
     Participating Company are not currently includable in his
     gross income by reason of the application of Code section
     402(e)(3).

     b.   After-Tax Contributions.

          (i)  After-Tax Basic Contributions.  A Participating
     Employee may elect, in accordance with Plan Rules, to make
     After-Tax Basic Contributions in 1% increments from 1% to 6%
     of his Eligible Compensation. However, the sum of a
     Participating Employee's Before-Tax Basic Contributions
     elected under Section 4.1(a)(i) and his After-Tax Basic
     Contributions elected under this Section 4.1(b)(i) for any
     period shall be at least 2% and shall not exceed 6% of his
     Eligible Compensation for such period.

          (ii) After-Tax Supplemental Contributions. If the sum
     of a Participating Employee's Before-Tax Basic Contributions
     and After-Tax Basic Contributions elected for any period
     equals 6% of his Eligible Compensation, he may further
     elect, in accordance with Plan Rules, to make After-Tax
     Supplemental Contributions for the same period in 1%
     increments from 1% to 9% of his Eligible Compensation.
     However, a Participating Employee's total combined Before-
     Tax Contributions elected under Section 4.1(a) and After-Tax
     Contributions elected under this Section 4.1(b) for any
     period may not exceed 15% of his Eligible Compensation for
     such period. Moreover, a Participating Employee's actual
     combined Before-Tax Contributions and After-Tax
     Contributions for any period may not exceed 15% of his
     Eligible Compensation.

          (iii)     Description.  After-Tax Contributions shall
     mean contributions which are includable when made in the
     Participating Employee's compensation which is required to
     be reported by his Participating Company to the Internal
     Revenue Service for inclusion as taxable wages on the
     Participating Employee's Form W-2.

     c.   Effective Date. Contributions will begin as soon as
practicable after the Enrollment Date on which the Eligible
Employee begins his participation in this Plan under Section 3
and elects that contributions be made on his behalf under this
Section 4 (generally, with respect to Eligible Compensation paid
for the first payroll period beginning after such Enrollment
Date).  Any change in contribution percentages elected by a
Participating Employee shall be made effective in accordance with
Section 4.1(d).

     d.   Changes.  A Participating Employee may elect, in
accordance with Plan Rules, not more than once in each calendar
month, to change his contribution percentages for his Before-Tax
Basic Contributions, Before-Tax Supplemental Contributions,
After-Tax Basic Contributions and After-Tax Supplemental
Contributions.  These changes shall be processed and made
effective at such frequency and in such manner as is consistent
with Plan Rules.

     e.   Timing of Contributions. Contributions shall be
remitted by each Participating Company to the Trustee as of the
earliest date (not to exceed 90 days from the date on which such
amounts otherwise would have been payable to its Participating
Employees in cash) on which such contributions can reasonably be
segregated from such Participating Company=s general assets.  Due
to the Participating Companies= numerous payroll systems and
large number of employees, this standard shall not be deemed to
require the processing and crediting of contributions before (at
the earliest) the end of the calendar month following the
calendar month in which such contributions were made or deferred,
unless changes in applicable law specifically require an earlier
contribution time.

     f.   Vesting.  Subject to the limitations in Section 6, net
investment gains or losses and any other proper charges and
credits to the Trust Fund, a Participating Employee's Before-Tax
Contributions and After-Tax Contributions shall be
nonforfeitable.

     g.   Payroll Deductions.  A Participating Employee shall
make contributions to this Plan under this Section 4.1 only
through payroll deductions and such contributions shall come only
from his Eligible Compensation.

     h.   Insufficient Eligible Compensation.  No contributions
under this Section 4.1 shall be made for a payday for a
Participating Employee if his Eligible Compensation is
insufficient (after all deductions required by law and authorized
deductions for insurance and loan repayments under Section 10 of
this Plan) to permit the making of the full amount of such
contributions for such payday; provided, however, such an event
shall not be treated as a voluntary suspension under Section 13
and such Participating Employee's Contributions under this
Section 4.1 shall resume as soon as his Eligible Compensation is
sufficient to make the full amount of such contributions.

     2.   Employer Contributions.

     a.   Matching Contributions.

          (i)  Amount.

               (A)  General.  Before-Tax Basic Contributions and
          After-Tax Basic Contributions made for a Participating
          Employee under Section 4.1 from his Eligible
          Compensation from each Participating Company shall be
          matched in accordance with this Section 4.2(a)(i), in
          an amount equal to the match percentage of such Before-
          Tax Basic Contributions and After-Tax Basic
          Contributions as determined under Paragraph (B) below.

                    (I)  ESOP Company.  In the case of an ESOP
               Company, such match shall be made in Units
               representing an investment in BellSouth Shares
               which Units have a fair market value as of the
               last Business Day of such calendar month equal to
               such match amount.  Such match in Units
               representing an investment in BellSouth Shares
               shall be made to the ESOP Fund (1) through a
               release of BellSouth Shares to such Fund from the
               ESOP Loan Suspense Account(s) as a result of
               payments made on any ESOP Loan(s) from any
               combination of Matching Contributions and ESOP
               Dividends (and the income thereon) and any income
               on ESOP Loan proceeds pending investment in
               BellSouth Shares, as provided in Section 8.3 and
               (2) from Matching Contributions to such Fund that
               constitute top-up contributions under Section
               4.2(a)(iv) (and the income thereon).

                    (II) Non-ESOP Company.  In the case of a Non-
               ESOP Company, such match shall be made in the form
               of a cash Matching Contribution which shall be
               credited as provided in Paragraph (ii)(B) below
               and invested as provided in Section 7.2.

               (B)  Match Percentage.  The match percentage for
          each Participating Company shall be that percentage, or
          combination of percentages, which is set out on
          Schedule B.  The Committee shall determine such
          percentages, and amend Schedule B, as necessary, for
          each 12 month period beginning on April 1, according to
          the following formula:

                    (I)  The match percentage shall be 100% on
               each Participating Employee=s Before-Tax Basic
               Contributions and After-Tax Basic Contributions
               made from the first 2% of the Participating
               Employee=s Eligible Compensation from the
               Participating Company for a month.

                    (II) The match percentage of a Participating
               Employee=s Before-Tax Basic Contributions and
               After-Tax Basic Contributions made from the next
               4% of the Participating Employee=s Eligible
               Compensation from the Participating Company for a
               month shall equal the sum of such Participating
               Company=s Financial Performance Percentage and the
               Additional ESOP Percentage, both as set forth
               below:

                         (a)  Financial Performance Percentage.
                    The Financial Performance Percentage for a
                    Participating Company shall be the percentage
                    determined below based upon the financial
                    component of the BellSouth Team Excellence
                    Award for Managers (T.E.A.M.), or any
                    successor award, for the Participating
                    Company=s line of business, all as determined
                    by the Committee:

                         Financial Performance
                         (as a percentage of            Matching
                         standard performance)         Percentage

                           0%  -  75%                        0%
                          75%  -  95%                       30%
                          95%  - 120%                       40%
                         120%  - 150%                       50%
                         150%  - 185%                       55%
                         more than 185%                     65%

                         (b)  Additional ESOP Percentage.  The
                    Additional ESOP Percentage shall be
                    determined by the Committee, for so long as
                    ESOP Dividends are deductible for federal
                    income tax purposes under Code section
                    404(k), based upon  increases in the per
                    share average price of BellSouth Shares, if
                    any, for the preceding calendar year, as
                    follows:

                          Annual Share                 Points Added
                            Percentage                  to Matching
                          Price Increase                Percentage

                         2% or less                      8%
                         3%                             10%
                         4%                             12%
                         5%                             14%
                         6%                             16%
                         7%                             18%
                         8% or more                     20%

                    The per share average price change for each
                    calendar year shall be the average of the
                    daily closing share price of BellSouth Shares
                    traded on the New York Stock Exchange for
                    each trading day of the year compared to such
                    average of the daily closing share prices for
                    the immediately preceding year.  The average
                    per share price may be adjusted
                    administratively by the Committee in its sole
                    discretion to reflect changes in the
                    capitalization of BellSouth, including
                    without limitation stock dividends, stock
                    splits, mergers, consolidation,
                    reorganization, division and sales of assets.

                    (III)     The BellSouth Board of Directors,
               in its sole discretion, may provide for an
               increase in the percentages otherwise determined
               under Paragraph (I) and/or (II) above for one or
               more Participating Companies for any period if the
               Board of Directors deems it advisable in light of
               participation levels, the price of BellSouth
               Shares or other factors.  The Committee shall
               revise Schedule B, as necessary, to reflect any
               such increased percentages declared by the Board
               of Directors.

          (ii) Vesting. Subject to the limitations in Section 6,
     the net investment gains and losses and any other proper
     charges and credits to the Trust Fund, a Participating
     Employee's interest in his ESOP Account and/or Matching
     Account shall be nonforfeitable.  Notwithstanding the
     foregoing, amounts held in a Participating Employee=s
     Matching Account which were merged into the Plan from the
     Retirement Savings Plan,

               (A)  shall become nonforfeitable as of April 1,
          1996 if such Participating Employee was employed by a
          Participating Company on April 1, 1996, or

               (B)  shall remain subject to the vesting and
          forfeiture provisions set forth in the Retirement
          Savings Plan (as in effect on March 31, 1996) if such
          Participating Employee was not employed by a
          Participating Company on April 1, 1996.

          (iii)     Limitation. No Matching Contributions shall
     be made, or matching Units of any kind granted, with respect
     to Before-Tax Supplemental Contributions or After-Tax
     Supplemental Contributions.

          (iv) Top-Up Contributions. If Units representing an
     investment in BellSouth Shares which are released from the
     ESOP Loan Suspense Account(s) from the application of
     Matching Contributions and ESOP Dividends (and the income
     thereon) and any income on ESOP Loan proceeds pending
     investment in BellSouth Shares, as provided in Section
     8.3(b), are insufficient to satisfy the allocation
     requirements under Section 8.3(c) and the matching
     requirements described in Section 4.2(a)(i), additional
     Matching Contributions shall be made by each ESOP
     Participating Company, to the extent the Committee
     determines necessary, to satisfy both such requirements.

          (v)  Excess BellSouth Shares.  In the event the value
     of the BellSouth Shares released from the ESOP Loan Suspense
     Account and transferred to the ESOP Fund for any Plan Year
     exceeds the amount required to satisfy the allocation
     requirements under Section 8.3(c) and the matching
     requirements described in Section 4.2(a)(i) for such Plan
     Year (after taking into account any top-up contributions
     made earlier during the Plan Year under Section 4.2(a)(iv)),
     such excess amount shall be referred to as AExcess BellSouth
     Shares@ and shall be allocated pursuant to the terms of
     Section 5.2(d).

     b.   Profit Sharing Contributions.

          (i)  Election.  A Participating Company may elect to
     participate in the profit sharing plan described in this
     Section 4.2(b) for its Eligible Participants, with the
     approval of the Senior Officer for Human Resources of
     BellSouth.

          (ii) Profit Sharing Contributions.  A Participating
     Company which has elected to participate in the profit
     sharing plan may (but shall not be required to) make a
     Profit Sharing Contribution for allocation to Eligible
     Participants as of the end of each Plan Year.

          (iii)     Limitations on Profit Sharing Contributions.
     In no event shall Profit Sharing Contributions be greater
     than the amount permissible under Section 6 or deductible
     for federal income tax purposes.

          (iv) Vesting.  Subject to the limitations in Section 6,
     net investment gains and losses and any other proper charges
     and credits to the Trust Fund, a interest in a Participating
     Employee=s Profit Sharing Account shall be nonforfeitable as
     follows:

               (A)  with respect to Profit Sharing Contributions
          allocated to a Participating Employee=s Profit Sharing
          Account for a Plan Year ending before January 1, 1996,
          the Participating Employee=s interest shall be
          nonforfeitable; and

               (B)  with respect to Profit Sharing Contributions
          allocated to a Participating Employee=s Profit Sharing
          Account for a Plan Year ending on and after January 1,
          1996, the Participating Employee=s interest shall
          become nonforfeitable after the Participating Employee
          is credited with 3 Years of Vesting Service; provided,
          however, a Participating Company may, with the consent
          of the Senior Officer for Human Resources of BellSouth,
          elect in an Adoption Agreement to have all Profit
          Sharing Contributions allocated to a Participating
          Employee=s Profit Sharing Account for a Plan Year
          ending on and after January 1, 1996, be fully vested
          and nonforfeitable.

     c.   Qualified Non!Elective Contributions.  In lieu of or in
connection with the action required under Section 6.4 or 6.5, or
for any other reason, a Participating Company may (but shall not
be required to) make, for any Plan Year,  Qualified Non!Elective
Contributions to the Accounts of its Eligible Participants who
are not Highly Compensated Employees in such amount, if any, as
may be deemed appropriate by such Participating Company with the
prior approval of the Committee; provided, Qualified Non-Elective
Contributions shall be allocated in accordance with Section 5.4
to a Qualified Non-Elective Contributions Account which shall at
all times be fully vested and nonforfeitable and which shall be
subject to the withdrawal rules of Section 9 applicable to Before-
Tax Contributions.

     d.   Timing of Contributions.  All Matching Contributions,
Profit Sharing Contributions and Qualified Non-Elective
Contributions generally shall be paid to the Trustee no later
than (i) the date for filing the Participating Company=s federal
income tax return (including extensions thereof) for the tax year
to which such Matching Contributions, Profit Sharing
Contributions and Qualified Non-Elective Contributions relate, or
(ii) such other date as shall be within the time allowed to
permit the Participating Company to properly deduct, for federal
income tax purposes and for the tax year of the Participating
Company in which the obligation to make such Contributions was
incurred, the full amount of such Matching Contributions, Profit
Sharing Contributions and Qualified Non-Elective Contributions;
provided, if necessary to satisfy any discrimination test
requirements, Qualified Non-Elective Contributions may be made at
a later time.

     e.   Refund of Contributions. Notwithstanding that no part
of the Trust Fund shall be used for or diverted to purposes other
than the exclusive benefit of the Participating Employees and
their beneficiaries, Matching Contributions to the Trust Fund may
be refunded to the Participating Company under the following
circumstances and subject to the following limitations:

          (i)  Permitted Refunds. If and to the extent permitted
     by the Code and other applicable laws and regulations
     thereunder, upon the Participating Company's request, a
     contribution which is (A) made by a mistake in fact, (B)
     conditioned upon initial qualification of the Plan with the
     Plan receiving an adverse determination even though the
     application for determination is submitted to the Internal
     Revenue Service for review within the remedial amendment
     period respecting the Plan, or (C) conditioned upon the
     deductibility of the contribution under Code section 404,
     shall be returned to the Participating Company making the
     contribution within one year after the payment of the
     contribution, the denial of the qualification, or the
     disallowance of the deduction (to the extent disallowed),
     whichever is applicable.

          (ii) Payment of Refund. If any refund is paid to a
     Participating Company hereunder, such refund shall be made
     without interest or other investment gains, shall be reduced
     by any investment losses attributable to the refundable
     amount and shall be apportioned among the Accounts of the
     Participating Employees as an investment loss, except to the
     extent that the amount of the refund can be attributed to
     one or more specific Participating Employees (for example,
     as in the case of certain mistakes of fact), in which case
     the amount of the refund attributable to each such
     Participating Employee's Account shall be charged directly
     to such Account.

          (iii)     Limitation on Refund. No refund shall be made
     to a Participating Company as to a Participating Employee's
     Account if such refund would cause the balance in such
     Participating Employee's Account to be less than the balance
     would have been had the refunded contribution not been made
     to the Plan.

     f.   Errors and Omissions in Accounts. If an error or
omission is discovered in the Account of a Participating Employee
or beneficiary, the Committee shall cause appropriate, equitable
adjustment to be made as soon as administratively feasible after
the discovery of such error or omission.

     g.   Contributions Following Military Service.  To the
extent and in the manner required by the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Committee
shall provide for applicable contributions to be made by and on
behalf of persons entitled to reemployment following uniformed
service.  To the extent such contributions constitute Matching
Contributions, they shall be made with respect to such period of
uniformed service only to the extent that the Participating
Employee makes Before-Tax or After-Tax Contributions with respect
to such period in the manner prescribed by the Committee in
accordance with the Uniformed Services Employment and
Reemployment Rights Act of 1994.
     
Section 5.     Allocation and Crediting of Contributions.

     1.   Before-Tax Contributions and After-Tax Contributions.
Before-Tax Contributions and After-Tax Contributions shall be
allocated, for the period in which or for which such
contributions are deferred or made on behalf of a Participating
Employee, directly to the appropriate Before-Tax and After-Tax
Accounts, respectively, of such Participating Employee.

     2.   Matching Contributions.

     a.   Participating Employees of ESOP Companies.  The Units
representing an investment in BellSouth Shares which are released
from an ESOP Loan Suspense Account to the ESOP Fund, as set forth
in Section 8.3(d), shall be allocated to a Participating
Employee=s ESOP Account for the period for which such
contributions are made on behalf of a Participating Employee, as
such Units are available and required, to meet the ESOP Companies
match obligation under Section 4.2(a)(i)(A)(I).

     b.   Participating Employees of Non-ESOP Companies.
Matching Contributions made to meet the match obligation of a
Participating Employee of a Non-ESOP Company shall be allocated
to such Participating Employee=s Matching Account for the period
for which such contributions are made on behalf of such
Participating Employee.

     c.   Top-Up Contributions.  Units representing an investment
in BellSouth Shares, other than as set forth in Subsection (a)
above, which are attributable to top-up contributions made to
meet the match obligation under Section 4.2(a)(iv) on behalf of a
Participating Employee, shall be allocated to the Participating
Employee=s ESOP Account for the period for which such
contributions are made on behalf of such Participating Employee.

     d.   Excess BellSouth Shares.  In the event that Excess
BellSouth Shares are released and transferred for a Plan Year as
described in Section 4.2(a)(v), Units representing an investment
in such Excess BellSouth Shares shall be allocated as of the last
day of the Plan Year to those Participating Employees of ESOP
Companies for such Plan Year who both (i) have made an After-Tax
Basic Contribution and/or a Before-Tax Basic Contribution for
such Plan Year, and (ii) have an Account as of the last day of
such Plan Year.   The number of Units allocated to each such
Participating Employee=s ESOP Account shall be equal to the
product of (A) and (B) where (A) is the total Units representing
the value of such Excess BellSouth Shares and (B) is the quotient
determined by dividing (1) such Participating Employee=s Before-
Tax Basic Contributions and After-Tax Basic Contributions made
from Eligible Compensation paid by an ESOP Company for the Plan
Year, by (2) the Before-Tax Basic Contributions and After-Tax
Basic Contributions for all such Participating Employees made
from Eligible Compensation paid by ESOP Companies for such Plan
Year.

     3.   Profit Sharing Contributions.  Profit Sharing
Contributions and forfeitures available under Section 11 to
offset the Profit Sharing Contributions, if any, for each Plan
Year shall be allocated as follows as of the last day of such
Plan Year:

     a.   Non!Integrated.  If the applicable Adoption Agreement
provides that a Participating Company's profit sharing plan is
not to be integrated with Social Security, then the Committee
shall cause a portion of such Participating Company's Profit
Sharing Contribution for a Plan Year to be allocated to the
Profit Sharing Account of each Eligible Participant who is an
Employee of such Participating Company in the same proportion
that (i) such Eligible Participant's Eligible Compensation for
such Plan Year, bears to (ii) the total of all such Eligible
Participants' Eligible Compensation for such Plan Year.

     b.   Integrated.  If the applicable Adoption Agreement
provides that a Participating Company's profit sharing plan is to
be integrated with Social Security, then the Profit Sharing
Contribution shall be allocated as follows:

          (i)  An amount equal to the product of the integration
     tax rate multiplied by the total excess Eligible
     Compensation of the Participating Company's Eligible
     Participants for such Plan Year shall be allocated to the
     Profit Sharing Account of each such Eligible Participant in
     the same proportion that (A) his excess Eligible
     Compensation for such Plan Year, bears to (B) the total
     excess Eligible Compensation of all such Eligible
     Participants for such Plan Year; and

          (ii) The remainder of such Profit Sharing Contribution
     shall be allocated to the Profit Sharing Account of each
     such Eligible Participant in the same proportion that (A)
     the Eligible Compensation of each such Eligible Participant
     for such Plan Year, bears to (B) the total Eligible
     Compensation of all such Eligible Participants for such Plan
     Year; provided, in no event shall the amount of the Profit
     Sharing Contribution allocated to each Eligible
     Participant's Profit Sharing Account pursuant to the terms
     of Subsection (a)  hereof constitute a percentage of excess
     Eligible Compensation which exceeds the percentage of
     Eligible Compensation allocated to each Eligible
     Participant's Profit Sharing Account pursuant to the terms
     of Subsection (b) hereof; and the amount of Profit Sharing
     Contribution allocated pursuant to the terms of Subsection
     (a) hereof shall be reduced and reallocated pursuant to the
     terms of Subsection (b) hereof to the extent necessary to
     satisfy this maximum limitation.

     c.   Special Definitions.  For purposes of Section 5.3(b):

          (i)  "excess Eligible Compensation" shall mean, with
     respect to any Plan Year (or specified portion thereof), the
     amount by which an Eligible Participant's Eligible
     Compensation exceeds the taxable wage base for such Plan
     Year;

          (ii) "integration tax rate" shall mean, with respect to
     any Plan Year, the greater of (1) 5.7 percent, or (2) the
     percentage equal to the portion of the rate of tax under
     Code section 3111(a) that is applicable at the beginning of
     the Plan Year and that is attributable to old-age; and

          (iii)     "taxable wage base" shall mean with respect
     to any Plan Year, the contribution and benefit base under
     section 230 of the Social Security Act (42 U.S.C.'430) as in
     effect at the beginning of such Plan Year.

     4.   Qualified Non-Elective Contributions.  In the event a
Participating Company makes Qualified Non-Elective Contributions
for a Plan Year in accordance with Section 4.2(c), such Qualified
Non-Elective Contributions shall be allocated to the Qualified
Non-Elective Contributions Account of each Eligible Participant
who is employed by such Participating Company and who is eligible
to receive an allocation of such Qualified Non-Elective
Contribution as of the last day of such Plan Year, in accordance
with the terms of Paragraph (a), (b), (c) or (d) of this Section
5.4, whichever is applicable.

     a.   To the extent that the Participating Company designated
all or any portion of the Qualified Non-Elective Contribution for
a Plan Year as a "Proportional Qualified Non-Elective
Contribution," such contribution shall be allocated to the
Qualified Non-Elective Contributions Account of each Eligible
Participant who is employed by such Participating Company and who
is not a Highly Compensated Employee in the same proportion that
(i) the Compensation of such Eligible Participant bears to (ii)
the total Compensation of all Eligible Participants for such Plan
Year.

     b.   To the extent that the Participating Company designates
all or any portion of the Qualified Non-Elective Contribution for
a Plan Year as a "Proportional NHCE Qualified Non-Elective
Contribution", such contribution shall be allocated to the
Qualified Non-Elective Contributions Account of each Eligible
Participant who is employed by such Participating Company and who
is not a Highly Compensated Employee in the same proportion that
(i) the Compensation of such Eligible Participant for such Plan
Year bears to (ii) the total Compensation of all such Eligible
Participants for such Plan Year.

     c.   To the extent that the Participating Company designates
all or any portion of the Qualified Non-Elective Contribution for
a Plan Year as a "Per Capita NHCE Qualified Non-Elective
Contribution", such contribution shall be allocated to the
Qualified Non-Elective Contributions Accounts of all Eligible
Participants who are not Highly Compensated Employees on a per
capita basis (that is, the same dollar amount shall be allocated
to the Qualified Non-Elective Contributions Account of each
Eligible Participant who is not a Highly Compensated Employee).

     d.   To the extent that the Participating Company designates
all or a portion of the Qualified Non-Elective Contributions for
a Plan Year as a "NHCE Section 415 Qualified Non-Elective
Contribution", such contribution shall be allocated to the
Qualified Non-Elective Contributions Accounts of some or all
Eligible Participants who are employed by such Participating
Company and who are not Highly Compensated Employees, (i)
beginning with such Eligible Participant(s) who have the lowest
Compensation, until such Participant(s) reach their annual
addition limits (as described in Section 6.2),  or the amount of
the Qualified Non-Elective Contribution is fully allocated, and
then (ii) continuing with successive individuals who are Eligible
Participants and not Highly Compensated Employees or groups of
such Eligible Participants in the same manner until the amount of
the Qualified Non-Elective Contribution is fully allocated.

     5.   Trust-To-Trust Transfers and Rollover Contributions.
Trust-to-Trust Transfers and Rollover contributions shall be
allocated, as soon as administratively feasible based on and in
accordance with Plan Rules, directly to the appropriate Account
of the Participating Employee for whom such transfer or
contribution was made.

     6.   Crediting of Accounts.  Notwithstanding anything
contained in this Section 5 to the contrary, while contributions
may be allocated to a Participating Employee=s Account as of a
particular date or for a particular period(as specified in this
Section 5), such contributions shall actually be credited to a
Participating Employee=s Account and shall be credited with
investment experience only from the date such contributions are
received and credited to the Participating Employee=s Account by
the Trustee.
     
Section 6.     Limitation Rules.

     1.   General Rule. Contributions described in Section 4
shall be made subject to the limitations of this Section 6. The
Committee may reduce under this Section 6 any distributions
otherwise required in order to satisfy such limitations in any
manner it deems necessary or appropriate to satisfy tax
withholding obligations.

     2.   Section 415 Limits.

     a.   General Limit. The Plan shall comply with the limits of
Code section 415, taking into account all applicable transitional
rules, which section hereby is incorporated in full in this
Section 6.2 by this reference. The "limitation year" for this
purpose shall be the calendar year.

     b.   Combined Plan Limitation. If an Employee is a
Participating Employee in the Plan and any one or more defined
benefit plans, welfare benefit funds (as defined in Code section
419(d)) or individual medical accounts (as defined in Code
section 415(1)(2)), maintained by BellSouth, a Subsidiary or any
of their Affiliates, and any corrective adjustments in any
Participating Employee's benefits are required to comply with
this section, such adjustments first shall be made under any such
defined benefit plans. If an Employee is a Participating Employee
in the Plan and any one or more other defined contribution plans
maintained by BellSouth, a Subsidiary or any of their Affiliates
and a corrective adjustment in such Participating Employee's
benefits is required to comply with this section, such adjustment
shall be made under this Plan.

     c.   Correction of Excess Annual Additions. If, as a result
of either the allocation of forfeitures to an Account, a
reasonable error in estimating a Participating Employee's
Compensation, Eligible Compensation or elective deferrals, or
such other occurrences as the Internal Revenue Service permits to
trigger this subsection, the annual addition (within the meaning
of Code section 415(c)(2)) made on behalf of a Participating
Employee exceeds the limitations as incorporated by this section,
the Committee shall direct the Trustee to take such of the
following actions as such Committee shall deem appropriate,
specifying in each case the amount of contributions involved:

            (i)     A Participating Employee's annual addition
     first shall be reduced by reducing his After-Tax
     Contributions to the extent of any such excess, up to the
     total amount of After-Tax Contributions made on behalf of
     such Participating Employee, and the amount of the reduction
     (plus any investment earnings thereon) shall be returned to
     such Participating Employee. In addition, any Matching
     Contributions (and earnings thereon) attributable to the
     returned After-Tax Contributions shall be forfeited and
     allocated in a manner similar to that described in Paragraph
     (iii) of this Section 6.2(c); provided, that if no Profit
     Sharing Contributions are made for such Plan Year, such
     forfeited Matching Contributions shall be allocated as
     additional Matching Contributions.

          (ii) If further reduction is necessary, a Participating
     Employee's annual addition shall be reduced by reducing his
     Before-Tax Contributions to the extent of any such excess,
     up to the total amount of Before-Tax Contributions made on
     behalf of such Participating Employee, and the amount of the
     reduction (plus any investment earnings thereon) shall be
     returned to such Participating Employee. In addition, any
     Matching Contributions (and earnings thereon) attributable
     to the returned Before-Tax Contributions shall be forfeited
     and allocated in a manner similar to that described in
     Paragraph (iii) of this Section 6.2(c); provided, that if no
     Profit Sharing Contributions or Qualified Non-Elective
     Contributions are made for such Plan Year, such forfeited
     Matching Contributions shall be allocated as additional
     Matching Contributions.

          (iii)     If further reduction is necessary, the Profit
     Sharing Contribution allocated to the Participating
     Employee's Account (including, if applicable, any
     forfeitures allocated as such contribution) shall be reduced
     in the amount of the remaining excess.  The amount of the
     reduction shall be reallocated to the Profit Sharing
     Accounts and Qualified Non-Elective Contribution Accounts of
     Eligible Participants who otherwise are eligible for
     allocations of contributions and who are not affected by
     such limitations, in the same manner as Profit Sharing and
     Qualified Non-Elective Contributions otherwise are allocated
     to such Accounts, disregarding the Eligible Compensation of
     those Eligible Participants whose annual addition equals or
     exceeds the limitations hereunder.

          (iv) If the reallocation to the Accounts of other
     Participating Employees in the then current limitation year
     (as described in Paragraph (iii) of this Section 6.2(c)) is
     impossible without causing them or any of them to exceed the
     annual addition limitations incorporated by this section,
     the amount that cannot be reallocated without exceeding such
     limitations shall be held in a suspense account and shall be
     applied to reduce permissible contributions in each
     successive year until such amount is fully allocated;
     provided, so long as any suspense account is maintained
     pursuant to this section:  (A) no contributions shall be
     made to the Plan which would be precluded by this section;
     (B) investment gains and losses of the Trust Fund shall not
     be allocated to such suspense account; and (C) amounts in
     the suspense account shall be allocated in the same manner
     as contributions as of the earliest date possible, until
     such suspense account is exhausted.  If, at the time that
     this Plan terminates, any amount that cannot then be
     allocated remains in such suspense account, such amount
     shall automatically revert to the Participating Company.

     3.   Code Section 402(g) Limit on Before-Tax Contribution.

     a.   Maximum Elective Deferrals Under Affiliates' Plans. The
aggregate amount of a Participating Employee's elective deferrals
made for any calendar year under the Plan and any other plans,
contracts or arrangements with the Affiliates (or, if the Plan is
maintained by a Subsidiary that is not an Affiliate, by the
Subsidiary and its Affiliates) shall not exceed $7,000 (as
adjusted from time to time in accordance with Code section
402(g)(5)) (the "maximum deferral amount"). To the extent that
the amount of a Participating Employee's Before-Tax Contributions
made for a calendar year would exceed the maximum deferral amount
if such Before-Tax Contributions are continued, then, to the
extent determined by the Committee, those Before-Tax
Contributions will be deemed to be After-Tax Contributions and
will be treated as if such Participating Employee elected to make
such After-Tax Contributions in accordance with, and subject to
the terms and limitations of, Section 4.2. If the Committee
permits, such Participating Employee may modify his election form
to change from Before-Tax Contributions, and such modifications
shall not count as a change in contribution percentage under
Section 4.

     b.   Return of Excess Before-Tax Contributions. If the
aggregate amount of a Participating Employee's Before-Tax
Contributions made for any calendar year, when considered alone,
exceed the maximum deferral amount, the Participating Employee
shall be deemed to have notified the Committee of such excess,
and the Committee shall cause the Trustee to distribute to such
Participating Employee, on or before April 15 of the next
succeeding calendar year, the total of (i) the amount by which
such Before-Tax Contributions exceed the maximum deferral amount,
plus (ii) any earnings allocable thereto. In addition,
Participating Employer Contributions made on behalf of the
Participating Employee which are attributable to the distributed
Before-Tax Contributions shall be forfeited.

     c.   Return of Excess Elective Deferrals Provided by Other
Affiliate Arrangements. If after the reduction described in
Section 6.3(b), a Participating Employee's aggregate before-tax
contributions under plans, contracts and arrangements with
Affiliates (or, if applicable, a Subsidiary and its Affiliates)
still exceed the maximum deferral amount, the Participating
Employee shall be deemed to have notified the Committee of such
excess, and, unless the Committee directs otherwise, such excess
shall be reduced by distributing to the Participating Employee
before-tax contributions that were made for the calendar year
under such plans, contracts and/or arrangements with Affiliates,
(or, if applicable, a Subsidiary and its Affiliates) other than
the Plan. However, if the Committee decides to make any such
distributions from Before-Tax Contributions made to the Plan,
such distributions (including forfeiture of Matching
Contributions) shall be made in a manner similar to that
described in Section 6.3(b).

     d.   Discretionary Return of Elective Deferrals. If after
the reductions described in Sections 6.3(b) and (c), (i) a
Participating Employee's aggregate before-tax contributions made
for any calendar year under the Plan and any other plans,
contracts or arrangements with Affiliates, (or, if applicable, a
Subsidiary and its Affiliates) and any other employers still
exceed the maximum deferral amount, and (ii) such Participating
Employee submits to the Committee, on or before March 1 following
the end of such calendar year, a written request that the
Committee distribute to such Participating Employee all or a
portion of his remaining Before-Tax Contributions made for such
calendar year, and any earnings attributable thereto, then the
Committee may, but shall not be required to, cause the Trustee to
distribute such amount to such Participating Employee on or
before the following April 15. However, if the Committee decides
to make any such distributions from Before-Tax Contributions made
to the Plan, such
distributions (including the forfeiture of Matching
Contributions) shall be made in a manner similar to that
described in Section 6.3(b).

     e.   Return of Excess Annual Additions. Any Before-Tax
Contributions returned to a Participating Employee to correct
excess annual additions shall be disregarded for purposes of
determining whether the maximum deferral amount has been
exceeded.

     4.   Code section 401(k) Average Actual Deferral Percentage
Limit. If at any time during the Plan Year the Committee
determines that Highly Compensated Employees' Before-Tax
Contributions elections as then in effect possibly could cause
Highly Compensated Employees' Before-Tax Contributions for such
Plan Year to exceed the ADP Limit for such Plan Year, the
Committee shall have the right to reduce or cease Highly
Compensated Employees' future Before-Tax Contributions for such
Plan Year or to convert such future contributions to After-Tax
Contributions to the extent it deems necessary or appropriate to
keep such contributions from exceeding the ADP Limit; provided
that, in making such reductions, cessations or conversions, all
similarly situated Highly Compensated Employees shall be treated
the same and the Committee may take into account any adjustments
required by other limits of this Section 6.

     If the Committee determines that Highly Compensated
Employees' Before-Tax Contributions actually paid into this Plan
for the Plan Year, if allowed to remain in such Highly
Compensated Employees' Accounts, would cause this Plan to exceed
the ADP Limit for such Plan Year, then the Excess Contributions
made on behalf of Highly Compensated Employees for such year
shall be distributed in accordance with the rules set forth in
this Section 6.4.

     The amount of the Excess Contributions and the Highly
Compensated Employees to whom Excess Contributions will be
distributed under this Section 6.4 shall be determined by
reducing the Before-Tax Contributions of Highly Compensated
Employees in the order of their Actual Deferral Percentages
beginning with the highest Actual Deferral Percentages, until
such contributions no longer exceed the ADP Limit. Any such
Excess Contributions (together with any income allocable to such
contributions) shall be distributed to the affected Highly
Compensated Employees on the basis of the respective portions of
the Excess Contributions attributable to each such Highly
Compensated Employee as required by Code section 401(k)(8). In
addition, any Matching Contributions that are made on behalf of a
Highly Compensated Employee and that are attributable to the
distributed Before-Tax Contributions shall be forfeited. Such
distributions shall be made before the end of the Plan Year
following the Plan Year for which the Excess Contributions were
made in accordance with Plan Rules; provided, however, if so
elected by the Committee (or, if applicable, by a Participating
Company in its Adoption Agreement), no distribution shall be made
to the extent such Excess Contributions may be recharacterized to
After-Tax Contributions in accordance with regulations under Code
section 401(k).

     The corrections described herein shall be applied with
respect to the Consolidated Participating Companies (as a group)
and, separately, with respect to each Subsidiary (and its
Affiliates) that is a Participating Company.
     
     5.   Code section 401(m) Average Contribution Percentage
Limit. If at any time during the Plan Year the Committee
determines that Highly Compensated Employees' elections of After-
Tax Contributions (and, if elected by the Committee under Code
section 401(m)(3), Before-Tax Contributions) together with
Matching Contributions as then in effect possibly could cause
Highly Compensated Employees' allocations for such Plan Year to
exceed the ACP Limit for such Plan Year, the Committee shall have
the right to automatically reduce Highly Compensated Employees'
elected future contributions for such Plan Year to the extent it
deems necessary or appropriate to keep such contributions from
exceeding the ACP Limit. Any such reduction shall be made first
to Highly Compensated Employees' After-Tax Supplemental
Contributions, then to Highly Compensated Employees' After-Tax
Basic Contributions, then to Highly Compensated Employees' Before-
Tax Supplemental Contributions, and finally to Highly Compensated
Employees' Before-Tax Basic Contributions provided, that, in
making such reductions, all similarly situated High Compensated
Employees shall be treated the same and the Committee may take
into account any adjustments required by other limits of this
Section 6.

     If the Committee determines that Highly Compensated
Employees' After-Tax Contributions and Matching Contributions
(and, if elected by the Committee under Code section 401(m)(3),
Before-Tax Contributions) actually paid into this Plan for the
Plan Year, if allowed to remain in such Employees' Accounts,
would cause this Plan to exceed the ACP Limit for such Plan Year,
then the Excess Aggregate Contributions made by or on behalf of
Highly Compensation Employees for such year shall be forfeited or
distributed in accordance with the rules set forth in this
Section 6.5.

     The amount of the Excess Aggregate Contributions and the
Highly Compensated Employees who have forfeitable or
distributable Excess Aggregate Contributions shall be determined
by reducing the contributions of Highly Compensated Employees in
the order of their Contribution Percentages, beginning with the
highest Contribution Percentages, until such contributions no
longer exceed the ACP Limit. Any such Excess Aggregate
Contributions (together with any income allocable to such
contributions) shall be distributed to (or, if forfeitable,
forfeited by) the affected Highly Compensated Employees on the
basis of the respective portion of the Excess Aggregate
Contributions attributable to each such Highly Compensated
Employee as required by Code section 401(m). In addition, any
Matching Contributions that are made on behalf of a Highly
Compensated Employee and that are attributable to the distributed
Before-Tax Contributions shall be forfeited. Such distributions
(or if applicable, forfeitures) shall be made before the end of
the Plan Year following the Plan Year for which the Excess
Aggregate Contributions were made in accordance with Plan Rules,
and any such forfeitures shall offset the Participating Company's
obligation to make Matching Contributions under this Plan until
such forfeitures have been exhausted through such offsets, but in
no event shall such forfeitures be allocated to Highly
Compensated Employees whose contributions have been reduced under
this Section 6.5.
     
          The corrections described herein shall be applied with
respect to the Consolidated Participating Companies (as a group)
and separately, with respect to each Subsidiary (and its
Affiliates) that is a Participating Company.
     
Section 7.     Investment Directions.

     1.   Investment of Participating Employee Contributions.
Each Participating Employee shall have the right to direct that
contributions under Section 3, Section 4.1 and Section 4.2(c)
made by the Participating Employee, or on the Participating
Employee's behalf, be invested in any then permitted combination
in the investment funds described in the Trust Agreement as in
effect from time to time, subject to the rules set forth in this
Section 7.  Initial, investment directions shall become effective
as of the Participating Employee=s Enrollment Date, in accordance
with Plan Rules.

     2.   Investment of Matching Contributions.

     a.   Matching Contributions allocated to a Participating
Employee=s ESOP Account shall be made in, or invested directly
in, BellSouth Shares in the ESOP Fund or shall be applied by the
Trustee to the extent required under an ESOP Loan to make
principal and interest payments on such ESOP Loan when such
payments are due in order to release BellSouth Shares to the ESOP
Fund.  A Participating Employee may not direct the investment of
his ESOP Account.

     b.   Matching Contributions allocated to the Matching
Account of a Participating Employee who is employed by a Non-ESOP
Company, but who is permitted to direct the investment of his
Account in the BellSouth Shares Fund (as designated by the
Committee on Schedule A) shall be made in, or invested directly
in, BellSouth Shares in the BellSouth Shares Fund.  Once
contributed to the Plan, a Participating Employee may direct the
investment of his Matching Account in accordance with Section 7.4
below. New investment directions shall become effective as of any
Business Day, in accordance with Plan Rules.

     c.   Matching Contributions allocated to the Matching
Account of a Participating Employee who is employed by a Non-ESOP
Company, and who is not permitted to direct the investment of his
Account in the BellSouth Shares Fund (as designated by the
Committee on Schedule A) shall be made in cash.  A Participating
Employee may direct the investment of Matching Contributions in
accordance with Section 7.4 below.  New investment directions
shall become effective as of any Business Day, in accordance with
Plan Rules.

     3.   Investment of Profit Sharing Contributions.  Each
Participating Employee shall have the right to direct that Profit
Sharing Contributions under Section 4.2(b) made on the
Participating Employee=s behalf, be invested either (a) according
to his then current investment direction made under Section 7.1
(for contributions under Section 3 and Section 4.1), in effect at
the time the Profit Sharing Contributions are made, or (b)
separately from such then current investment direction under
Section 7.1 in any then permitted combination in the investment
funds described in the Trust Agreement as in effect from time to
time, subject to the rules set forth in this Section 7.  New
investment directions shall become effective as of any Business
Day, in accordance with Plan Rules.
     4.   Changes in Investment Direction.  Any investment
direction made by a Participating Employee shall continue in
effect until changed by the Participating Employee.  A
Participating Employee may make the following changes in
accordance with Plan Rules:

     a.   A Participating Employee may, effective as of any
Business Day, change an investment direction as to future
contributions under Section 3, Section 4.1, Section 4.2(b),
Section 4.2(c) and Section 5.2, by directing that such
contributions be invested in one of the other investment funds or
any then permitted combination of such funds.

     b.   A Participating Employee may, effective as of any
Business Day, direct that all or a portion of the Units credited
to his Account (excluding a Participating Employee=s ESOP
Account) in any one or more of the investment funds be
transferred, in accordance with Plan Rules, to any one or more of
the other investment funds in any then permitted combination,
based upon the value of such Units representing each investment
fund as of such Business Day; provided, that no such transfer
shall result in amounts being transferred to and from the same
fund.

     c.   Notwithstanding the foregoing, Participating Employees
employed by certain Non-ESOP Companies shall not be permitted
direct the investment of their Accounts in the BellSouth Shares
Fund.  These Participating Companies shall be designated by the
Committee on Schedule A, as amended from time to time.

     d.   All amounts transferred from the Retirement Savings
Plan shall remain subject to the investment directions made by a
Participating Employee under this amended and restated Plan until
changed by the Participating Employee hereunder.

     5.   ESOP Account Diversification. Each Participating
Employee may elect within 90 days after the close of the Plan
Year in which he first is at least age 55 and has completed at
least ten years of participation in the ESOP, and within 90 days
after the close of each of the immediately following four Plan
Years, that (1) 25% of the BellSouth Shares credited to his ESOP
Account be transferred to any one, or more than one, of the
investment funds available under Section 7.1, based on the value
of the Units representing each such investment fund as of the
Business Day on which such transfer is made or , if there are
less than three such funds, that (2) 25% of the BellSouth Shares
credited to his ESOP Account be distributed to him. After the end
of such five consecutive Plan Year period such an Eligible
Employee shall have one additional Plan Year, the Plan Year which
immediately follows the end of such five year period, to make
such an election, and the percentage for such election shall be
50%. All elections, transfers and distributions required under
this section shall be made in accordance with Plan Rules intended
to satisfy the requirements under Code section 401(a)(28).

     6.   Transition Rule.  For purposes of effecting the change
to a daily valuation system, and notwithstanding anything
contained in this Section 7 to the contrary, Participating
Employees may not direct the investment of their Account pursuant
to this Section 7 during the period beginning on June 28, 1996
and ending on July 7, 1996, or such other dates as may be
necessary to complete such change.  Investment directions in
effect on June 28, 1996, shall remain in effect until the later
of July 8, 1996 (or, if later, the date this black-out period
ends), or the date a Participating Employee submits a change in
investment direction pursuant to Section 7.4 hereof.
     
Section 8.     Maintenance and Valuation of Accounts; ESOP Loan
Allocations.

     1.   Maintenance of Separate Accounts. Each Participating
Employee shall be furnished a statement of his Account at least
annually and shall receive a confirmation statement as soon as
practicable after any investment transfer, distribution,
withdrawal or restoral or at such other time as may be determined
by the Committee.

     2.   Valuation of Accounts. The interest of a Participating
Employee's Account in each investment fund shall be represented
by Units. The value of a Unit in each investment fund shall be
determined as of each Business Day by dividing the total number
of Units in each investment fund credited to the Accounts of all
Participating Employees into the then value of all the assets
then held by the Trustee with respect to such investment fund.

     Following such determination of the value of the Units in
each investment fund, the Account of each Participating Employee
who has selected such investment fund shall be credited, as of
each Business Day, with a number of Units in such investment fund
determined by dividing the value of such a Unit into the amount
of additional contributions credited to his Account as of such
Business Day in such investment fund.

     The ESOP Fund for recordkeeping purposes shall be divided
into a subfund for BellSouth Shares attributable to top up
contributions as described in Section 4.2(a)(iv) and a separate
subfund for BellSouth Shares released from each ESOP Loan
Suspense Account as described in Section 8.3(b). A separate Unit
value shall be maintained for each such subfund. The value of
Units for a subfund for BellSouth Shares released from an ESOP
Loan Suspense Account shall be determined under this Section 8.2
without regard to Matching Contributions and ESOP Dividends (or
the earnings thereon) to be used to repay the applicable ESOP
Loan,  and such Units shall be credited to Participating
Employees' ESOP Accounts as provided in Section 8.3(c) and
8.3(d). All such subfunds shall start with an initial Unit value
of 1.0.

     All investment funds shall be invested and valued in the
manner set forth in the Trust Agreement.

     3.   ESOP Loan Allocations.

     a.   ESOP Loan Payment. The repayment of principal and
interest on each ESOP Loan shall be made by the Trustee when due
in accordance with directions from BellSouth.

     b.   Release From ESOP Loan Suspense Account. The total
number of BellSouth Shares released from an ESOP Loan Suspense
Account as a result of a principal and interest payment made on
an ESOP Loan shall equal the number of BellSouth Shares held in
the ESOP Loan Suspense Account with respect to such ESOP Loan
multiplied by a fraction. The numerator of such fraction shall be
the amount of such principal and interest payment. The
denominator of such fraction shall be the sum of the numerator
plus the principal and interest remaining to be paid on such ESOP
Loan under the amortization schedule for such ESOP Loan. The
number of future payments under such ESOP Loan must be definitely
ascertainable and shall be determined without taking into account
any possible extensions or renewal periods. If the effective
interest rate under the ESOP Loan is variable, the interest to be
paid in future periods shall be computed for purposes of
determining such fraction by using the interest rate then in
effect. The BellSouth Shares which are released from the ESOP
Loan Suspense Account in accordance with the rules in this
Section 8.3(b) shall be transferred to the ESOP Fund, and Units
representing an investment in such BellSouth Shares shall be
allocated to Participating Employees' individual ESOP Accounts in
the manner specified in subparagraphs (c) and (d) of this Section
8.3.

     c.   ESOP Account Dividend Allocation. If ESOP Dividends on
BellSouth Shares credited to a Participating Employee's ESOP
Account are used to make a principal or interest payment on an
ESOP Loan, Units representing the value of the BellSouth Shares
released as a result of such payment from the ESOP Loan Suspense
Account and transferred to the ESOP Fund first shall be credited
to such Participating Employee's ESOP Account. The Units so
credited shall be determined by dividing the ESOP Dividends from
such Participating Employee's ESOP Account used to make such
principal or interest payment by the fair market value of a
BellSouth Share on the date as of which the credit is made in a
manner which satisfies the requirements of Code section 404(k).

     d.   Match Allocation. After the requirements of paragraph
(c) of this Section 8.3 have been satisfied with respect to an
ESOP Loan payment made in whole or in part with ESOP Dividends,
Units representing an investment in all remaining BellSouth
Shares that have been released from the ESOP Loan Suspense
Account to the ESOP Fund as a result of such payment shall be
allocated to the ESOP Account of each Participating Employee as
of such dates and in such amounts as specified in Section
4.2(a)(i) and, if applicable, Section 4.2(a)(v).

     e.   Leveraged ESOP Protections. No BellSouth Shares
acquired with the proceeds of an ESOP Loan shall be subject to a
put, call or other option or other similar arrangement while held
by and when distributed from this Plan except to the extent
permissible under Code section 4975, and BellSouth shall have no
right to amend this Section 8.3(e) absent the receipt of a
favorable determination letter from the Internal Revenue Service
with respect to such amendment. Similarly, BellSouth Shares are
traded on the New York Stock Exchange, and this Plan contemplates
that such shares will continue to be traded on such exchange or
in some other established stock exchange. If purchases and sales
of BellSouth Shares through an established stock exchange stop
(other than temporarily), this Plan shall be amended as of the
date such trading stops to satisfy the requirements under the
Code for an employee stock ownership plan which invests in stock
which is not readily tradable on an established market or is not
registered under Section 12 of the Securities Exchange Act of
1934, as amended.
     
Section 9.     Distribution; Withdrawal.

     1.   Method of Payment. Any distribution or withdrawal from
a Participating Employee=s Account under this Section 9 shall be
effective as of the Processing Date, and payment to the
Participating Employee shall be processed periodically, in
accordance with Plan Rules, but in no event less frequently than
monthly.  Any distribution or withdrawal under Section 9.2,
Section 9.3 or Section 9.5 shall be made in accordance with the
following paragraphs.

     a.   BellSouth Shares. With respect to Units representing
investments in the ESOP Fund and in the BellSouth Shares Fund,
payment shall be made at the Participating Employee's election
either completely in BellSouth Shares or in cash; except that, in
the case of any fraction of a BellSouth Share, payment shall be
in cash on the basis of the value per share as of the Processing
Date. For the purposes of distributions there shall be deemed to
be in a Participating Employee's Account, as of such Processing
Date, a number of BellSouth Shares determined by dividing the
total value of the Units representing investment in BellSouth
Shares in such Participating Employee's Account as of such
Processing Date by the value per share of BellSouth Shares as of
such Processing Date.

     b.   Other Investments. With respect to Units representing
investments other than in the ESOP Fund and the BellSouth Shares
Fund, payment shall be made as follows:

            (i)     With respect to Participating Employees
     employed by ESOP Companies, at the Participating Employee=s
     election either completely in BellSouth Shares or in cash,
     except that, in the case of any fraction of a BellSouth
     Share, payment shall be in cash on the basis of the value
     per share as of the Processing Date.  For the purposes of
     distributions in BellSouth Shares, there shall be deemed to
     be in a Participating Employee's Account, as of such
     Processing Date, a number of BellSouth Shares determined by
     dividing the total value of the Units in such Participating
     Employee's Account as of such Processing Date by the value
     per share of BellSouth Shares as of such Processing Date.

          (ii) With respect to Participating Employees employed
     by Non-ESOP Companies, in cash on the basis of the
     respective Unit values as of the Processing Date.

     c.   Form of Distribution. The form in which distributions
under the Plan shall be made shall be determined as follows:

           (i) Except as otherwise provided in Paragraph (d)
     below, the payment of any distribution to a Participating
     Employee from the Plan shall be in the form selected by the
     Participating Employee by written notice delivered to the
     Committee, subject to the terms and limitations set forth in
     this Paragraph (c). The Participating Employee may choose
     between (A) a single lump-sum payment and (B) equal annual
     installments (adjusted for investment earnings and losses
     between payments) paid over a term certain.

          (ii) Unless the value of the Units in the Participating
     Employee's Account exceeds (or at the time of any prior
     distribution exceeded) $3,500, or if the payment constitutes
     a withdrawal, payment of the Units shall be made in the form
     of a single lump-sum payment without the consent of the
     Participating Employee.

          (iii)     If a Participating Employee selects payment
     in the form of annual installments over a term certain, the
     Participating Employee must select payments over a period of
     either (A) 10 years or (B) the life expectancy of such
     Participating Employee. If a distribution is to be made to a
     Participating Employee in the form of annual installments
     payable over his life expectancy, the life expectancy of
     such Participating Employee shall be calculated at the time
     distributions commence and shall not thereafter be
     recalculated. The Committee, in its sole discretion, shall
     decide whether the Plan shall make the installment payments
     directly from the Trust Fund or by purchasing an annuity
     contract that is distributed to the Participating Employee.
     Notwithstanding anything herein to the contrary,
     distributions from the Plan must satisfy the requirements of
     Code section 401(a)(9)(G). This means that the incidental
     benefit rules as described in Treasury Regulation section
     1.401(a)(9)-2 shall be satisfied.

          (iv) If a Participating Employee selects payment in the
     form of annual installments over a term certain, the
     Participating Employee may later elect to receive a single
     lump-sum payment of the remaining Units in his Account.

          (v)  Upon the death of a Participating Employee, any
     Units credited to his Account shall be distributed as
     follows:

               (A)  If the Participating Employee=s beneficiary
          is his surviving Spouse (as defined in Section 16.3),
          and

                    (I)  the Participating Employee dies after
               distribution of his Account has begun, payment of
               the remaining portion of the Account shall
               continue to be distributed in the form chosen by
               the Participating Employee; provided, however, the
               surviving Spouse may elect to have the remaining
               portion of the Participating Employee=s Account
               distributed in the form of a single lump sum
               payment as soon as practicable following the
               Participating Employee=s death, or

                    (II) the Participating Employee dies before
               distribution of the Account has begun, the
               surviving Spouse may elect to receive payment of
               the Account in any of the forms permitted under
               this Section 9.1(c) as if the surviving Spouse
               were the Participating Employee, including
               deferral of such benefit until such benefit
               otherwise would have been payable to the
               Participating Employee under Paragraph (vi) below.

               (B)  If the Participating Employee=s beneficiary
          is not his surviving Spouse (as defined in Section
          16.3), any Units credited to the Participating
          Employee=s Account shall be distributed in the form of
          a single lump sum payment as soon as practicable
          following the Participating Employee=s death.

          (vi) If a Participating Employee is to receive or begin
     receiving benefits on or before April 1 of one calendar year
     as a result of his attaining age 702 during the preceding
     calendar year (as provided in Section 9.6), the distribution
     shall be paid in the form of a single lump-sum payment
     unless, on or before November 1 of the calendar year in
     which the Participating Employee attains age 702 (or such
     other date as the Committee may provide), he elects to
     commence receiving his distribution in the form of annual
     installments as permitted in Paragraph (c)(iii) above and in
     Code section 401(a)(9) and the regulations issued
     thereunder.

     d.   Other Distributions. In the event that the Committee
determines that a form of benefit other than the single lump-sum
payment or installments described in Section 9.1(c) is required
for a particular Participating Employee by ERISA, by the Code
(including Code section 409(o) or 411(d)(6)) or by any other
applicable law, the distribution to such Participating Employee
shall be made in accordance with such determination; provided,
however, that this Section 9.1(d) shall not create any right to
an alternate form of benefit for Participating Employees
generally or for any Units credited to the Account of a
particular Participating Employee which are not subject to such
requirements.

     2.   Withdrawals Without Hardship. Not more than once in any
consecutive six-calendar month period, a Participating Employee
(including a Participating Employee who is a former Employee) may
make a withdrawal by giving notice to the Committee or its
designated representative in the manner prescribed in Plan Rules.
Such notice shall specify the amount to be withdrawn, which
amount may equal all or any portion of the vested Units credited
to such person's Account (excluding for this purpose the Profit
Sharing Account and ESOP Account of a Participating Employee who
is an Employee, but including the Profit Sharing Account and ESOP
Account of a Participating Employee who is a former Employee);
provided, that in the case of a Participating Employee who is an
Employee, who has not attained age 59-1/2, or who is not disabled
as of the valuation date with respect to such withdrawal, no
withdrawal may be made with respect to Units in his Before-Tax
Basic Account, Before-Tax Supplemental Account (except as
otherwise provided in Section 9.3) and Qualified Non-Elective
Contributions Account.

     a.   Payment of any withdrawal under this Section 9.2 shall
be made in cash on the basis of the respective Unit Values as of
the Processing Date.  If the value of all Units with respect to
which a withdrawal may be made is less than $500.00, no
withdrawal less than the full amount available for withdrawal
shall be permitted.

     b.   If a Participating Employee makes more than one
withdrawal pursuant to this Section 9.2 in any Plan Year,
Matching Contributions made on behalf of such Participating
Employee shall be suspended for a three-calendar month period
commencing on the first day of the month following the valuation
date of such subsequent withdrawal. Such three month period of
suspension of Matching Contributions shall not constitute a
period of suspension for purposes of Section 13.

     c.   Unless the Participant directs otherwise, any
withdrawal under this Section 9.2 shall be made from a
Participant=s Account in the following order:

          (i)  After-Tax Supplemental Account;

          (ii) After-Tax Basic Account;

          (iii)     Rollover Account;

          (iv) Matching Account;

          (v)  Profit Sharing Account (but only if the
     Participating Employee is a former Employee on or before the
     effective date of the withdrawal);

          (vi) ESOP Account (but only if the Participating
     Employee is a former Employee on or before the effective
     date of the withdrawal);

          (vii)     Qualified Non-Elective Contributions Account
     (but only if the Participating Employee has attained age
     592, is a former Employee or is disabled, on or before the
     effective date of withdrawal);

          (viii)    Before-Tax Supplemental Account (but only if
     the Participating Employee has attained age 592, is a former
     Employee or is Disabled, on or before the effective date of
     withdrawal); and

          (ix) Before-Tax Basic Account (but only if the
     Participating Employee has attained age 592, is a former
     Employee or is Disabled, on or before the effective date of
     withdrawal).

     3.   Hardship Withdrawals of Before-Tax Contributions. A
Participating Employee who is an Employee and who has not reached
age 59-1/2 and is not disabled may request a cash withdrawal of
his Before-Tax Contributions and the earnings applicable to his
Before-Tax Contributions credited to his Account through December
31, 1988 only if the withdrawal is because of a financial
hardship. A request for a withdrawal for a financial hardship
will be granted only if the Committee determines (on the basis of
all the relevant facts and circumstances and in accordance with
the regulations under Code section 401(k)) that the withdrawal is
necessary to satisfy an "immediate and heavy financial" need of
the Participating Employee.

     An "immediate and heavy financial" need shall mean:

     a.   the payment of expenses for medical care described in
Code section 213(d) incurred by the Participating Employee, his
spouse, or his dependents (as defined in Code section 152) or
amounts necessary for those persons to obtain such medical care,

     b.   the purchase (excluding mortgage payments) of a
principal residence for the Participant,

     c.   the payment of tuition and related educational fees for
the next 12 (twelve) months of post-secondary education for the
Participating Employee, his spouse, his children or his
dependents (as defined in Code section 152),

     d.   the prevention of the eviction of the Participating
Employee from his principal residence or foreclosure on the
mortgage on the Participating Employee's principal residence, or

     e.   the need to meet such other conditions as set forth in
the Code or as the Internal Revenue Service officially states is
permissible under Code section 401(k).

A withdrawal generally shall be determined to be necessary to
satisfy such immediate and heavy financial need only if the
Participating Employee demonstrates to the Committee that the
need cannot be relieved:

     a.   through reimbursement or compensation  by insurance or
otherwise,

     b.   by reasonable liquidation of the Participating
Employee's assets and the assets of the Participating Employee's
spouse and minor children which are reasonably available to the
Participating Employee, to the extent such liquidation would not
in itself cause an immediate and heavy financial need,

     c.   by cessation of the Participating Employee's
contributions under Section 4.1,

     d.   by other distributions or nontaxable loans (at the time
the loans are made) from this Plan and all other plans maintained
by his Participating Company or any other employer, or

     e.   by borrowing from commercial sources on reasonable
commercial terms.

The Committee in its discretion may rely on the participating
Employee's representation that such resources are not available
in lieu of independently ascertaining such facts.

     A request for a withdrawal shall be submitted to the
Committee or its delegate in accordance with Plan Rules and shall
be accompanied or supplemented by such evidence as it may
reasonably require. If the Committee grants a request for a
hardship withdrawal, such withdrawal shall be made first from the
Participating Employee's Before-Tax Supplemental Account and
thereafter from his Before-Tax Basic Account to the extent that
the Committee deems necessary to relieve such hardship.  Payment
of a hardship withdrawal shall be made in cash on the basis of
the respective Unit values as of the Processing Date.

     The amount of such withdrawal may include any amounts
necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from such withdrawal.

     4.   Withdrawal of Profit Sharing Account.  Withdrawals from
a Participating Employee=s Profit Sharing Account prior to a
termination of employment shall not be permitted.

     5.   Distribution on Termination of Employment.

     a.   Retirement or Other Termination of Employment Except
Death or Transfer. If a Participating Employee separates from
service as an Employee (on or after the effective date of this
restated Plan) for any reason other than death:

          (i)  all nonvested Units in his Account shall be
     forfeited as soon as practicable following his separation
     from service, provided that no Units will be forfeited if
     such Participating Employee:

               (A)  separates from service because of Disability,

               (B)  separates from service on or after his Normal
          Retirement Age,

               (C)  separates from service pursuant to the
          provisions of a severance pay plan sponsored by his
          Participating Company and approved by the Committee
          which is treated as a welfare plan in accordance with
          ERISA and DOL Regulations section 2510.3-2(b) and which
          provides for payment of severance benefits (other than
          payment in lieu of vacation) to Employees (including
          Employees who are not Highly Compensated Employees) on
          account of termination of employment or in accordance
          with a Participating Company=s plans or practices with
          respect to technological displacements or force surplus
          reduction, or

               (D)  has at least 3 Years of Vesting Service;

          (ii) subject to the terms of Section 9.1 and Paragraph
     (c) below, the distribution of all of the vested Units in
     such Participating Employee's Account shall be made or
     commenced as soon as practicable following the date on which
     such separation is effective; provided, however, that in the
     event such Participating Employee has no vested interest in
     his Account at the time of such separation, he shall be
     deemed to have received a cash-out distribution at the time
     of his separation; provided, further, if the value of such
     Units exceeds (or at the time of any prior distribution
     exceeded) three thousand five hundred dollars ($3,500.00),
     such Participating Employee's Account shall not be
     distributed before age 65 without his written consent; and
     provided, further, a Participating Employee may elect to
     defer distribution or the commencement of distributions
     until a later date, but not later than April of the calendar
     year following the calendar year in which the Participating
     Employee attains age 70; and

          (iii)     contributions made by or on behalf of a
     Participating Employee under Section 4.1, which have not yet
     been allocated and credited to his Account pursuant to
     Section 5, shall be refunded to him in accordance with Plan
     Rules except to the extent such contributions are reflected
     in the value of Units distributable to him under Section
     9.5(a)(ii).

     b.   Death. If a Participating Employee dies while an
Employee, all of the Units in his Account shall be distributed as
soon as practicable following his death, pursuant to Sections 9.1
and 16. Contributions made by or on behalf of such Participating
Employee under Section 4.1, which have not yet been allocated and
credited to his Account pursuant to Section 5, will be refunded
to his beneficiary in accordance with Plan Rules except to the
extent such contributions are reflected in the value of the Units
distributable to his beneficiary under Sections 9.1(c) and 16.

     c.   Delay Upon Reemployment. If a Participating Employee
becomes eligible to receive or begins receiving a benefit payment
in accordance with the terms of paragraph (a) above and
subsequently is reemployed by an Affiliate or Subsidiary prior to
the time his entire Account has been distributed, the
distribution to such Participating Employee shall be delayed or
cease until such Participating Employee again becomes eligible to
receive a distribution from the Plan pursuant to the terms of the
Plan. Notwithstanding the foregoing, if a Participating
Employee's benefit payments have commenced in the form of
installment payments for which an annuity contract has been
purchased and distributed, payments under such annuity contract
shall not cease but shall continue during the period of his
reemployment.

     6.   Required Distribution. Unless a Participating Employee
elects otherwise under the provisions of Section 9.5(a)(ii),
distribution of all of the Units in a Participating Employee's
Account shall be made or commenced to the Participating Employee
upon receipt of a written election form provided by the
Committee; provided, however, distributions in any event shall
begin no later than the April 1 of the calendar year following
the calendar year in which the Participating Employee attains age
70-1/2 even if the Participating Employee has not retired under
this Plan, and, unless a contrary election is in effect under
Section 9.1(c), all of the Units in a Participating Employee's
Account (other than Units representing nonvested amounts) shall
be distributed in a lump sum to the Participating Employee
whenever any distribution (in addition to amounts otherwise
distributable) is required in order to satisfy the minimum
distribution rules under Code section 401(a)(9). Notwithstanding
anything to the contrary in this Plan,

     a.   all distributions under this Plan will be made in
accordance with applicable regulations issued under Code section
401(a)(9), including without limitation any applicable regulation
interpreting Code section 401(a)(9)(G), and Code section 409(o);

     b.   any distribution required under the minimum incidental
death benefit requirements of Code section 401(a)(9)(G) shall be
treated as a distribution required under this Section 9.6 and

     c.   the provisions of this Section 9.6 will control in the
event that any distribution required under Section 9.1(d) is
inconsistent with Code section 401(a)(9) or Code section 409(o).

     7.   Undeliverable Amounts. In the event the Committee is
unable to locate a Participating Employee or, in the case of a
deceased Participating Employee, the designated beneficiary,
surviving Spouse, or beneficiary of the Participating Employee's
estate, as the case may be, after written notice to the last
known mailing address of the payee and such additional effort, if
any, as the Committee deems reasonable under the circumstances,
and no claim is filed for the amount so payable within a
reasonable time after the payments are to commence to such
missing payee, the amount so payable may be treated as abandoned.
The amount of such abandoned Account shall be applied to reduce
future Profit Sharing Contributions and Matching Contributions by
a Participating Company as described in Section 11 of the Plan.
Notwithstanding the foregoing, the amount of such abandoned
Account shall be reinstated and paid to such Participating
Employee, designated beneficiary, surviving Spouse or beneficiary
of the Participating Employee's estate, as the case may be, in
the event that such person thereafter files a claim for the
benefit while the Plan is in effect and demonstrates to the
satisfaction of the Committee that such person is in fact the
missing payee. Notwithstanding anything to the contrary contained
herein, such reinstatement and payout shall be made prior to any
reduction of Profit Sharing Contributions or Matching
Contributions under Section 11 of the Plan and shall be made
first from forfeitures, if any, next from Plan earnings and, if
such amounts are insufficient to satisfy the reinstatement
required by this Section, from current Profit Sharing
Contributions and Matching Contributions, if any.

     8.   Participating Employee Consents. Effective as of the
date of a determination letter first issued by the Internal
Revenue Service stating that the Plan, as amended by this Section
9.8, is qualified under Code section 401(a), any written notice,
election or consent requirement applicable to distributions and
withdrawals under this Section 9 may be deemed satisfied in
accordance with Plan Rules if a Participating Employee uses a
personal identification number in conjunction with a telephonic
request for a distribution or withdrawal and follows such other
procedures (which shall not include the requirement of a written
application or any other form of written consent within the 90-
day period preceding the day on which the loan is made) as are
established by the Committee.
     9.   Rollover Distributions

     a.   General.  Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election
under this Section, a distributee may elect, at the time and in
the manner prescribed by the Committee, to have any portion of an
eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover
and may waive his right to any minimum prior notice of his
rollover rights.

     b.   Definitions.

            (i)     Eligible Rollover Distribution.  An eligible
     rollover distribution is any distribution of all or any
     portion of the balance to the credit of the distributee,
     except that an eligible rollover distribution does not
     include:  any distribution that is one of a series of
     substantially equal periodic payments (made not less
     frequently than annually) made for the life (or life
     expectancy) of the distributee or the joint lives (or joint
     life expectancies) of the distributee and the distributee's
     designated beneficiary, or for a specified period of ten
     years or more; any distribution to the extent such
     distribution is required under Code section 401(a)(9); the
     portion of any distribution that is not includible in gross
     income (determined without regard to the exclusion for net
     unrealized appreciation with respect to employer
     securities); and distributions which do not represent all of
     the balance to the credit of the distributee and which total
     less than $200 during the Plan Year.

           (ii)     Eligible Retirement Plan.  An eligible
     retirement plan is an individual retirement account
     described in Code section 408(a), an individual retirement
     annuity described in Code section 408(b), an annuity plan
     described in Code section 403(a), or a qualified trust
     described in Code section 401(a), that accepts the
     distributee's eligible rollover distribution.  However, in
     the case of an eligible rollover distribution to the
     surviving spouse, an eligible retirement plan is an
     individual retirement account or individual retirement
     annuity.

          (iii)     Distributee.  A distributee includes an
     Employee or former Employee.  In addition, the Employee's or
     former Employee's surviving spouse and the Employee's or
     former Employee's spouse or former spouse who is the
     alternate payee under a qualified domestic relations order,
     as defined in Code section 414(p), are distributees with
     regard to the interest of the spouse or former spouse.

           (iv)     Direct Rollover.  A direct rollover is a
     payment by the Plan to the eligible retirement plan
     specified by the distributee.

     (c)  Waiver of Notice.  Notwithstanding anything to the
contrary in this section, if a distribution is one to which Code
sections 401(a)(11) and 417 do not apply, such distribution may
commence less than 30 days after receiving the notice required
under section 1.411(a)-11(c) of the Income Tax Regulations is
given, provided that:

          (i)  the Committee clearly informs the Participating
     Employee that the Participating Employee has a right to a
     period of at least 30 days after receiving the notice to
     consider the decision of whether or not to elect a
     distribution (and, if applicable, a particular distribution
     option), and

          (ii) the Participating Employee, after receiving the
     notice, affirmatively elects a distribution.

     10.  Transition Rule.  For purposes of effecting the change
to a daily valuation system, and notwithstanding anything
contained in this Section 9 to the contrary, distributions and
withdrawals shall not be made from a Participating Employee=s
Account during the period beginning on June 28, 1996, and ending
on July 7, 1996, or such other dates as may be necessary to
complete such change.
     
Section 10.    Loans.

     1.   Adoption of Loan Provisions. With respect to the
Consolidated Plan, and a Separate Plan if a Separate
Participating Company so elects in its Adoption Agreement, a
Participating Employee who is a party in interest (as defined in
Section 3(14) of ERISA) with respect to the Consolidated Plan or
a Separate Plan, as applicable, may request a loan from the Plan
in accordance with such procedures as the Committee establishes
from time to time. The Committee shall grant all such loan
requests on a reasonably equivalent basis, subject to the
following conditions:

     a.   The principal amount of a loan made under this Section
10 (when added to the outstanding balance of all other loans from
the Plan) to a Participating Employee shall not exceed the lesser
of (i) $50,000 as reduced by the excess, if any, of (A) the
highest outstanding balance of loans from the Plan during the one-
year period ending on the day before the date as of which such
loan is made over (B) the outstanding balance of loans from the
Plan on the date as of which such loan is made, or (ii) 50% of
the sum of the Participating Employee's Before-Tax Basic Account,
Before-Tax Supplemental Account and Rollover Account at the time
the loan is made (where, for purpose of this Paragraph (a), this
Plan and all other plans described in Code section 401 which are
maintained by an Affiliate or a Subsidiary shall be treated as
one plan).

     b.   The loan is secured by no more than 50% of the
Participating Employee's nonforfeitable interest in his Account
immediately after the origination of the loan.

     c.   The loan provides for the repayment (which for a
Participating Employee who is an active Employee shall be made
only through payroll deductions unless otherwise provided by Plan
Rules) of principal and interest in substantially level
installments not less frequent than quarterly over a period of at
least two years but no more than five years. Prepayment of the
loan in a lump-sum amount may be made after the initial one year
installment period. The payroll deductions for loan repayments to
the Plan shall be made prior to the collection of any
contributions.

     d.   The interest rate for the loan shall be the base rate
on corporate loans at large U.S. money center commercial banks
(APrime Rate@) as reported in the Wall Street Journal for the
last Business Day of the calendar quarter immediately preceding
the calendar quarter in which the loan is granted plus any
premium and minus any discount which the Committee deems
appropriate and commercially reasonable under the circumstances
and consistent with applicable law. The Committee's determination
of the applicable interest rate shall be final.

     e.   The loan, if made to a Participating Employee who is an
Employee, shall become due and payable in full in the event that
the Participating Employee's employment terminates for any reason
other than a transfer (which does not involve a Trust-to-Trust
Transfer or a distribution) in accordance with Section 15 prior
to the complete repayment of such loan and, further, the Trustee
shall have the right to deduct any amount due under the loan from
any amount which becomes distributable under this Plan to, or on
behalf of, the Participating Employee.

     f.   The principal amount of the loan is at least $1,000.00.

     g.   The administrative expenses for the loan shall be paid
by the Participating Employee.

     h.   If a Participating Employee with an outstanding loan
balance requests a withdrawal under Section 9.3, the Committee
shall grant such withdrawal in accordance with the terms of
Section 9, provided such withdrawal does not result in the
Participating Employee's outstanding loan balance exceeding his
remaining Before-Tax Basic Account and Before-Tax Supplemental
Account balances in the aggregate, or, to the extent not
prohibited by Code section 401(k)(2)(B), the Committee may reduce
the Participating Employee's outstanding loan balance by
designating such reduction as a distribution if the Committee
deems it advisable to meet the financial needs of the
Participating Employee and, in such event, no limitation on
prepayment shall apply.

     i.   A Participant may have no more than two outstanding
loans from the Plan at any time.

     j.   If required under the Code or ERISA, the Participating
Employee and, if applicable, his spouse (at the time the loan is
made) must consent in writing to such loan.  Such written consent
shall be made in accordance with such procedures as the Committee
establishes from time to time.  Effective as of the date of a
determination letter first issued by the Internal Revenue Service
stating that the Plan, as amended by this sentence, is qualified
under Code section 401(a), the Committee may deem this written
consent requirement to  be satisfied if a Participating Employee
uses a personal identification number in conjunction with a
telephonic request for a loan and follows such other procedures
(which shall not include the requirement of a written application
or any other form of written consent within the 90-day period
preceding the day on which the loan is made) as are established
by the Committee.

     k.   The loan shall become due and payable in full if the
Participating Employee's obligation to repay the loan has been
discharged through a bankruptcy or any other legal process or
action which did not actually result in payment in full.

     l.   The loan shall be in default at such time as the
Participating Employee (i) fails to make three consecutive
months' loan repayments; (ii) fails to repay the loan in full
either (A) before the end of the five-year maximum loan period
set forth in Section 10.1(c) or (B) at such earlier time as the
loan becomes due and payable under this Section 10; or (iii)
satisfies any other default condition set forth in the terms and
conditions of the promissory note that accompanies the loan.
Upon default of the loan, the Trustee shall cause the portion of
the borrower's Account which has been pledged to secure the loan
to be used to repay such loan; provided, although the Committee
may treat any portion of the loan balance that remains
outstanding after a default as taxable income to the borrower in
accordance with the terms of Code Section 72(p), no portion of
such outstanding loan balance may be treated as a reduction of a
Participating Employee's Account balance until such time as such
reduction, if treated as a distribution, will not breach the
special distribution restrictions of Code Section 401(k)(2)(B).

     m.   The Participating Employee agrees to such other terms
and conditions as the Committee deems appropriate under the
circumstances.

          If a loan is authorized, the Committee or its designee,
as soon as administratively practicable following authorization
and in accordance with Plan Rules, shall direct the transfer of
the principal amount of such loan from the Participating
Employee's subaccounts proportionately from the investments of
each subaccount, to a special loan Account for such Participating
Employee, in accordance with a procedure which the Committee
deems appropriate under the circumstances.  The loan shall be
made from such loan Account, and principal and interest payments
on the loan shall be credited when made to such loan Account.
Payments so credited shall be transferred back to the
Participating Employee's Account in such a manner as the
Committee deems appropriate under the circumstances and shall be
reinvested in the same manner as a current contribution in
accordance with the Participating Employee's current investment
election.

     2.   Transition Rule.  For purposes of effecting the change
to a daily valuation system, and notwithstanding anything
contained in this Section 10 to the contrary, loans shall not be
made to Participating Employees during the period beginning on
June 28, 1996, and ending on July 7, 1996, or such other dates as
may be necessary to complete such change.

Section 11.    Restorals of Forfeited Amounts.

     1.   Application of Forfeitures.

     a.   Reduction of Profit Sharing and Matching Contributions.
To the extent not used to satisfy the Participating Company=s
restoration obligation set forth in Section 11.2, nonvested
amounts forfeited by a Participating Employee shall be applied
when available against the obligation of the Participating
Company which made the related contributions to make its
contributions under Section 4.2; provided, if the nonvested
amounts forfeited and available with respect to a Consolidated
Participating Company exceed such company=s contribution
obligation for a Plan Year, the excess of such nonvested amounts
forfeited shall be used to reduce the contribution obligations of
the other Consolidated Participating Companies for such Plan
Year.  Nonvested amounts forfeited in a Participant=s Profit
Sharing Account shall be first applied to reduce the obligation,
if any, of the Participating Company which made the related
contributions to make Profit Sharing Contributions and may be
applied to reduce its Matching Contributions only after the
obligation, if any, to make Profit Sharing Contributions is
completely satisfied.  Nonvested amounts forfeited in a
Participating Employee=s Matching Account shall be first applied
to reduce the obligation of the Participating Company which made
the related contributions to make Matching Contributions and may
be applied to reduce its Profit Sharing Contributions obligation,
if any, only after the obligation to make Matching Contributions
is completely satisfied.  No Matching Contribution or Profit
Sharing Contribution, as the case may be, shall be made directly
by a Participating Company to the extent that forfeitures are
available to satisfy such contribution obligation.  All amounts
forfeited shall be applied as a credit to reduce subsequent
contributions of the Participating Company which made the related
contributions at the time of forfeiture.

     b.   Plan Termination.  Notwithstanding the terms of
subsection (a) hereof, in the event this Plan is terminated, any
forfeitures not applied prior thereto to satisfy the
Participating Company=s restoration obligation as set forth in
Section 11.2 or to reduce a Participating Company=s obligation
under Section 4.2(a) shall be credited, subject to the limits of
Section 6, ratably to the Accounts of its Employees who are
Participating Employees on the date of such termination in
proportion to the amounts of the Matching Contributions credited
to their Accounts for the last month with respect to which such
contributions were made; provided, if such crediting of
forfeitures would cause impermissible discrimination under the
Consolidated Plan, the forfeitures that may not be so credited
because of such discrimination shall be credited in a similar,
nondiscriminatory manner to the Accounts of other Participating
Employees participating in the Consolidated Plan.

2.   Restoral of Forfeited Amounts.

     a.   How Restored. If there was a forfeiture of Units
representing nonvested amounts in a Participating Employee's
Account for an Employee or a former Employee, the amount
forfeited shall subsequently be restored to such Account, subject
to the conditions of this Section 11, through contributions of
the Participating Company if:

          (i)  for an individual who received a withdrawal under
     Section 9.2 or a distribution in the form of a single lump-
     sum payment under Section 9.5(a), such individual makes a
     lump-sum payment to the Committee in cash within the time
     period provided for such payment under Section 11.2 in an
     amount equal to the amount of cash plus the value on the
     date of withdrawal or distribution of shares which the
     Participating Employee received in the withdrawal or
     distribution; or,

          (ii) for an individual who terminated employment but
     who did not receive a distribution in the form of a single
     lump-sum payment under Section 9.5(a), such individual is
     reemployed as an Employee before he has five consecutive
     Breaks in Service.

     b.   Deadline For Repayment. Any repayment made under this
Section 11.2 must be made at a time when the individual is an
Eligible Employee in the active service of a Participating
Company and on or before the earlier of (1) five years after the
first date on which the individual is subsequently reemployed by
a Participating Company, (2) the end of a period of five
consecutive Breaks in Service commencing after the distribution,
if the Employee separates from service (for any reason other than
transfer in accordance with Section 15) following the withdrawal
or distribution, or (3) in the case of a withdrawal under Section
9.2, five years after the date of such withdrawal.

     c.   How Repayments and Restorals Are Invested and Credited.
Repaid amounts shall be nonforfeitable and repaid and restored
amounts shall be invested according to the Participating
Employee's investment direction in effect at the time of the
repayment or restoral. The number of Units credited to the
Participating Employee's Account through the investment of the
repaid amounts and restored amounts shall be based on the value
of the Units representing each type of investment as of the
Business Day on which such repayment or restoral is received by
the Trustee and credited to the Participating Employee=s Account.
     
Section 12.    Administration By Trustee.

     1.   Trust Agreement. BellSouth has entered into the Trust
Agreement with the Trustee, and the Trust Agreement shall be a
part of this Plan. The Trust Agreement shall provide, among other
things, that all funds received by the Trustee thereunder will be
held by the Trustee or an insurance company or companies, or by
other financial institutions, and that no part of the corpus or
income of the Trust Fund held by the Trustee shall be used for,
or diverted to, purposes other than for the exclusive benefit of
Participating Employees or their beneficiaries and shall set
forth the rules on how BellSouth Shares shall be voted and, if
there is a tender offer for such shares, how such shares shall be
tendered. BellSouth shall have authority to remove such Trustee
or any successor Trustee, and any Trustee or any successor
Trustee may resign. Upon removal or resignation of a Trustee,
BellSouth shall appoint a successor Trustee. BellSouth also shall
have authority to direct that there shall be more than one
Trustee under the Trust Agreement and to determine the portion of
the assets under the Trust Agreement to be held by each such
Trustee. If such a direction is given, BellSouth shall appoint
the additional Trustee or Trustees, and each Trustee shall hold
and administer and keep records with respect to the portion of
such assets held by it. BellSouth also shall have such other
powers and duties under the Trust Agreement as set forth from
time to time in such agreement.

     2.   Commingled Trust. The Trustee may, but shall not be
required to, commingle, hold and invest as one trust all
contributions made by all Participating Companies under this Plan
and other qualified plans of Affiliates or Subsidiaries.

     3.   Audit. BellSouth shall select a firm of independent
certified public accountants to examine and report on the
financial position and the results of operation of the Trust
Fund.
     
Section 13.    Election to Voluntarily Suspend Contributions.

     1.   Voluntary Suspension of Contributions. A Participating
Employee may elect to voluntarily suspend contributions under
Section 4 in accordance with Plan Rules.

     2.   Limitations on Voluntary Suspension. A Participating
Employee may voluntarily suspend contributions under Section 4
only once in any Plan Year and no suspension shall be for a
period of less than three months. These limitations shall not
apply in case of a suspension in the event the Participating
Employee is absent on account of sickness or disability in
accordance with Section 14.

     3.   Resumption of Contributions.  A Participating Employee
may elect to resume making contributions under Section 4 as of
any Enrollment Date succeeding the minimum three-month period of
suspension.
     
Section 14.    Leave of Absence; Layoff; Absence on Account of
Sickness or Disability.

     1.   Leave of Absence. If a Participating Employee is
granted a paid leave of absence by his Participating Company,
there shall be no contributions made under Section 4.1 from any
compensation paid during the period of such leave, and
contributions automatically shall be deemed to be suspended
during such period.

     2.   Layoffs. If a Participating Employee is laid off, there
shall be no contributions made under Section 4.1 from any
compensation paid during such period of layoff, and contributions
automatically shall be deemed to be suspended during such period.
If at the end of 12 months the Participating Employee has not
returned as an Eligible Employee in active service, then,
notwithstanding any other provision of this Plan, his employment
shall be deemed to have been terminated for purposes of
distribution under this Plan, and such Participating Employee's
Account shall become nonforfeitable at such time; provided,
however, no distribution of such Participating Employee's Account
shall be made until otherwise permissible under Code section
401(k). The layoff of the Participating Employee in accordance
with any comparable provisions of a Predecessor Plan shall be
considered as a layoff for the purposes of the provisions of this
Section 14.2.

     3.   Absences on Account of Sickness or Disability.

     a.   If a Participating Employee is absent on account of
sickness or disability and is receiving short-term sickness
payments or disability benefit payments under his Participating
Company's short term disability plan or anticipated disability
program, contributions under Section 4 will be made from such
payments to the extent such payments constitute Eligible
Compensation, and reference to contributions from compensation in
this Plan shall include contribution from such payments. The
Participating Employee may at any time elect to suspend
contributions from such payments without penalty in accordance
with Section 13 and Plan Rules.

     b.   Contributions from Eligible Compensation may be resumed
following the end of the period during which the Participating
Employee is absent (in accordance with Section 14.3(a)) on
account of sickness or disability in accordance with Plan Rules.

     c.   If immediately following the end of the period during
which a Participating Employee is absent on account of sickness
or disability the Participating Employee is not in active service
or on a leave of absence, his employment shall be deemed to have
been terminated for purposes of distribution under this Plan, and
such Participating Employee's Account shall become nonforfeitable
at such time; provided, however, no distribution of such
Participating Employee's Account shall be made until otherwise
permissible under Code section 401(k).
     
Section 15.    Change to Non-Management Employee; Transfer to
          Another Participating Company; Transfer to an Affiliate
          or Subsidiary Not a Participating Company; Change to
          Separate Participating Company; Change to Consolidated
          Participating Company; Other Interchange Employees.

     1.   Change to Non-Management Employee. If a Participating
Employee ceases to be an Eligible Employee as a result of a
change in status from Management Employee to Non-Management
Employee for a period of more than thirty days, contributions by
or on behalf of such Participating Employee under Section 4.1
shall be suspended during such period. If such Participating
Employee remains a Non-Management Employee, he may elect within
the six-calendar month period beginning with the end of the month
in which he became a Non-Management Employee and in accordance
with Plan Rules, a Trust-To-Trust Transfer from this Plan (other
than amounts in his ESOP Account) to the Savings and Security
Plan. If no such election is made within such six-month period,
the Committee shall automatically transfer the value of his
Account in this Plan (other than amounts in his ESOP Account) to
such plan as soon as practicable after the end of such six-month
period in accordance with the terms of such plan.

     2.   Transfer to Another Participating Company. The effect
under this Plan of a transfer of a Participating Employee from
one Participating Company to another Participating Company shall
be determined under Plan Rules and  Interchange Agreements, if
any, which address such transfers.

     3.   Transfer to an Affiliate or Subsidiary Not a
Participating Company. A Participating Employee who terminates
employment with a Participating Company and who within a period
of 30 days from the date of such termination commences employment
with an Affiliate or a Subsidiary which is not a Participating
Company shall be deemed to have transferred to such Affiliate or
Subsidiary in accordance with this Section 15 and may elect (1)
that the Participating Employee's Account remain in this Plan
until his employment with such Affiliate or Subsidiary
terminates, (2) that a Trust-To-Trust Transfer be made (except
for his ESOP Account) from this Plan to a Qualified Savings Plan
maintained by such Affiliate or Subsidiary, or (3) that his
Account in this Plan be immediately distributed without
forfeiture, provided such distribution is permissible under Code
section 401(k) and the rules respecting the ESOP. Such elections
shall be made in accordance with Plan Rules and the provisions of
any applicable Interchange Agreement.

     4.   Change to Separate Participating Company; Change to
Consolidated Participating Company.

     a.   If a Consolidated Participating Company changes status
to a Separate Participating Company, that Participating Company
shall, effective as of the date of such change, no longer be
eligible to participate in the Consolidated Plan (including the
ESOP portion of the Plan ).  All amounts contributed by the
Participating Company on and after the date of such change will
be contributed to a Separate Plan.  All amounts contributed by
the Participating Company prior to the date of such change shall
remain in the Consolidated Plan; provided, however, that the
Committee, in its sole discretion, may elect to transfer such
amounts to the Separate Plan.

     b.   If a Separate Participating Company changes status to a
Consolidated Participating Company, that Participating Company
shall, effective as of the date of such change, become eligible
to participate in the Consolidated Plan (including the ESOP
portion of the Plan ).  All amounts contributed by the
Participating Company on and after the date of such change will
be contributed to the Consolidated Plan.  All amounts contributed
by the Participating Company prior to the date of such change
shall remain in the Separate Plan; provided, however, that the
Committee, in its sole discretion, may elect to transfer such
amounts to the Consolidated Plan.

     5.   Other Interchange Employees. Unless Section 15.2 or
Section 15.3 applies, a Participating Employee covered by an
Interchange Agreement who terminates employment with a
Participating Company and within a period of 30 days from the
date of such termination commences employment with an Interchange
Company shall be deemed under this Section 15 to have transferred
to the Interchange Company and such Participating Employee's
Account shall remain in this Plan during the three-month period
beginning with the effective date of such transfer to the
Interchange Company, and at the end of such three-month period,
the distribution of the Participating Employee's Account shall be
made as soon as practicable after such distribution is
permissible under Code section 401(k) and the rules respecting
the ESOP. Notwithstanding the preceding sentence, the
Participating Employee may within such three-month period elect a
Trust-To-Trust Transfer (except for his ESOP Account) from this
Plan to a Qualified Savings Plan maintained by the Interchange
Company. Such transfer shall be made in accordance with Plan
Rules and only if such a transfer is specifically provided for by
the applicable Interchange Agreement.

     6.   Value Transferred. If a Participating Employee elects a
Trust-To-Trust Transfer from this Plan to a Qualified Savings
Plan in accordance with the provisions of this Section 15, the
Trustee shall transfer assets or cash equal to the value of his
Account to the trustee as of any Business Day.  The value of such
Trust-to-Trust Transfer shall be determined on the basis of the
respective Unit values as of the Business Day on which such
transfer is processed. The value credited to the Participating
Employee's account in the Qualified Savings Plan shall be the
same as the value credited to the Participating Employee's
Account in this Plan immediately prior to the transfer (each of
which shall be equal to the value as of the Business Day on which
such transfer is processed); provided, however, that
notwithstanding anything to the contrary, the Participating
Employee's account in such Qualified Savings Plan shall
thereafter be governed entirely by the terms and conditions of
such Qualified Savings Plan.
     
Section 16.    Designation of Beneficiaries; Spousal Consent;
          Definition of Spouse; Distributions upon Death.

     1.   Designation of Beneficiaries.

     a.   Except as provided in Section 16.1(b) and Section 16.2,
a Participating Employee may designate a beneficiary or
beneficiaries to receive all or part of the Participating
Employee's Account in case of his death, and may change or revoke
such designation at any time in accordance with Plan Rules.

     b.   If the Participating Employee's beneficiary designation
includes a trust or other person (other than an individual) as
either the primary or a contingent beneficiary, the Committee
shall have the right at its discretion to disregard such
designation for purposes of this Plan.

     c.   A beneficiary designation in effect under the
comparable provisions of a Predecessor Plan shall be accepted by
the Committee if no designation has been made under this Plan and
if such designation satisfies the requirements of applicable law.

     2.   Spousal Consent. Notwithstanding Section 16.1, if a
Participating Employee has a surviving "Spouse" (as defined in
Section 16.3) at his death, his surviving Spouse shall be deemed
to be his designated beneficiary for the entire nonforfeitable
amount in his Account, unless:

     a.   such Spouse has consented (or consents) in writing as
to the designation of a specific person or persons (including a
trust) as beneficiary of all or part of the Participating
Employee's Account, and such consent is witnessed by a notary
public and acknowledges the effect of such designation; or

     b.   the Participating Employee before his death has
established to the satisfaction of the Committee that such
consent may not be obtained because there is no Spouse, the
Spouse cannot be located or because of any other circumstances as
may be described in regulations under Code section 417 under
which spousal consent is not required.

     3.   Definition of Spouse. For purposes of this Section 16,
the term "Spouse" shall mean the individual who the Committee
determines, in accordance with the laws of the state of which the
Participating Employee was a resident on the date of his death,
is the Participating Employee's lawful husband or wife on the
date of the Participating Employee's death, which determination
shall be final and binding on all parties.

     4.   Distribution upon Death. In case of the death of a
Participating Employee, the amount in the Participating
Employee's Account with respect to which a designation of
beneficiary has been made (to the extent it is valid and
enforceable under applicable law) shall be distributed in
accordance with this Plan to the designated beneficiary or
beneficiaries. If no beneficiary is so designated or no such
designated beneficiary survives the Participating Employee, the
amount in the Participating Employee's Account distributable upon
his death shall be distributed to the Participating Employee's
surviving Spouse, if any, or, if there is no surviving Spouse, to
the Participating Employee's estate. If the Committee determines
that there is any bona fide question as to the legal right of any
beneficiary to receive a distribution under this Plan, the amount
in question may be paid to the surviving Spouse, if any, or, if
there is no surviving Spouse, to the estate of the Participating
Employee, or in either case to a court of competent jurisdiction,
in which event the Trustee, BellSouth and the Participating
Company shall have no further liability to anyone with respect to
such amount.

     5.   Forfeiture of Benefits by Killers.

     Notwithstanding anything to the contrary in the Plan, no
distribution of benefits shall be made under any provision of the
Plan to any individual who kills the Participating Employee in
the Plan with respect to whom such distribution would otherwise
be payable. An individual shall be deemed to have killed a
Participating Employee for purposes of this Section 16.5 if, by
virtue of such individual's involvement in the death of the
Participating Employee, such individual's entitlement to an
interest in assets of the deceased could be denied (whether or
not there is in fact any such entitlement) under any applicable
law, state or federal, including without limitation laws
governing intestate succession, wills, jointly-owned property,
bonds, and life insurance. For purposes of the Plan, any such
killer shall be deemed to have predeceased the Participating
Employee. The Committee may withhold distribution of benefits
otherwise payable under the Plan for such period of time as is
necessary or appropriate under the circumstances to make a
determination with regard to the application of this Section
16.5.

Section 17.    Benefits Not Assignable; Qualified Domestic
          Relations Orders.

     1.   Benefits not Assignable. Except as otherwise provided
by law and Section 17.2, no benefit, payment or distribution
under this Plan shall be subject either to the claim of any
creditor of a Participating Employee or beneficiary or to
attachment, garnishment, levy, execution or other legal or
equitable process by any creditor of such person, and no such
person shall have any right to alienate, commute, anticipate or
assign (either at law or equity) all or any portion of any
benefit, payment or distribution under this Plan.

     2.   Qualified Domestic Relations Orders.

     a.   Notwithstanding Section 17.1, this Plan shall provide
for payment of benefits in accordance with the applicable
requirements of a "qualified domestic relations order" as that
term is defined in Code section 414(p). The Committee, in
accordance with uniform and nondiscriminatory procedures
established by the Committee, shall determine the qualified
status of such order and administer any distributions under this
Plan pursuant to such order in accordance with the rules set
forth in Code section 414(p), and any such determination or
payment shall be final and binding on all parties.

     b.   If any payments were being made under a Predecessor
Plan on January 1, 1985 pursuant to a domestic relations order,
such order shall be treated for all purposes under this plan as a
qualified domestic relations order within the meaning of Code
section 414 (p) with respect to that portion of an Account
subject to such order.

     c.   Any interest in a Participating Employee's Account
which is payable to an alternate payee (as described in Code
section 414(p)) under a qualified domestic relations order before
the date such interest is payable under Section 9.5 to such
Participating Employee nevertheless shall be payable under this
Section 17.2 to such alternate payee in accordance with the terms
of such order without regard to the distribution events described
in Section 9.5.
     
Section 18.    Expenses.

     Expenses of administering the Plan may be paid from Plan
assets, and certain expenses of administering the Plan may be
charged to the Accounts of Participants, in accordance with Plan
Rules and the Trust Agreement. Brokerage fees, transfer taxes and
other expenses incident to the purchase or sale of securities by
the Trustee shall be deemed to be part of the cost of such
securities or deducted in computing the proceeds therefrom, as
the case may be. Transfer taxes in connection with distribution
of BellSouth Shares to Participating Employees or their
beneficiaries shall be borne by the Participating Company which
last employed the Participating Employee on whose behalf the
distribution was made. Taxes, if any, or income received on any
assets held by the Trustee shall be charged appropriately against
the Accounts of a Participating Employee as the Committee shall
determine.  Any expenses not paid from Plan assets shall be paid
by a Participating Company.
     
Section 19.    Modification or Merger of Plan.

     1.   Modification.  BellSouth by action of its Board of
Directors or its delegate may modify the Consolidated Plan and/or
any Separate Plan, provided that no part of the corpus or income
attributable to any funds received by the Trustee for the
purposes of this Plan shall be used for, or diverted to, purposes
other than for the exclusive benefit of Participating Employees
or their beneficiaries, and no modification shall eliminate an
optional form of benefit or deprive a Participating Employee of
the nonforfeitable percentage of his Account balance accrued to
the date of such modification except to the extent permissible
under Code section 411(d)(6). BellSouth by action of its Board of
Directors may delegate authority to the Committee with respect to
the modification of the Consolidated Plan and/or any Separate
Plan. Any modification shall be effective at such date as
BellSouth or the Committee, whichever is applicable, may
determine, except that no such modification may apply to any
period prior to the adoption of the modification by BellSouth or
the Committee, whichever is applicable, unless, in the opinion of
BellSouth or Committee, whichever is applicable, such
modification is necessary or advisable in order to comply with
the provisions of the Code (including any rulings thereunder)
relating to the qualification of this Plan or relating to the
income tax exemption of the Trust Fund and would not adversely
affect the rights of Participating Employees in respect of this
Plan. Notice of any modification of this Plan shall be given to
the Trustee and to all Participating Companies and, except for
changes which the Committee determines to be of a minor nature
and, in the Committee's judgment, which do not adversely affect
their interests and which are not required to be disclosed under
the Code or ERISA, shall also be given to all Participating
Employees. A modification may affect current Participating
Employees as well as future Participating Employees.

     2.   Merger or Consolidation. There shall be no merger or
consolidation of this Plan with, or transfer of assets or
liabilities of this Plan to, any other plan unless each
Participating Employee would (if such other plan then terminated)
receive a benefit immediately after such merger, consolidation or
transfer which is equal to or greater than the benefit the
Participating Employee would have been entitled to receive
immediately before such merger, consolidation or transfer (if
this Plan had then terminated).
     
Section 20.    Termination of Contributions under Plan;
          Liquidation of the Plan.

     BellSouth, by action of its Board of Directors, may at any
time terminate contributions under Section 4.1 for all
Participating Employees and all contributions under Section 4.2
by all Participating Companies. BellSouth may terminate the
Consolidated Plan, one or more Separate Plans, and/or a
Participating Company's participation in the Plan. Furthermore,
if a Participating Company ceases to be a Subsidiary or an
Affiliate (other than through a merger or consolidation into
another Participating Company), such Participating Company's
participation in this Plan shall terminate. Except with respect
to the Consolidated Plan or a Separate Plan, or except to the
extent required under the Code, any such termination of a
Participating Company's participation in this Plan shall not be
deemed to be a termination or partial termination of the Plan. No
termination shall have the effect of diverting the amounts held
by the Trustee to purposes other than as provided in this Plan.

     Upon a termination of all contributions by a Participating
Company, this Plan shall nevertheless remain in effect as to such
Participating Company in other respects, except that (1) no
Participating Employee under this Plan as adopted by such
Participating Company shall thereafter forfeit any amounts in his
Account and (2) instead of the withdrawal and distribution rights
specified in Section 9, each such Participating Employee shall,
by giving written notice on a form to be provided for this
purpose and delivered to the Committee or its designated
representative prior to a termination of his Participating
Company's participation in this Plan, elect either (a) to leave
all Units credited to the Participating Employee's Account in the
Trust Fund held by the Trustee and distributed in a single
distribution upon the Participating Employee's separation from
service, death, disability, attainment of age 59-1/2, or other
permissible distribution events under Code section 401(k),
whichever occurs first, or (b) to have all Units credited to the
Participating Employee's Account, excluding the Participating
Employee's Before-Tax Account and ESOP Account, distributed in a
single distribution as soon as practicable after the last date
for making such an election and to have all Units credited to a
Participating Employee's Before-Tax Accounts distributed in a
single sum distribution upon the Participating Employee's
separation from service, death, disability, attainment of age 59-
1/2 or other permissible distribution events under Code section
401(k), whichever occurs first.  The Participating Employee=s
ESOP Account shall remain in the Plan and continue to be
administered in accordance with the terms of the Plan.

     Notwithstanding the foregoing, following such a termination
of all contributions by a Participating Company, such
Participating Company may, at any time after such termination,
determine that this Plan and the Trust Fund shall be liquidated
as to such Participating Company, in which event distribution
shall be made as soon as permissible under Code section 401(k)
and Code section 411(a)(11) to each of its Participating
Employees (or any other person or persons entitled to such
distribution under this Plan) of all Units in each such
Participating Employee's Account.

     BellSouth shall have the right to completely terminate this
Plan, and, as soon as practicable after the complete termination
of this Plan, all Participating Employees who are then Employees
shall be fully vested and all Participating Employees shall
receive a distribution in the form of a single lump-sum payment
of all the vested Units in their Accounts as soon as permissible
under Code section 401(k) and Code section 411(a)(11). BellSouth
also shall have the right to make the ESOP portion of this Plan a
separate and distinct plan for Participating Employees and, if
BellSouth exercises that right, this Plan shall continue without
interruption and the ESOP portion shall continue without
interruption as separate and distinct plans within this documents
or, at BellSouth's option, in separate documents.


Section 21.    Notices to Participating Employees; Administrative
          Notices.

     1.   Notices to Participating Employees. Notices, reports
and statements to be given, made or delivered to Participating
Employees shall be deemed duly given, made or delivered when
addressed to them and delivered by ordinary mail, or by company
mail, to their last known business or home address.

     2.   Administrative Notices. Authorizations, designations,
directions, elections or other administrative notices required by
this Plan shall be made to the Savings Plan Administrators (as
described in Section 23.3 of this Plan) or their designated
representative or to the Committee or its designated
representative in accordance with Savings Plan Administrator
rules or Plan Rules, whichever are applicable under the
circumstances.
     
Section 22.    Adoption of the Plan by a Participating Company.

     1.   General.  Any Affiliate or Subsidiary may, by action of
its Board of Directors or equivalent governing body and with the
consent of the Senior Officer for Human Resources of BellSouth,
adopt this Plan and the Trust Agreement either as a Consolidated
Participating Company (pursuant to the provisions of Section 22.2
below) or as a Separate Participating Company (pursuant to the
provisions of Section 22.3 below).

     2.   Consolidated Participating Companies.  Any Affiliate or
Subsidiary may become a Consolidated Participating Company by
executing an Adoption Agreement specifying the terms of
participation and by delivering such Adoption Agreement to
BellSouth and the Trustee.  In lieu of, or in addition to,
executing a formal Adoption Agreement, the Consolidated
Participating Company=s resolutions adopting and approving the
adoption of the Consolidated Plan may be considered the adoption
thereof; provided, however, if a Consolidated Participating
Company wishes to adopt any terms and conditions which differ
from those as set forth in this amended and restated Plan
document, such Consolidated Participating Company must adopt the
Consolidated Plan using a formal Adoption Agreement.  In the
event the Consolidated Participating Company uses resolutions to
adopt the Consolidated Plan, the resolutions shall, at a minimum,
set out the names of the Consolidated Participating Companies and
the dates that their participation in the Consolidated Plan
commenced.

     The Consolidated Plan shall be considered a single plan for
purposes of Code section 414(l).  All assets contributed to the
Consolidated Plan by Consolidated Participating Companies shall
be available to pay benefits to all Participating Employees
therein and their beneficiaries irrespective of which
Consolidated Participating Company is the employer of such
Participating Employees; provided, however, assets held in the
ESOP shall be available only to pay benefits to Participating
Employees in the ESOP portion of the Consolidated Plan and their
beneficiaries.  Available assets held in the ESOP shall not be
used to pay benefits under the non-ESOP portion of the
Consolidated Plan.  Nothing contained herein shall be construed
to prohibit the separate accounting for assets contributed by
Consolidated Participating Companies to the Consolidated Plan for
purposes of cost allocation, contributions, forfeitures or other
purposes, pursuant to the terms of the Plan and as directed by
the Committee.

     3.   Separate Participating Companies. Any Affiliate or
Subsidiary may become a Separate Participating Company by
executing an Adoption Agreement specifying the terms of
participation and by delivering such Adoption Agreement to
BellSouth and the Trustee.  The Separate Participating Company=s
resolutions may not be used to adopt a Separate Plan.  In
addition, more than one Affiliate or more than one Subsidiary (as
long as all such Subsidiaries are part of the same controlled
group under Code section 414(b) or (c) or affiliated service
group under Code section 414(m) or (o)) may together adopt this
Plan and Trust Agreement as a Separate Plan, by jointly entering
into an Adoption Agreement and executing the procedures described
hereinabove; provided, for purposes of this Plan, all of such
Affiliates and Subsidiaries shall be treated as a single
employer, and the term AParticipating Company@ shall refer
collectively to such group of Affiliates or Subsidiaries.

     Each Separate Participating Company adopting a Separate Plan
shall designate such Plan as a separate and distinct plan for the
exclusive benefit of its Employees, or the Employees of the
division(s) or subdivision(s) with respect to which such Separate
Plan is adopted, as the case may be.  The contributions made by a
Separate Participating Company to each Separate Plan and any
forfeiture attributable to such contributions shall be used only
for the benefit of Participating Employees and beneficiaries
under such Separate Plan.  Notwithstanding any contrary
provisions in this Plan or Trust Agreement, each Separate Plan
established pursuant to this Section 22.3 is intended to be a
separate and distinct plan for purposes of Code section 414(l),
and the assets of each such Separate Plan shall be available
solely for the benefit of the Participating Employees and
beneficiaries covered under such Separate Plan.  The
disqualification of any such Separate Plan shall not affect the
qualified status of any other Separate Plan adopted hereunder or
the tax-exempt status of the trust created by the Trust
Agreement.

     4.   Amendment.  Any amendment to the Consolidated Plan or a
Separate Plan by BellSouth or its delegate automatically shall be
effective as to each Participating Company without any further
action by any Participating Company.

     5.   Committee Actions. All actions and decisions by the
Committee automatically shall be binding upon any Participating
Company.

     6.   Discontinuance of Participation.  Any Participating
Company shall be allowed to discontinue participation in this
Plan upon sixty (60) days written notice to BellSouth, the
Committee and the Trustee.
     
Section 23.    Administration and Interpretation of Plan.

     1.   Plan Sponsor. BellSouth shall be the sponsor of the
Consolidated Plan and, exclusively for reporting and disclosure
purposes, shall be the sponsor of each Separate Plan.  For all
other purposes, each Participating Company shall be the sponsor
of the Plan that it adopts; provided, if more than one Affiliate
or Subsidiary collectively adopts the Plan, the Affiliate or
Subsidiary that serves as the plan sponsor shall be specified in
the Adoption Agreement.

     3.   Savings Plan Committee. BellSouth shall appoint a
Savings Plan Committee (the ACommittee@) to serve as plan
administrator (as defined in Code section 414(g)) which shall
have such powers as may be necessary to enable it to administer
all claims for Plan benefits for all Participating Companies,
except for powers expressly vested in BellSouth, the Trustee or
any investment managers appointed under the terms of the Trust
Agreement. BellSouth shall adopt rules for operation of the
Committee. BellSouth and the Committee may each employ persons to
render advice or to perform administrative or recordkeeping
services with regard to any of its responsibilities under this
Plan. The Committee shall have the exclusive right and authority
to determine benefits under the Plan and to interpret the
provisions of the Plan, and its determinations and
interpretations shall be final and conclusive.

     4.   Administrative Committees. BellSouth and the Committee
may delegate authority with respect to certain matters to
officers or employees of BellSouth and the Participating
Companies. BellSouth and the Committee may also provide for the
appointment of one or more persons in each Participating Company
to be known as the Administrative Committee of such Participating
Company, which, in addition to the authority and responsibilities
otherwise specifically provided to such committee under the Plan,
shall have authority (i) to grant or deny claims for benefits
under the Plan, (ii) to develop administrative procedures and
rules of operation, and (iii) to administer the Plan for the
Eligible Employees of such Participating Company, to the extent
that such authority does not exceed the limits of the authority
reserved by BellSouth and the Committee, or limitations of the
Plan; provided, if there is more than one Administrative
Committee (or divisions of a single Administrative Committee)
operating independently with respect to one or more Participating
Companies= participation in the Consolidated Plan or a Separate
Plan, the Committee shall take such actions and establish such
guidelines to assist the various Administrative Committees in
administering the applicable Plan in an internally consistent
manner.  If no Administrative Committee shall be appointed with
respect to any one or more Plan, the authorities and
responsibilities allocated to the Administrative Committee
hereunder shall be exercised by the Committee.

     5.   Plan Rules. The Committee and each Administrative
Committee shall establish such reasonable nondiscriminatory rules
and procedures as it deems appropriate under the circumstances
for the proper administration of this Plan and such rules and
procedures shall be communicated to all affected Participating
Employees and beneficiaries.

     6.   Claims and Claim Processing. Claims will be processed
in accordance with ERISA and regulations thereunder and the
claims processing procedures (as set forth in the summary plan
description for this Plan) shall include, but not be limited to,
the following:

     a.   Claims shall be presented to the Administrative
Committee which shall either arrange for payment of the claim or
deny the claim. Adequate and timely notice shall be provided in
writing to any person whose claim has been denied by the
Administrative Committee, setting forth the specific reasons for
such denial.

     b.   Any person whose claim for benefits has been denied
may, within 60 days after receipt of notice of denial, submit a
written request for review of the decision denying the claim to
the Committee. In such case, the Committee shall make a full and
fair review of such decision within 60 days (or such longer
period of time as is allowed by applicable regulations) after
receipt of a request for review and notify the claimant in
writing of the review decision, specifying the reasons for such
decision.

     7.   Named Fiduciaries. BellSouth, the Committee and each
Administrative Committee are each a named fiduciary, as that term
is used in ERISA, with respect to their particular duties and
responsibilities set forth in this Plan. Any person, any group of
persons or any entity may serve in more than one fiduciary
capacity with respect to this Plan (including service both as a
trustee and as an administrator). BellSouth and the Committee may
allocate any of their respective responsibilities for the
operation and administration of this Plan consistent with this
Plan's terms, including allocation of responsibilities to a
Participating Company and the Participating Company's
Administrative Committee. Named fiduciaries may delegate any of
their responsibilities under this Plan by designating in writing
other persons to carry out any such responsibilities (other than
trustee responsibilities, the delegation of which may be limited
by law) under this Plan, and may employ persons to advise them
with regard to any such responsibilities.

     8.   Communications to the Committee; Service of Process.
Communications to the Committee should be addressed to BellSouth
Corporation, Secretary, Savings Plan Committee, at BellSouth
Corporation's primary business address, or to such other person
or address as set forth in the summary plan description for this
Plan. The Secretary of the Committee is hereby designated as
agent for service of legal process with respect to any claims
arising under this Plan.

     9.   Applicable Law. This Plan shall be governed by the
applicable laws of the state of Georgia to the extent not
preempted by applicable Federal law.

     10.  Special Rule Regarding Prior Amendment.  The Accounts
of all Participating Employees employed by MobileMedia
Communications Corporation of America, to the extent not
liquidated and transferred out of the Plan prior to April 1,
1996, shall be governed in accordance with the provisions of the
amendments adopted to the Retirement Savings Plan made on January
4, 1996 and January 31, 1996, respectively.
Section 24.    Top-Heavy Provisions.

     In the event that the Plan is a "Top-Heavy Plan" as defined
in this Section 24 with respect to any Plan Year, the following
provisions shall apply with respect to such Plan Year,
notwithstanding any other plan provisions to the contrary:

     1.   Minimum Benefits. Matching Contributions under Section
4.2(a) allocated to the Account of each "Non-Key Employee" for
each Plan Year in which the Plan is "Top-Heavy" shall equal the
lesser of (1) 3% of the "Non-Key Employee's"  compensation
(within the meaning of Code section 415) for such Plan Year or
(2) the largest percentage of compensation (within the meaning of
Code section 415) provided through Before-Tax Contributions under
Section 4.1(a) and Matching Contributions under Section 4.2(a) on
behalf of any "Key Employee" for such Plan Year. For this
purpose, a "Non-Key Employee" shall mean any Employee of a
Participating Company who is not a "Key Employee" (as defined in
Code section 416(i)), and who is an Eligible Employee on the last
day of such Plan Year.

     The preceding paragraph shall not apply to any "Non-Key
Employee" who is also covered by any other defined contribution
plan or a defined benefit plan sponsored by a Participating
Company during a Plan Year in which this Plan is "Top-Heavy" if
such Employee is entitled for such Plan Year to a minimum
contribution or minimum benefit accrual under such other defined
contribution plan or defined benefit plan in accordance with Code
section 416(c)(1).

     If a Non-Key Employee participates in both a defined benefit
plan or plans and a defined contribution plan or plans maintained
by BellSouth or any of its Affiliates, the minimum contribution
or minimum benefit required under Code section 416 (c)(1) shall
be provided in the first of the following plans in which the Non-
Key Employee participates:

     a.   BellSouth Personal Retirement Account Pension Plan;

     b.   BellSouth Pension Plan;

     c.   any other defined benefit plan maintained by an
Affiliate;

     d.   BellSouth Savings and Security Plan;

     e.   BellSouth Employee Stock Ownership Plan;

     f.   any other defined contribution plan maintained by an
Affiliate.

     2.   Section 415 Limits. If the Plan does not satisfy the
provisions of Code section 416(h)(2), the defined benefit plan
fraction and the defined contribution plan fraction for purposes
of Code section 415(e) shall be calculated using a factor of 1.0
rather than 1.25.

     3.   Top-Heavy Determination. This Plan shall be deemed a
"Top-Heavy Plan" only with respect to any Plan Year in which, as
of the "Determination Date", the aggregate of the Accounts of
"Key Employees" under the Plan exceeds 60% of the aggregate of
the Accounts of all Participating Employees under the Plan.

     For purposes of this Section 24, the term "Determination
Date" shall mean, with respect to any Plan Year, the last day of
the preceding Plan Year. In determining whether or not this Plan
is a "Top-Heavy Plan" with respect to any Plan Year, the term
"Key Employee" shall have the meaning assigned to such term under
Code section 416(i). For purposes of determining the amount of
the Account of any Participating Employee, such amount shall be
increased by the aggregate distributions (if any) made with
respect to such Participating Employee under this Plan during the
five-year period ending on the "Determination Date."

     4.   Aggregation. Each plan of a Participating Company
required to be included in an "Aggregation Group" shall be
treated as a "Top-Heavy Plan" if such group is a "Top-Heavy
Group."

     For purposes of this Section 24.4, "Aggregation Group" shall
mean:  (1) each plan of a Participating Company in which a "Key
Employee" is a participant and (2) each other plan of a
Participating Company which enables the plan or plans described
in clause (1) to meet the requirements of Code sections 401(a)(4)
or 410. Any plan of a Participating Company that is not required
to be included in an "Aggregation Group" may be treated as part
of such group if such group would continue to meet the
requirements of Code sections 401(a)(4) or 410.

     For purposes of this Section 24.4, "Top-Heavy Group" means
any "Aggregation Group" if the sum (as of the "Determination
Date") of the present value of the cumulative accrued benefits
(as determined under Code section 414 (g)) for "Key Employees"
under all defined benefit plans included in such group and the
aggregate of the accounts of "Key Employees" under all defined
contribution plans included in such group exceeds 60% of a
similar sum determined for all Employees.

     5.   Transfers. If a distribution made from this Plan is
deemed an "Unrelated Transfer", such distribution shall be
recognized pursuant to the final sentence of Section 24.4. If a
distribution made from this Plan is deemed a "Related Transfer",
such distribution shall not be recognized pursuant to the final
sentence of Section 24.5 of this Section 24. For purposes of this
Section 24, an "Unrelated Transfer" shall mean a plan-to-plan
transfer that is both (1) initiated by the Employee and (2) made
from a plan maintained by one employer to a plan maintained by
another employer. A "Related Transfer" shall mean a plan-to-plan
transfer that is either (a) not initiated by the Employee or (b)
is made to a plan maintained by the same employer. For purposes
of determining whether the employer is the same employer, all
employers aggregated under Code section 414(b), (c) and/or (m)
shall be treated as the same employer.
     
Section 25.    Special Rules Applicable In Event of Certain
Natural Disasters.

     1.   In General.

     a.   In the event that the President of the United States
declares that an area in which Participating Employees reside
warrants assistance by the Federal Government under the Disaster
Relief Act of 1974, Pub. L. No. 93-288, as amended, the Committee
shall have the authority to declare this Section 25 effective.
Upon such declaration by the Committee, the special rules and
procedures hereinafter described in this Section 25 shall apply
with respect to each Participating Employee whose principal
residence is located within an area covered by the President's
declaration (hereinafter referred to as "Designated Participating
Employees").

     b.   A Designated Participating Employee may request a
withdrawal, a hardship withdrawal, and/or a loan, as the case may
be, in the manner established for this purpose from time to time
and communicated to Designated Participating Employees. In order
to facilitate payments to Designated Participating Employees, any
such withdrawal or loan shall be made based on the most recent
valuation date for which processing has been completed on the
date payment is to be made. Actual payment of amounts
distributable to a Designated Participating Employee shall be
made as soon as practicable.

     c.   The special rules and procedures of this Section 25
shall remain in effect for such period of time as is specified by
the Committee, which may be for any period the Committee deems
appropriate not to exceed one hundred eighty (180) days. If the
Committee, having declared this Section 25 effective, fails to
specify the period of time for which it shall remain in effect,
these special rules shall remain in effect for one hundred eighty
(180) days from the date of such declaration.

     2.   Withdrawals Without Hardship. Notwithstanding the
limitations of Section 9.2, a Designated Participating Employee
may make one (1) withdrawal in an amount equal to all or any
portion of the vested Units credited to such person's Account
(excluding for this purpose a Designated Participating Employee's
ESOP Account); provided, that in the case of a Designated
Participating Employee who has not attained age 59-1/2 and who is
not disabled as of the date of such withdrawal, no withdrawal may
be made with respect to Units in his Before-Tax Basic Account and
Before-Tax Supplemental Account, except as otherwise provided in
Section 9.3 and 25.3. A withdrawal hereunder shall not be taken
into account for purposes of applying the limitations of Section
9.2.

     3.   Hardship Withdrawals of Before-Tax Contributions. In
the case of a Designated Participating Employee, the definition
of "immediate and heavy financial" need shall include, in
addition to the items specified in Section 9.3, damages to the
Designated Participating Employee's principal residence (and the
contents thereof) attributable to the disaster referred to in
Section 25.1(a).

     4.   Loans. In the case of a Designated Participating
Employee who is a party in interest (as defined in Section 3 (14)
of ERISA) with respect to the Plan and who suffers damage to his
principal residence (and the contents thereof) attributable to
the disaster referred to in Section 25.1(a), the rules contained
in Section 10 relating to Plan loans shall be modified as
follows:

     a.   Section 10.1(a) shall be modified to read:  "the lesser
of (i) 50% of the Designated Participating Employee's
nonforfeitable interest in the Plan (where, for purposes of this
Section 10.1, this Plan and all other plans described in Code
section 401 which are maintained by an Affiliate or a Subsidiary
shall be treated as one plan), or (ii) the sum of the Designated
Participating Employee's Before-Tax Basic Account and Before-Tax
Supplemental Account at the time the loan is made in his
Account"; and

     b.   loans shall be available to Designated Participating
Employees hereunder notwithstanding the limitation of Section
10.1(i).