ISO
                              TERMS AND CONDITIONS

     ss. 1. General. These Terms and Conditions constitute a part of the
BellSouth  Corporation  Stock Plan  Incentive  Stock  Option  (Non-Transferable)
Agreement to which they are attached and apply to the ISO granted thereunder.

                  ss. 2.  Date Exercisable. This ISO shall be exercisable
  at any time in whole or in part (but if in part, in an amount equal to at
  least 100 shares or, if less, the number of shares remaining to be exercised
  under this Option Agreement) on any business day of BellSouth before the date
  such option expires under ss. 3 of this Agreement and after
  _____________________ .

     ss. 3. Expiration. This ISO shall expire and Optionee shall have no further
 rights under this Agreement on the earlier of

                           (a)  the first date on or after the Grant Date
                  on which Optionee is employed by, renders services to,
                  consults with, acquires ownership of more than 5% of any class
                  of stock of, or acquires beneficial ownership of more than 5%
                  of the earnings or profits of, any corporation,
                  partnership, proprietorship, trust or other entity which in
                  BellSouth's judgment competes, directly or through any
                  affiliate, with BellSouth or any Subsidiaries in any of their
                  lines of business;

                           (b)  the date  Optionee's  employment
                  with  BellSouth or a Subsidiary terminates (i) for any
                  reason other than (A) death, (B) disability which entitles
                  Optionee to disability benefits under the BellSouth
                  Corporation Long Term Disability Plan or disability benefits
                  under an alternative plan maintained by Optionee's employer
                  which BellSouth determines to be comparable to such disability
                  benefits, or (C) retirement which entitles Optionee to a
                  "Service Pension" under the terms of the applicable BellSouth
                  Personal Retirement Account Pension Plan or a BellSouth
                  Supplemental  Executive Retirement Plan, or a retirement
                  pension under any alternative plan maintained by Optionee's
                  employer which BellSouth determines to be comparable to such a
                  Service Pension, or (ii) for cause or as a result of
                  misconduct in connection with his or her employment;

                    (c) the date this ISO has been  exercised in full under this
               Agreement; or

                    (d) the last day of the 10-year  period  which begins on the
               Option Grant Date.

                  ss. 4.  Method of Exercise. This ISO may be exercised by
properly completing and actually delivering the applicable Notice of Exercise
Form to BellSouth, together with payment in full of the Option Price for the
shares of Stock the Optionee desires to purchase through such exercise in the
manner specified in the Notice of Exercise Form. Subject to ss. 6 of this
Agreement, and as provided in the Notice of Exercise Form, payment may be made
in the form of cash or shares of Stock, or a combination of cash and shares of
Stock.


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                  ss. 5.  Effective Date of Exercise. An exercise under ss.
4 shall be effective on the date a properly completed Notice of Exercise Form,
together with payment of the Option Price, actually is delivered to and accepted
by the executive compensation group at BellSouth headquarters, or as otherwise
specified in an applicable Notice of Exercise Form.

                  ss. 6.  Value of Stock. Any shares of Stock which are
tendered to BellSouth as payment and any shares of Stock which are transferred
by BellSouth shall be valued at their Fair Market Value on the date as of which
the exercise is effective or, if the exercise is effective on a date other than
a business day for the New York Stock Exchange, on the immediately preceding
business day.

                  ss. 7.  Nontransferable. No rights granted under this
Agreement shall be transferable by Optionee during Optionee's lifetime, and such
rights shall be exercisable during Optionee's lifetime only by Optionee. If
Optionee dies before the expiration of this ISO as described in ss. 3 of this
Agreement, any rights under this Agreement which did not expire prior to
Optionee's death and any rights which arise as a result of Optionee's death
shall be exercisable by Optionee's Beneficiary as determined under the Plan and
such Beneficiary shall be treated as the Optionee under this Agreement upon the
death of Optionee.

                  ss. 8.  Employment and Termination. Neither the Plan,
this Agreement, nor any related material, shall give Optionee the right to
continue in employment by BellSouth or by a Subsidiary or shall adversely affect
the right of BellSouth or a Subsidiary to terminate Optionee's employment with
or without cause at any time.

                  ss. 9.  Stockholder Status. Optionee shall have no rights
as a stockholder with respect to any shares of Stock under this Agreement before
the date such shares have been duly issued to Optionee, and no adjustment shall
be made for dividends of any kind or description whatsoever or for distributions
of other rights of any kind or description whatsoever respecting such Stock
except as expressly set forth in the Plan.

                  ss. 10.  Other Laws. BellSouth shall have the right to
refuse to issue or transfer any shares of Stock under this Agreement if
BellSouth, acting in its absolute discretion, determines that the issuance or
transfer of such shares might violate any applicable law or regulation or
entitle BellSouth to recovery under Section 16(b) of the Securities Exchange Act
of 1934, and any payment tendered in such event to exercise this option shall be
promptly refunded to Optionee.

                  ss. 11.  Exercise Restrictions. BellSouth shall have the
right to restrict or otherwise delay the issuance of any shares of Stock
purchased or paid under this Agreement until the requirements of any
applicable laws or regulations and any stock exchange requirements have been in
BellSouth's judgment satisfied in full. Furthermore, any shares of Stock which
are issued as a result of purchases or payments made under this Agreement shall
be issued subject to such restrictions and conditions on any resale and on any
other disposition as BellSouth shall deem necessary or desirable under any
applicable laws or regulations or in light of any stock exchange requirements.

                  ss. 12. Tax Matters. BellSouth shall withhold or retain
from any payment to Optionee (whether or not such payment is made pursuant to
this Agreement and including any payment which otherwise is due to be paid in
the form of Stock under this Agreement) or take such other action as is
permissible under the Plan which BellSouth deems necessary to satisfy any income
or other tax withholding requirements as a result of an exercise under this
Agreement or a disposition of shares acquired pursuant to such an exercise.
Optionee by acceptance of this Agreement agrees to give immediate written notice
to the Executive Compensation Matters Group at BellSouth headquarters of any
disposition (as defined by section 424(c) of the Code) of shares of Stock
acquired through the exercise of this ISO which occurs at any time within two
years after the Grant Date or within one year after the transfer to the Optionee
of such shares and agrees to comply with any other requirement which BellSouth
may reasonably impose to meet its tax reporting or withholding requirements
arising from Optionee's exercise under this Agreement or disposition of shares
so acquired.

                  ss. 13.  Jurisdiction and Venue. Acceptance of this
Agreement shall be deemed to constitute Optionee's consent to the jurisdiction
and venue of the Superior Court of Fulton County, Georgia and the United States
District Court for the Northern District of Georgia for all purposes in
connection with any suit, action, or other proceeding relating to this
Agreement, including the enforcement of any rights under this Agreement and any
process or notice of motion in connection with such situation or other
proceeding may be serviced by certified or registered mail or personal service
within or without the State of Georgia, provided a reasonable time for
appearance is allowed.



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                  ss. 14. Certain Employment Transfers. In the event
Optionee is transferred to any company or business in which BellSouth directly
or indirectly owns an interest but which is not a Subsidiary, then Optionee
shall not be deemed to have terminated his or her employment under this
Agreement until such time, if any, as Optionee terminates employment with such
organization and, if applicable, fails to return to BellSouth or a Subsidiary in
accordance with the terms of Optionee's assignment, or Optionee otherwise fails
to meet the terms of Optionee's assignment, at which time Optionee's deemed
termination of employment shall be treated in the same manner as a termination
of employment from BellSouth or a Subsidiary under ss. 3(b) of this Agreement.


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                   15. Change in Control. This ISO shall become fully
vested and exercisable upon a Change in Control and following such event
accordingly shall be exercisable without regard to (i) any dates otherwise
specified in this Agreement and (ii) any conditions specified in this Agreement
for the forfeiture of the ISO, including any conditions related to termination
of employment or competition, provided that this ISO in all events shall expire
on the expiration date in ss. 3(e).

                ss. 16.    Miscellaneous.
                           -------------

                    (a) Optionee's  rights under this Agreement can be modified,
               suspended or canceled in accordance with the terms of the Plan.

                           (b) This Agreement shall be subject
                  to the provisions, definitions, terms and conditions
                  set forth in the Plan, all of which are incorporated by this
                  reference in this Agreement and, unless defined in this
                  Agreement, any capitalized terms in this Agreement shall have
                  the same meaning assigned to those terms under the Plan.

                    (c) The Plan and this  Agreement  shall be  governed  by the
               laws of the State of Georgia.

                           (d) The exercise of this ISO shall not be
                  affected by the exercise or non-exercise of any nonqualified
                  stock option or by the exercise or non-exercise of any other
                  option granted to Optionee by BellSouth or any Parent
                  Corporation, Subsidiary or predecessor corporation which
                  constitutes an "incentive stock option" (within the meaning of
                  Code ss. 422).



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           BellSouth Corporation Stock Plan


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  Granted To      Grant      Number of     Option Price    Expiration
  (Optionee)       Date      Shares         $ Per Share    Date
  Social
  Sec. No.

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                                               Incentive Stock Option
                                                  (Non-Transferable)

                                                  A G R E E M E N T


BellSouth Corporation ("BellSouth"), a Georgia corporation, pursuant to action
of its Board of Directors ("Board") and in accordance with the BellSouth
Corporation Stock Plan ("Plan"), hereby grants an Incentive Stock Option ("ISO")
to the Optionee named above to purchase from BellSouth the above stated number
of shares of BellSouth common stock, $1.00 par value ("Stock"), at an option
price per share ("Option Price") as stated above. This ISO is subject to the
Terms and Conditions which are a part of and are attached to this Agreement and
to the further terms and conditions applicable to ISOs set forth in the Plan.
This ISO is granted effective as of the Option Grant Date stated above. It shall
expire on the Expiration Date stated above, and accordingly shall not be
exercisable on and after that date, subject to its earlier expiration under
section 3 of the attached Terms and Conditions.


BellSouth Corporation


By: _____________________

    Authorized Officer