BELLSOUTH CORPORATION

             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                

                                

                      BELLSOUTH CORPORATION
                                
             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                
                                
                        TABLE OF CONTENTS

                                

SECTION 1.     STATEMENT OF PURPOSE                             1
SECTION 2.     DEFINITIONS                                      1
ACTIVE SERVICE                                                  1
ADEA                                                            1
AFFILIATE                                                       1
BELLSOUTH CORPORATION                                           1
CHAIRMAN OF THE BOARD                                           1
PRESIDENT                                                       1
BOARD OF DIRECTORS                                              1
BOARD                                                           1
CLAIM REVIEW COMMITTEE                                          1
CODE                                                            1
COMMITTEE                                                       1
EXECUTIVE                                                       1
FORMER AFFILIATE                                                2
INCLUDED EARNINGS                                               2
INTERCHANGE COMPANY                                             2
INTERCHANGE COMPANY COMMITTEE                                   2
LUMP SUM PAYMENTS                                               2
MANDATORY RETIREMENT AGE                                        2
NET CREDITED SERVICE                                            2
PARTICIPANTS                                                    2
PARTICIPATING COMPANY                                           2
PARTICIPATING COMPANY CLAIM REVIEW COMMITTEE                    2
PARTICIPATING COMPANY COMMITTEE                                 2
PENSION ACT                                                     2
PENSION COMMENCEMENT DATE                                       3
PENSION PLAN                                                    3
PLAN                                                            3
PREDECESSOR PLAN                                                3
SHORT TERM INCENTIVE AWARD                                      3
STANDARD ANNUAL INCENTIVE AWARD                                 3
STANDARD SHORT TERM INCENTIVE AWARD                             3
STANDARD AWARD                                                  3
VESTING SERVICE CREDIT                                          3
SECTION 3.     ADMINISTRATION                                   3
SECTION 4.     BENEFITS                                         4
PARTICIPATION                                                   4
MANDATORY RETIREMENT AGE                                        5
ELIGIBILITY                                                     5
BENEFIT AMOUNTS                                                 6
MONTHLY PAYMENTS                                               12
DURATION OF PAYMENTS                                           12
TREATMENT DURING SUBSEQUENT EMPLOYMENT                         12
SECTION 5.    DEATH BENEFITS                                   13
ELIGIBILITY AND ADMINISTRATION                                 13
SOURCE OF PAYMENTS                                             13
SECTION 6.    GENERAL PROVISIONS                               13
EFFECTIVE DATE                                                 13
RIGHTS TO BENEFIT                                              13
INVOLUNTARY TERMINATION                                        14
GOVERNING LAW                                                  14
ASSIGNMENT OR ALIENATION                                       14
DETERMINATION OF ELIGIBILITY                                   15
OPTION DURING DISABILITY                                       15
BREAK IN SERVICE                                               15
LEAVES OF ABSENCE                                              15
SPECIAL CLASSIFICATION                                         15
METHOD OF PAYMENT                                              15
AMOUNTS ACCRUED PRIOR TO DEATH                                 15
PAYMENTS TO OTHERS                                             15
CLAIMS RELEASE                                                 15
DAMAGE CLAIMS OR SUITS                                         16
JUDGMENT OR SETTLEMENT                                         16
PAYMENT UNDER LAW                                              16
PLAN TERMINATION                                               17
SECTION 7.    INTERCHANGE OF BENEFIT OBLIGATION                17
SECTION 8.    PLAN MODIFICATION                                17

                                

                                

                                

                      BELLSOUTH CORPORATION

             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



SECTION 1.     STATEMENT OF PURPOSE

The purpose of the BellSouth Corporation Supplemental Executive
Retirement Plan is to provide supplementary pension payments,
commencing January 1, 1984, to Executives and certain other
employees of BellSouth Corporation and certain subsidiaries of
BellSouth Corporation, hereinafter referred to as Participants,
who retire or terminate from service, or in the event of death,
to their annuitant.  These pension and death benefits are
predicated on a percent of the Participant's Included Earnings,
offset by retirement benefits payable from the Pension Plan and
actual Primary Social Security benefits.


SECTION 2.     DEFINITIONS

  1. The term "Active Service" shall mean active employment but
     includes any time the Participant was absent on account of
     disability and receiving sickness or accident disability
     benefits under his or her Company's or any Participating
     Company's Sickness and Accident Disability Plan.

 2.  The term "ADEA" shall mean the Age Discrimination in
     Employment  Act of 1967, as amended from time to time.

 3.  The word "Affiliate" shall mean any corporation, other than
     BellSouth Corporation (or a Participating Company), which is
     a member of the same controlled group of corporations
     (within the meaning of Code Section 414(b)) as BellSouth
     Corporation and any trade or business (whether or not
     incorporated) which is under common control with BellSouth
     Corporation within the meaning of Code Section 414(c).

 4.  The words "BellSouth Corporation" and "Company" shall mean
     BellSouth Corporation, a Georgia corporation, or its
     successors.

 5.  The words "Chairman of the Board", "President" and "Board of
     Directors" or "Board" shall mean the Chairman of the Board
     of Directors, President and Board of Directors,
     respectively, of the Company.

6.   The term "Claim Review Committee" shall have the same
     meaning as is attributed to such term under the Pension
     Plan.

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

8.   The word "Committee" shall mean the Employees' Benefit
     Committee appointed by the Company to administer the Pension
     Plan.

9.   The term "Executive" shall mean an employee on the active
     roll of any Participating Company on or after January 1,
     1984 who holds a position that a Participating Company's
     Board of Directors has designated to be within that
     company's executive compensation group.

10.  The term "Former Affiliate" shall have the same meaning as
     is attributed to such term under the Pension Plan.

11.  The term "Included Earnings" shall have the meaning ascribed
     to such term in Section 4.4(a)(ii) of this Plan.

12.  The term "Interchange Company" shall have the same meaning
     as is attributed to such term under the Pension Plan.

13.  The term "Interchange Company Committee" shall mean the
     Employees' Benefit Committee appointed by the Interchange
     Company to administer the Interchange Company Management
     Pension Plan.

14.  The term "Lump Sum Payments" shall mean those lump sum
     payments and other special payments paid annually to a
     Participant other than an Executive which are included in
     the calculation of pension benefits under the Pension Plan.

15.  The term "Mandatory Retirement Age" shall have the same meaning as is
     #attributed to such term under the Pension Plan. #

16.  The term "Net Credited Service", except as expressly limited or
     otherwise provided %
     in this Plan, shall have the same meaning as is attributed to such
     term under the                                                
     Pension Plan and shall be interpreted in the same manner as that term
     is interpreted % for purposes of the Pension Plan.

17.  The term "Participants" shall mean all Executives as defined herein,
     as well as all
     other employees designated by the Chief Executive Officer of BellSouth
     Corporation * or his or her delegated representative. *

18.  The term "Participating Company" shall mean BellSouth
     Corporation, and each subsidiary of BellSouth Corporation
     which shall have determined with the concurrence of the
     Committee to participate in the Plan.

19.  The term "Participating Company Claim Review Committee"
     shall mean a committee appointed by a Participating Company,
     other than BellSouth Corporation, having the powers and
     authorities of the Claim Review Committee with respect to
     Participants from such Participating Company.

20.  The term "Participating Company Committee" shall mean the
     Employees' Benefit Committee appointed by each Participating
     Company, other than BellSouth Corporation, to administer the
     Pension Plan in such Participating Company in accordance
     with the provisions of Section 3.


21.  The words "Pension Act" shall mean the Employee Retirement
     Income Security Act of 1974 (ERISA) as it may be amended
     from time to time.






*Text Revised 04/11/86
#Text Revised 08/12/88
%Text Added 11/28/94

22.       The term "Pension Commencement Date" shall have the
     same meaning as is  *
          attributed to such term under the Pension Plan.    *

23.  The term "Pension Plan" shall mean the BellSouth Personal
     Retirement Account Pension Plan.

24.  The word "Plan" shall mean this BellSouth Corporation
     Supplemental Executive Retirement Plan.

25.  The term "Predecessor Plan" shall mean the Bell System
     Senior Management Non Qualified Pension Plan as such Plan
     existed prior to January 1, 1984.

26.  The term "Short Term Incentive Award" shall mean the award
     made annually to an Executive pursuant to his or her
     company's Short Term Incentive Plan or comparable or
     successor plan.

27.  The term "Standard Annual Incentive Award" shall mean an
     amount determined periodically for each Participant (other
     than an Executive) upon which an actual annual team award,
     or award under a comparable or successor program, is based.

28.  The terms "Standard Short Term Incentive Award" and
     "Standard Award" shall mean an amount determined
     periodically for each Executive upon which an actual Short
     Term Incentive Award is based.

29.  The term "Vesting Service Credit", except as expressly
     limited or otherwise provided                                    *
     in this Plan, shall have the same meaning as is attributed
     to such term under the                                            
     Pension Plan and shall be interpreted in the same manner as
     that term is interpreted                                         *
     for purposes of the Pension Plan.

30.  The use in this Plan of personal pronouns of the masculine
     gender is intended to include both the masculine and
     feminine genders.


SECTION 3.     ADMINISTRATION

 1.  The Company shall be the Plan Administrator and the Plan
     Sponsor of the Plan as those terms are defined in the
     Pension Act.  The Company may allocate all or any part of
     its responsibilities for the operation and administration of
     the Plan, except to the extent expressly prohibited by the
     Plan's terms, including allocation of all or any part of its
     responsibilities to Participating Companies, Participating
     Company Committees or Participating Company Claim Review
     Committees. The Company may designate in writing other
     persons to carry out its responsibilities under the Plan,
     and may employ persons to advise it with regard to such
     responsibilities.  The Company, acting  through the
     Committee, the Claim Review Committee, a Participating
     Company, a Participating Company Committee, a Participating
     Company Claim Review









*Text Added 11/28/94
     Committee or any other person designated by the Company, as
     applicable, shall have the exclusive responsibility and
     complete discretionary authority to interpret the terms of
     the Plan (including the power to construe ambiguous or
     uncertain terms), to control the operation and
     administration of the Plan and to resolve all questions in
     connection therewith, with all powers necessary to enable it
     to properly carry out such responsibilities, including
     without limitation the powers and responsibilities set forth
     in this Section 3, and its determinations shall be final,
     conclusive and binding on all  persons.


2.        (a)  The procedures for the adoption of by-laws, and
          rules of procedure, for the employment of a Secretary
          and assistants, and for the appointment of
          Participating Company Committees with authority with
          respect to claims of employees, both within the Company
          and the Participating Companies, shall be the same as
          are set forth in the Pension Plan.

          (b)  The Committee and each Participating Company
          Committee shall have the power to determine status,
          coverage, eligibility for and the amount of benefits
          under the Plan and all questions arising in connection
          therewith, to grant or deny claims for benefits under
          the Plan with respect to employees of each
          Participating Company, respectively, and shall have the
          power to authorize disbursements according to this
          Plan.  Adequate notice, pursuant to applicable law and
          prescribed Participating Company practices, shall be
          provided in writing to any Participant or beneficiary
          whose claim has been denied, setting forth the specific
          reasons for such denial.

 3.  The review and appeal procedures for Participants and
     beneficiaries whose claims have been denied shall be the
     procedures set forth in the summary plan description for
     Pension Plan and shall be administered and interpreted in
     accordance with Section 503 of the Pension Act and
     procedures in effect under the Pension Plan.

 4.  The expenses of the Committee in administering the Plan
     shall be borne by the Company and the expenses of each
     Participating Company Committee shall be borne by the
     related Participating Company.

 5.  The Company, the Committee, each Participating Company and
     each Participating Company Committee are each a named
     fiduciary as that term is used in the Pension Act with
     respect to the particular duties and responsibilities herein
     provided to be allocated to each of them.

 6.  Any person or group of persons may serve in more than one
     fiduciary capacity with respect to the Plan.


SECTION 4.     BENEFITS

 1.  Participation

All persons included in the definition of the term "Participants"
are deemed participants in this Plan.  In addition, each
individual who has participated in this Plan but who has ceased
to be included in the definition of "Participants", whether due
to demotion, termination or otherwise, shall continue to be a
Participant in this Plan, except for purposes of accruing
additional benefits
under Section 4.4, and shall be entitled to a benefit under this
Plan if, at the time such individual ceased to be included in the
definition of "Participants", he or she had satisfied the service
requirements for a deferred vested pension under the Pension
Plan.  Each such individual shall receive a benefit under the
terms of the Plan as in effect immediately prior to the effective
date of such demotion, termination or other event, the amount of
such benefit to be calculated as if the individual retired (or
otherwise terminated employment) on such date, it being the
Company's intent that any such demotion, termination or other
event removing individuals from the definition of "Participants"
shall not adversely affect entitlement to such benefits.

 2.  Mandatory Retirement Age

Each Participant, whether or not eligible for benefits under this
Plan, shall cease to be eligible for continued employment no
later than the last day of the month in which such Participant
attains the Mandatory Retirement Age.

 3.  Eligibility

     (a)  Service Benefit

          An individual who is both a Participant in this Plan
          and who is eligible for a service pension pursuant to
          the terms of the Pension Plan at the time of employment
          termination is eligible for a service benefit pursuant
          to this Plan, which shall commence immediately
          following his or her retirement.  Additionally, *
          each Participant who has attained age 62 or older and
          whose Net Credited Service                          
          is ten years or more at the time of employment
          termination is eligible for a                          
          service benefit under this Plan.  For purposes of the
          preceding sentence, "Net                               
           Credited Service" shall include only the portion of a
          Participant's Net Credited                          
          Service as is attributable to service with the Company,
          a Participating Company,                            
          or other Affiliates. *
          
          Each Participant, other than an Executive, whose
          employment terminates between  #
          October 1, 1992 and December 31, 1995, inclusive, is
          also eligible for a service                            
          benefit under this Plan, if at the time of employment
          termination (A) plus (B)                                     
          equals or exceeds sixty-five (65), where (A) is the
          Participant's attained age as of                     
          his or her most recent birthday and (B) is the number
          of full years of the  #
          Participant's Net Credited Service; provided, however,
          that with respect to any  %
          such Participant who is employed by BellSouth
          Telecommunications, Inc. at the                      
          time of employment termination, "December 31, 1997"
          shall be substituted for                               
          "December 31, 1995" where such date appears above. %

     (b)  Deferred Benefit

                    (i)  Except as otherwise specified in
               Paragraph 7 of this Section 4, any individual not
               described in Paragraph 3(a)of this Section 4 who
               is a Participant in this Plan at the time of
               voluntary employment termination is eligible for a
               deferred vested pension pursuant to this Plan,
               provided he is eligible for a deferred vested
               pension pursuant to the Pension Plan.








*Text Added 05/25/90
#Text Added 10/01/92
%Text Added 05/15/95
                    (ii) A Participant who leaves the service of
               a Participating Company and who has elected to
               have his or her deferred vested pension payable
               early in reduced amounts, pursuant to the terms
               and conditions of the Pension Plan, shall be
               deemed to have elected to have his or her deferred
               benefit under this Plan payable early in reduced
               amounts under the same terms and conditions. In
               the event of such an election, the amount of
               deferred benefit otherwise payable at Mandatory
               Retirement Age under this Plan to such person
               shall be reduced in accordance with the same
               formula set forth in the Pension Plan for the
               discounting of the deferred vested pension.

                    (iii)The Committee or Participating Company
               Committee, as appropriate, shall notify each
               Participant who leaves the employ of such
               Participating Company (except to take employment
               without a break in service with another
               Participating Company, Affiliate or Interchange
               Company) of his or her eligibility, if any, for a
               deferred benefit by mailing, within a reasonable
               time after his or her leaving, a notice to his or
               her last known address as shown on the
               Participating Company's records.

                    (iv) When an eligible individual has filed a
               written request for a deferred vested pension
               pursuant to the requirements of the Pension Plan,
               he shall be deemed to have filed a request for the
               deferred benefit for which he may be eligible
               hereunder.

     (c)  Disability Pension

               An individual who while a Participant in this Plan
          has become eligible for a disability pension pursuant
          to the terms of the Pension Plan shall be eligible for
          a disability pension hereunder, calculated as follows:
          the amount is determined in accordance with Paragraph 4
          of this Section 4 calculated to one year after date of
          disability (pro-rata if less than 20 years of service)
          with no reduction factor.  Should the disability
          pension be discontinued pursuant to the terms of the
          Pension Plan, the disability pension hereunder shall be
          discontinued as well.

4.   Benefit Amounts

     (a)  Computation of Benefit

          (i)  (A)  Benefit Formula:

                         The aggregate annual benefit of each
                         Participant payable as provided in  *
                         the Plan shall be determined by adding
                         the sum of two percent (2%) of                    
                         Included Earnings for each year of the
                         Participant's Vesting Service Credit              
                         for the first twenty years, plus one and
                         one-half percent (1.5%) of Included               
                         Earnings for each year of the
                         Participant's Vesting Service Credit for the      
                         next ten years, plus one percent (1%) of
                         Included Earnings for each year                   
                         of  the  Participant's Vesting  Service
                         Credit for each additional year up to             
                         the  month  in  which  the  Participant
                         retires less (1) 100% of the retirement *
                         benefit (unreduced for survivor annuity)
                         payable from the Pension Plan
                         and (2) 100% of the Primary Social
                         Security benefit payable at age
                         65.  There is no reduction in  the
                         amount of this benefit in connection  #
                         with electing a post-retirement survivor
                         annuity under the Pension Plan. *


*Text Revised 9/23/91
#Text Revised 5/24/91
                    (B)  Special Rules

                    (1)  In the case of each Participant who
                    elects under the terms of the Pension  #
                    Plan to receive his retirement benefit under
                    the Pension Plan in the form of                   
                    a single lump sum payment, the benefit
                    reduction to be applied pursuant to                  
                    Section 4.4(a)(i)(A)(1) above for the
                    retirement benefit payable from the                   
                    Pension Plan shall be the total amount of the
                    retirement benefit (unreduced                         
                    for survivor annuity) which would have been
                    payable to such individual                            
                    from the Pension Plan had such election not
                    been made. #

                    (2)  In the case of each Participant who is
                    eligible for a service pension  %
                    under the Pension Plan, the benefit reduction
                    to be applied pursuant to Section                
                    4.4(a)(i)(A)(1) above for the retirement
                    benefit payable from the Pension                     
                    Plan shall be the amount of such benefit
                    payable at such Participant's                         
                    Pension Commencement Date and shall first be
                    applied at such Pension                               
                    Commencement Date.

                    (3)  In the case of each Participant who is
                    not eligible for a service pension                    
                    under the Pension Plan, the benefit reduction
                    to be applied pursuant to                             
                     Section 4.4(a)(i)(A)(1) above for the
                    retirement benefit payable from the                   
                    Pension Plan shall be the amount of the
                    deferred vested pension payable                       
                    from the Pension Plan at age 65 and shall
                    first be applied in the month                         
                    commencing on or next following his or her
                    sixty-fifth birthday (regardless                     
                    of the Participant's actual Pension
                    Commencement Date under the Pension                   
                    Plan). %

                    (4)  In the case of any Executive (i) who has
                    attained the age of sixty-two  *
                    (62) (or more) or who is deceased, (ii) who
                    was previously employed by a                          
                    Former Affiliate, (iii) who serves or has
                    served as an officer (as such term is                
                    used in the employment practices and policies
                    of the relevant company) of                           
                    BellSouth Corporation or an Affiliate, and
                    (iv) whose service with a Former                      
                    Affiliate is disregarded in determining the
                    Executive's Vesting Service                           
                    Credit under the Pension Plan, for purposes
                    of this Section 4.4(a), the                           
                    Executive's Vesting Service Credit shall be
                    increased by                                           

                         (x)  the Executive's Vesting Service
                         Credit with the Former Affiliate(s)              
                         (determined under the rules of the
                         Pension Plan as if the Executive had            
                         been employed by BellSouth Corporation
                         during such period and had                             
                          no other service covered under the
                         Pension Plan), multiplied by                          

                         (y) a fraction, the numerator of which
                         is the number of whole years                           
                         (not to (not to exceed ten (10) of such
                         Executive's Net Credited Service                
                         as an  officer of BellSouth Corporation
                         or an Affiliate and the                              
                         denominator of which is ten (10).         







#Text Revised 5/24/91
*Text Added 9/23/91
%Text Revised 11/28/94


               Notwithstanding the foregoing, no Executive's
               Vesting Service Credit, for                                
               purposes of this Section 4.4(a), shall be
               increased for service with a Former                        
               Affiliate to the extent that any such service
               would otherwise be considered,                             
               directly or indirectly, in determining such
               Executive's benefits under this Plan                 
               by virtue of the terms of any other agreement,
               plan or arrangement. *

               (5)  In the case of any Participant whose Vesting
               Service Credit includes a % period of service with an 
               employer with respect to which the Participant is        
               entitled to any retirement benefit payable from
               defined benefit pension                                     
               plan(s ) (including qualified plans and
               nonqualified plans such as excess                         
               benefit and supplemental executive retirement
               plans), including any                                       
               Executive whose Vesting Service Credit under this
               Plan is increased                                           
               pursuant to Section 4.4(a)(i)(B)(4) preceding, the
               benefit reduction                                         
               described in Section 4.4(a)(i)(A)(1) above for the
               retirement benefit                                          
               payable from the Pension Plan shall include any
               such retirement benefit                                     
               payable by such employer.  The determination of
               the benefit reduction for                                   
               any such benefit shall be made using approaches
               which approximate as                                        
               nearly as practicable the approaches used in
               making such determinations                                  
               with respect to benefits payable under the Pension
               Plan, as described above                                    
               in this Section 4.4(a)(i).  In the case of any
               Executive whose Vesting                                     
               Service Credit under this Plan is increased
               pursuant to paragraph (B)(4) of  %
               Section 4.4(a)(i), the benefit payable by such
               employer shall first be multiplied  by the fraction
               described in that paragraph and the product thereof
               shall be the amount of the benefit reduction.

     (ii) Included Earnings

     Included Earnings shall equal the 12 month average of the
     sum of (1) the last %
     sixty months of base pay, plus (2) the Short Term Incentive
     Awards and Lump %
     Sum Payments payable during or after that sixty month
     period.  The Short Term
     Incentive Awards and Lump Sum Payments referred to in the
     preceding sentence
     are such amounts as would have been paid during and after
     the applicable sixty
     month period if paid at the regularly scheduled time for
     payment of such
     amounts, disregarding any temporary variations in the timing
     of payment of such
     amounts.  In the calculation of benefits as of  December 31,
     1990 in accordance with the  #
     BellSouth Corporation Voluntary Enhanced Early Retirement
     Program, Included                                        
     Earnings for a Participant other than an Executive shall
     include the standard                                            
     MTIA amount for which the Participant was eligible in 1990.
     #

     The amounts of base pay and other payments used to determine
     Included Earnings as described above include all amounts
     during the specified period including those amounts
     previously deferred pursuant to other plans.









* Text Added 9/23/91
# Text Added 12/1/90
%Text Revised 11/28/94

     If a Participant terminates employment eligible for a benefit under
     this Plan and % thereafter receives compensation of the types 
     described in clause (ii)(2) of this % Section 4.4(a), the 
     additional Included Earnings shall be deemed to have been
     paid as of the date the Participant terminated employment, and the
     amount of benefit shall be corrected accordingly.

     (iii) Alternative VEER Benefit Formula  #

               (1)  In accordance with the BellSouth Corporation
                    Voluntary Enhanced Early 
                    Retirement Program (VEER) effective December 1,
                    1990, in the case of each  
                    Participant who, on December 31, 1990, was a
                    regular, full-time actively           
                    employee, at work (or on a departmental leave not
                    exceeding thirty days), having        
                    five or more years of service (as such term was
                    defined in the Pension Plan at that
                    time), the benefit determined under the benefit
                    formula described in Paragraph     
                    4(a)(i) of this Section 4, prior to reduction for
                    the retirement benefit  payable from     
                    the Pension Plan and the Primary Social Security
                    Benefit, shall be the greater of   
                    (A) and (B), where:                

               (A) is such benefit calculated as of
                   December 31, 1990 (i) adding five 
                   years to the Participant's age and Vesting Service
                   Credit and (ii) if the                           
                   Participant has a term of employment of thirty or
                   more years as of such                                
                   date (excluding the years added in (a)(i) above),
                   disregarding any                                 
                   otherwise applicable age discounts; and (B)  is
                   such benefit calculated   
                   without giving effect to the terms of clause (A).


                    (2)  For purposes of calculating a
                         Participant's benefit under this Plan 
                         as of December 31, 1990 under clause (A) of
                         Paragraph 4(a)(iii)(1) above:     

               (A)  the five years added under clause (A)(i) of
               Paragraph (4)(a)(iii)(1)
               shall not be counted in determining a
               Participant's eligibility for a service benefit 
               under Section 4.3(a) of this Plan;

               (B)  the five years of age added under clause
               (A)(i) of Paragraph                           
               (4)(a)(iii)(1) shall be counted in applying the
               early retirement discount                
               rules described in Paragraph (4)(c) of this
               Section 4, with respect to                                  
               each Participant who is eligible for a service
               pension under the Pension                                   
               Plan on December 31, 1990;                           

               (C)  if the Participant becomes eligible for a
               service pension under the                                        
               Pension Plan during the five year period beginning
               on January 1, 1991,                                          
               and retires after becoming service pension
               eligible, the early retirement                                   
               discount rules described in Paragraph 4(c) of this
               Section 4, applicable                                      
               to Participants retiring eligible for a service
               benefit in 1990, shall apply                                     
               (on the basis of the Participant's age on December
               31, 1990, counting the                          
               five years of age added under clause (A)(i)
               of Paragraph 4(a)(iii)(1));                               
               and                                                  

                (D)  the reduction in the benefit under
                Section 4(a)(i)(A) for the retirement      
                benefit payable from the Pension Plan shall
                be an amount equal to the 
                greater of (i) 100% of the retirement benefit
                (unreduced for survivor  
                annuity) actually payable from the Pension
                Plan, and (ii) 100% of the  

%Text Revised 11/28/94
#Text Added 12/1/90

                retirement benefit (unreduced for survivor
                annuity) which would be                
                payable from the Pension Plan if the
                additional years of age and service in  
                the Pension Plan amendments made in
                connection with VEER were 
                applicable to the alternative pension benefit
                formula under the Pension 
                Plan (described on pages 14 and 15 of the
                summary plan description for  
                the Pension Plan dated June 1990) taking into
                account all    rules applicable 
                to that formula under the Pension Plan.

          (3)  A Participant who is on a rotational assignment
               with Bellcore on December                       
               31,1990, but who is otherwise eligible to have his
               or her  pension     calculated                                
               in accordance with this Section shall have
               his or her pension so calculated
               if he returns to regular, full-time, active
               employment immediately
               following such rotational assignment.  #

          (b)  Minimum Benefit

               In no event shall a Participant, whose Vesting
          Service Credit has been five years or more, who
          terminates employment on or after his or her
          sixty-second birthday, or who is retired on a service
          or disability pension under the Pension Plan, receive a
          total annual retirement benefit from the Company of
          less than 15% of the employee's annual base salary plus
          Standard Award for Executives or Standard Annual
          Incentive Award for other Participants in effect on the
          employee's last day on the active payroll.

          (c)  Early Retirement Discount

               The service benefit allowance, determined in
          accordance with the provisions of this Paragraph 4, for
          each Participant who is granted a service benefit for
          reasons other than total disability as a result of
          sickness or injury, shall be reduced as follows:
          *

              The pension benefit shall be reduced by
          one-half percent (0.5%) for each calendar               
          month or part thereof by which the employee's
          Pension Commencement Date precedes
          his or her 56th birthday, except that each
          employee retired with thirty (30) or  
          more years of service shall receive a pension
          benefit reduced by one-quarter                              
          percent (0.25%) for each calendar month or part
          thereof by which such employee's                         
          Pension Commencement Date precedes his or her 56th
          birthday.  The age before                            
          which   an employee's pension benefit is reduced as provided 
          above due to early     *
          retirement shall be increased from age 56 as
          specified above to the age in the right
          column as of the date in the left column of the
          following schedule:

             January 1 of
                                                Retirement Prior to Age

                 1991                                          57
                 1994                                          58
                 1997                                          59
                 2000                                          60
                 2003                                          61
                 2006                                          62




#Text Added 12/1/90
*Text Revised 5/1/89


          Provided, however, that with respect to a Participant who retires
          during a  % transition year in the above table, in no event 
          shall the amount by which such Participant's benefit is 
          reduced pursuant to this provision be greater than the   
          amount by which such benefit would have been reduced pursuant to
          this provision had the Participant retired on December 31 of 
          the prior year. %

          (d)  Deferred Benefit Amount

               The benefit allowance for each Participant
          eligible for a deferred benefit under the provisions of
          Paragraph 3(b) of this Section 4 shall be calculated
          exclusively in accordance with the provisions specified
          as applicable to those receiving a benefit under
          Paragraph 3(a) or 3(c) of this Section 4 effective as
          of the date such Participant leaves the service of a
          Participating Company other than for reasons of
          transfer to another Participating Company, Affiliate or
          an Interchange Company, or the date which is the last
          day of the month in which he reaches the Mandatory
          Retirement Age, whichever is earlier, and, in any case,
          as if such Participant had retired on such date and,
          except as provided in Section 4.4(a)(ii), no
          recomputation of the benefit shall be made after such
          date or as a result of amendments made to this Plan
          subsequent to such date.

          (e)  Automatic Survivor Annuity

               In the event of the death of an active Participant
          who at the time of death was eligible for a deferred
          benefit under this Plan and who leaves a surviving
          spouse, such surviving spouse shall automatically
          receive a survivor annuity for life in the amount of
          50% of the Participant's net benefit under this Plan,
          after offsets, which would have been payable had such
          Participant retired with a service benefit, regardless
          of his or her actual eligibility therefor, on the date
          of his or her death.  For purposes of the automatic
          survivor annuity provided in this Paragraph 4(e), the
          early retirement discount in Paragraph 4(c) shall not
          apply.  If an Executive Participant dies prior to
          retirement, has a surviving spouse, and does not meet
          the       *
               service eligibility requirements for the automatic
          survivor annuity under this Plan,                     
               the death benefit as specified under Section 5,
          Paragraph 1 of this Plan will be                      
               increased to include an amount equal to twice the
          Participant's annual base salary                      
               at the time of death.  *

                    In the case of a pensioner or former
          employee, who at the time of his or her death leaves a
          surviving spouse, such surviving spouse shall
          automatically receive a survivor annuity for life in
          the amount of 50% of the net retirement benefit
          received by such Participant under this Plan, after
          offsets.

          (f)  Minimum Survivor Benefit

               In no event shall the surviving spouse of a
          Participant, entitled to a minimum retirement benefit
          or disability allowance under the long term disability
          plan which applies to such Participant, receive a total
          benefit from the Company of less than 15% of the
          deceased Participant's annual base salary plus Standard
          Award for





* Text Revised 5/1/89
%Text Revised 11/1/97

          Executives or Standard Annual Incentive Award for other
          Participants in effect on the employee's last day on the
          active payroll.

          (g)  Special Increases

               Service and disability benefit payments, as
          determined under this Paragraph 4(a)  *
               and (b) of this Section 4, of retired Participants
          shall be increased by the same *
               percentage and pursuant to the same terms and
          conditions as are set forth in the Pension Plan.

5.   Monthly Payments

Benefits shall normally be paid in monthly disbursements or at
such other periods as the
Committee or a Participating Company Committee as applicable, may
determine in each case.  Notwithstanding the foregoing, if at the
time of employment termination, the present value of the *
benefit of a Participant, whether payable as a service benefit, a
deferred benefit, or a survivor's                                     
benefit, is less than $20,000, such benefit shall be paid in the
form of a single lump sum payment                                     
which is the actuarial equivalent of the benefit otherwise
payable.   Present value and the amount                
of each lump sum payment shall be determined using (i) an
interest rate based on the Pension *
Benefit Guaranty Corporation interest rate for valuing a
participant's vested benefit in a trusteed single employer plan
applicable on the first day of the plan year in which the
distribution is or would be made and (ii) mortality rates equal
to the unisex rates published in the Unisex Pension Mortality
Table - 1984 (UP-1984).

6.   Duration of Payments

Except for the reasons specified below, benefits granted under
this Plan shall commence on the day following the date of
retirement, either at the Mandatory Retirement Age, or at such
other time as is herein provided for payment of a deferred
benefit or disability benefit, and shall continue to the death of
the retiree.

7.   Treatment During Subsequent Employment

Where a Participant's period of service includes service in more
than one Participating Company or in a company that is not a
Participating Company, the last Participating Company to employ
him or her immediately prior to his or her retirement or
termination of employment with entitlement to a benefit hereunder
shall be responsible for the full benefit under this Plan.
Employment with any Participating Company, Affiliate, or with
Bellcore, pursuant to a BellSouth/Bellcore Interchange Agreement,
for which a Participant is an eligible employee, subsequent to
retirement or termination of employment with entitlement to any
type of benefits described heretofore shall result in the
permanent suspension of the benefit for the period of such
employment or reemployment.











*  Text Added 09/01/88

SECTION 5.    DEATH BENEFITS

1.   Eligibility and Administration

All Participants shall be eligible for death benefits under this
Plan.  Death benefits described %
herein are in addition to death benefits payable under the
Pension Plan but shall be subject to the                        
same terms and conditions of, and administered in the same manner
as, corresponding death                           
benefit provisions of the Pension Plan.  For an Executive, the
benefit equals the annual base                                  
salary plus two times the Standard Award.  The above stated
amounts of base salary and %
Standard Award are those amounts in effect at the earlier of
retirement or death including
those amounts previously deferred pursuant to other plans. For
all other Participants,
the benefit equals the Standard Annual Incentive Award in effect
at the earlier of retirement or death.  In addition, the death
benefit for all Participants will include the amount of death
benefit, if any, that would otherwise have been payable under the
Pension Plan had there been no deferral of compensation under any
plan of the Company.  The benefit amount will also include the *
amount of death benefit, if any, that would otherwise have been
payable under the Pension Plan                                 
had the restriction on the amount of compensation that may be
taken into account under Code                     
Section 401(a)(17) not been applicable.  If a Participant is
eligible for or has retired with a                              *
service benefit under this Plan but is not eligible for a service
pension under the Pension Plan,
the death benefit under this Plan will include the amount of
death benefit that would have been
payable under the Pension Plan had the Participant been eligible
for or retired with a service pension thereunder.

2.   Source of Payments

All death benefits payable pursuant to this Section 5 of the Plan
shall be paid from Company or Participating Company's operating
expenses, or through the purchase of insurance from an Insurance
Company as the Company may determine.


SECTION 6.    GENERAL PROVISIONS

1.   Effective Date

This Plan is effective January 1, 1984.

2.   Rights to Benefit

There is no right to any benefit under this Plan except as may be
provided by the Company or each Participating Company.
Participants have the status of general, unsecured creditors of
the Participating Company and the Plan constitutes a mere promise
by the Participating Company to make benefit payments in the
future.  A Participant shall have only a contractual right to
receive the benefits provided for hereunder if and when he
complies with all of the conditions set forth herein.  Nothing
contained in this Plan and no action taken pursuant to the
provisions of this Plan shall create or be construed to create a
trust of any kind.  The Plan is intended to be "unfunded" for
purposes of the Pension Act and the Code.







*  Text Added 09/01/88
% Text Revised 11/28/94

If any payment is made to a Participant, his or her surviving
spouse or other beneficiary  #
with respect to benefits described in this Plan from any source
arranged by the Company or a                                          
Participating Company including, without limitation, any fund,
trust, insurance arrangement,                                         
bond, security device, or any similar arrangement, such payment
shall be deemed to be in full                                         
and complete satisfaction of the obligation of the Company or
Participating Company under                                           
this Plan  to the extent of such payment as if such payment had
been made directly by the                                             
Company or Participating Company; and (ii) if any payment from a
source described in                                              
clause (i) above shall be made, in whole or in part, prior to the
time payment would be made                                            
under the terms of this Plan, such payment shall be deemed to
satisfy the obligation of the                                         
Company or Participating Company to pay Plan benefits beginning
with the benefit which                                        
would next become payable under the Plan and continuing in the
order in which benefits are                                         
so payable, until the payment from such other source is fully
recovered. In determining the                                         
benefits satisfied by a payment described in clause (ii), Plan
benefits, as they become                                              
payable, shall be discounted to their value as of the date such
actual payment was made using                                         
an interest rate equal to the valuation interest rate for
deferred annuities as last published by                               
the Pension Benefit Guaranty Corporation prior to the date of
such actual payment.  If the                                          
benefits which actually become payable under this Plan, after
applying the discount described                                       
in the preceding sentence, are less than the amount of the
payment described in clause (ii),                                     
any such shortfall shall not be collected from or enforced
against the Participant as a claim by                                 
the Company or Participating Company.  #

3.   Involuntary Termination

In the event that a Participant's employment is terminated
involuntarily prior to his or her becoming eligible for a
deferred benefit under this Plan, other than for cause, such
Participant shall nevertheless be entitled to a deferred
benefit hereunder, based upon the Participant's Vesting
Service Credit at his or her date of termination.
4.   Governing Law

The Company intends that this Plan be an unfunded deferred
compensation plan maintained primarily for a select group of
management and highly compensated employees exempt from Parts 2,
3 and 4 of Title I of the Pension Act by reason of the exemptions
set forth in Sections 201(a), 301(a) and 401(a) of the Pension
Act and from Part 1 of the Pension Act by reason of the exemption
set forth in Section 2520.104-23 of applicable United States
Department of Labor regulations.  This Plan shall be interpreted
and administered accordingly.  This Plan shall be construed in
accordance with the laws of the State of Georgia to the extent
such laws are not preempted by the Pension Act.

 5.  Assignment or Alienation

Benefits payable, and rights to benefits, under this Plan may not
in any manner be anticipated, sold, transferred, assigned (either
at law or in equity), alienated, pledged, encumbered or subject
to attachment, garnishment, levy, execution or other legal or
equitable process.

6.   Nothing contained in this Plan shall be construed as
conferring upon a Participant the right to continue in the employ
of the Company.






# Text Added 5/25/90
7.   Determination of Eligibility

In all questions relating to age and service for eligibility for
any benefit hereunder, or relating to a Participant's period of
service and rates of pay for determining benefits, any decision
of the Claim Review Committee or a Participating Company Claim
Review Committee, as applicable, based upon this Plan and upon
the records of the Participating Company last employing such
individual shall be final, conclusive and binding on all persons.

 8.  Option During Disability

If a Participant who has left the service of a Participating
Company has elected to continue receiving disability benefits
which he had been receiving prior to his or her termination and
to defer receiving pension payments under the Pension Plan to
which he is eligible, benefits under this Plan shall be deferred
until such time as the Participant begins to receive payments
under the Pension Plan.

 9.  Break in Service

For purposes of this Plan, a break in service shall be defined
and treated in the same manner as is set forth in the Pension
Plan.

10.  Leaves of Absence

For purposes of this Plan, a leave of absence shall be defined
and administered in the same manner as is set forth in the
Pension Plan.

11.  Special Classification

For purposes of this Plan, the determination of those causes of
death not classed as due to accident shall be accomplished in the
same manner as is set forth in the Pension Plan.

12.  Method of Payment

Payments under this Plan shall be made in the same manner as is
set forth under the Pension Plan.

13.  Amounts Accrued Prior to Death

Benefit amounts accrued but not actually paid at the time of
death of a former employee or pensioner shall be paid in
accordance with the standards and procedures set forth in the
Pension Plan.

14.  Payments to Others

Benefits payable to a former employee or retiree unable to
execute a proper receipt may be paid to other person(s) in
accordance with the standards and procedures set forth in the
Pension Plan.

15.  Claims Release

In case of accident resulting in the death of a Participant which
entitles his or her beneficiaries or his or her annuitants to
benefits under this Plan, such beneficiaries or annuitants shall,
prior to the payment of any such benefits, sign a release,
releasing the Company or other Participating Companies,
Affiliates or Interchange Companies, as applicable, from all
claims and demands which the Participant had, and his or her
beneficiaries or his or her annuitant may have against them,
otherwise than under this Plan, on account of such accident.  If
any persons, other than the beneficiaries under this Plan might
legally assert claims  against a Participating Company, Affiliate
or Interchange Company on account of the death of the
Participant, no part of the death benefit under this Plan shall
be due or payable until there have also been delivered to the
Committee or Participating Company Committee, the Affiliate or
Interchange Company Committee, as applicable, good and sufficient
releases of all claims, arising from or growing out of the death
of the Participant, which such other persons might legally assert
against any Participating Company, Affiliate or Interchange
Company.  The Committee or Participating Company Committee, as
applicable, in its discretion, may require that the releases
above described shall release any other company, connected with
the accident, including the Company or any other Participating
Company, Affiliate or Interchange Company, as applicable.  This
requirement of a release shall not apply in the case of survivor
annuities under Section 4 of the Plan.

16.  Damage Claims or Suits

Should a claim, other than under the Plan, be presented or suit
brought against the Company or any Participating Company,
Affiliate or Interchange Company for damages on account of the
death of a Participant, nothing shall be payable under the Plan
on account of such death except as provided in Paragraph 15 of
this Section 6; provided, however, that the Committee,
Participating Committee, or the Affiliate, as applicable, may, in
its discretion and upon such terms as it may prescribe, waive
this provision if such claims be withdrawn or if such suit be
discontinued, and provided further that this provision shall not
preclude the payment of survivor annuities under Section 4.

17.  Judgment or Settlement

In case any judgment is recovered against any Participating
Company, Affiliate or Interchange Company or any settlement is
made of any claim or suit on account of the death of a
Participant, and the amount paid to the beneficiaries who would
have received benefits under the Plan is less than what would
otherwise have been payable under the Plan, the difference
between the two amounts may, in the discretion of the Company,
Participating Company Committee, or Affiliate, as applicable, be
distributed to such beneficiaries.

18.  Payment Under Law

In case any benefit, which the Committee, Participating Company
Committee, or Affiliate, as applicable, shall determine to be of
the same general character as a payment provided by the Plan,
shall be payable under any law now in force or hereafter enacted
to any Participant of a Participating Company, to his or her
beneficiaries or to his or her annuitant under such law, the
excess only, if any, of the amount prescribed by law shall be
payable under the Plan; provided, however, that no benefit
payable under this Plan shall be reduced by reason of any
governmental benefit or pension payable on account of military
service.  In those cases where, because of differences in the
beneficiaries, or differences in the time or methods of payment,
or otherwise, whether or not there is such excess is not
ascertainable by mere comparison but adjustments are necessary,
the Committee or Participating Company Committee, as applicable,
has discretion to determine whether or not in fact any such
excess exists and to make the adjustments necessary to carry out
in a fair and equitable manner the spirit of the provision for
the payment of such excess.




19.  Plan Termination

Subject to the limitations described below, the Company retains
the right to terminate, in *
whole or in part, and each Participating Company retains the
right to withdraw from this 
Plan, at any time, for any reason, with or without notice.  The
Company will continue to  
make payments, in accordance with the terms and conditions of the
Plan, to all Participants 
who were either retired or terminated prior to Plan termination,
and will also continue to 
recognize its obligation to the surviving spouse of the
aforementioned individuals. 
Additionally, Participants who have satisfied the service
requirements for a deferred vested 
pension under the Pension Plan on the date of Plan termination
shall receive benefits under 
the terms of the Plan as in effect immediately prior to its
termination, the amount of such 
benefit to be calculated as if the Participant retired (or
otherwise terminated employment) 
on the termination date of the Plan, it being the Company's
intent that termination of the Plan 
shall not adversely affect any entitlement to such benefits and
any amendment, modification 
or termination of this Plan inconsistent with this expression of
intent shall be null and void.                                        *


SECTION 7.    INTERCHANGE OF BENEFIT OBLIGATION

The same transfer of service credit provisions contained in
interchange agreements presently in existence under the Pension
Plan, or as they may be amended from time to time, between the
Company, on behalf of all Participating Companies, with any
Interchange Company shall apply to the transfer of service credit
for purposes of this Plan.


SECTION 8.    PLAN MODIFICATION

The Company may in its sole discretion from time to time make any
changes in the Plan as it deems appropriate, provided, however,
such modifications shall not result in a reduction of  *
benefits to either: (i) those participants or their surviving
spouses already receiving benefits                                    
under this Plan, or (ii) those participants who have satisfied
the service requirements for a *
deferred vested pension under the Pension Plan.  Specifically, no
Plan modification shall have
the effect of reducing a Participant's benefits under the Plan to
which he or she would be
entitled under the terms of the Plan as in effect in immediately
prior to its modification, the
amount of such benefit to be calculated as if the Participant
retired (or otherwise terminated
employment) on the date the Plan was modified, it being the
Company's intent that any  *
modification of the Plan shall not adversely affect any
entitlement to such benefits and any                                 
amendment, modification or termination of this Plan inconsistent
with this expression of                                            
intent shall be null and void.  *

In addition, the Company may authorize the execution of
agreements providing retirement benefits subject generally to the
terms and conditions of the Plan and benefits under such
agreements shall be deemed provided hereunder.









* Text Added 08/12/88