AGREEMENT


THIS AGREEMENT is made this _____ day of ____________, 19__, by
and between BellSouth Corporation (the "Company") and
_________________  (the "Executive");

                                        W I T N E S S E T H:

WHEREAS, the Executive is employed by the Company,  or a
subsidiary or affiliate of the Company (each, a "BellSouth
Company"), and has been  assigned to a Band [A] [AA] executive
compensation level or comparable level as defined in the
Company's compensation guidelines; and

WHEREAS, the Executive elects to retire under the terms and
conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the above premises and the
mutual covenants and agreements contained herein, the parties
hereto agree as follows:

1.  Retirement Date.  The Executive shall terminate employment
and resign from any position Executive holds with the Company and
any BellSouth Company on a date (the "Retirement Date") selected
by the Executive which occurs during the calendar year in which
the Executive's sixtieth (60th) birthday occurs.  The Executive
shall give written notice to the Company of the Retirement Date
so selected.   If the Executive fails to give such notice to the
Company on or before the date one hundred twenty (120) days prior
to the last day of the calendar year in which the Retirement Date
may occur, the Retirement Date shall be the date selected by the
Chief Executive Officer of the Company as the Executive's
Retirement Date.

2.  Separation Allowance.  On the Executive's Retirement Date, or
as soon thereafter as is reasonably practicable, the Company
shall pay to the Executive as a separation allowance a single
lump-sum cash payment equal to the sum of (1) twice the
Executive's Base Salary in effect on the Retirement Date plus (2)
[twice] the amount of the Standard Award applicable to the
Executive under the BellSouth Corporation Short Term Incentive
Plan ("STIP") for the Award Year in which his Retirement Date
occurs, less withholdings, or so much of such sum as shall not be
the subject of a deferral agreement between the parties hereto.
For purposes of this Agreement, (i)  "Base Salary" shall refer to
the gross annual base salary payable to the Executive including
the amount of any before-tax contributions made by the Executive
from such salary to the BellSouth Management Savings and Employee
Stock Ownership Plan, any other qualified cash or deferred
arrangement sponsored by the Company or a BellSouth Company, or a
successor to any such plan, as the case may be, and the amount of
any other deferrals of such salary under any nonqualified
deferred compensation plans maintained by the Company or a
BellSouth Company, and (ii) the terms "Standard Award" and "Award
Year" shall have the meanings ascribed to such terms under STIP.

3.  Short Term Incentive Award.  The Executive shall be entitled
to an award under the STIP based on performance results for the
Award Year in which the Executive's Retirement Date occurs,
prorated to the Executive's Retirement Date.  The payment
described in this Section 3 shall be subject to all other terms
and conditions of STIP.

4.  Supplemental Executive Retirement Plan.  The Executive shall
be entitled to benefits under the BellSouth Corporation
Supplemental Executive Retirement Plan ("SERP") equal to the
greater of (a) the benefits to which such Executive would be
entitled under SERP without regard to this Agreement, and (b) the
benefits to which such Executive would be entitled under SERP
with the following adjustments:

(i)  the aggregate annual benefit being based on seventy percent
(70%)  of Included Earnings (as such term is defined in SERP)
instead of the formula described in section 4(a)(i) of SERP; and

(ii) the benefit so determined being reduced by the retirement
benefit (unreduced for survivor annuity) payable to the Executive
under any tax-qualified defined benefit pension plan maintained
by any prior employer of the Executive, in addition to the
reductions described in section 4(a)(i) of SERP.

5.  Stock Options/Shareholder Return Cash Plan.  The Executive
shall be entitled to (i) a grant of Options to purchase shares of
Stock under the BellSouth Corporation Stock Option Plan ("SOP")
and (ii) a grant of Units under the BellSouth Corporation
Executive Shareholder Return Cash Plan ("SRCP"), as of the
Executive's Retirement Date, equal to [twice] the number of
Options and twice the number of Units, respectively, granted to
the Executive as part of the grant most recently preceding his
Retirement Date.  Benefits described in this Section 5 shall be
subject to all other terms and conditions of SOP and SRCP,
respectively.  For purposes of this Section 5, the terms
"Options" and "Units" shall have the meanings ascribed to such
terms in SOP and SRCP, respectively.

6. Financial Counseling.  The Executive shall be entitled to
benefits described in the BellSouth Corporation Financial
Counseling Plan through his sixty-seventh (67th) birthday, such
benefits to be provided by the Company as if eligibility therefor
extended to such date under the terms of such plan.  Benefits
described in this Section 6 shall be subject to all other terms
and conditions of the Financial Counseling Plan.

7. Company Automobile.  The Executive may, at his election,
purchase from the Company (or BellSouth Company) any
Company-owned automobile provided to him for its wholesale price
determined by the Company as of his Retirement Date, if the
Executive notifies the Company of his intention to do so within
thirty (30) days of his Retirement Date.


8. Death of Executive.  If the Executive shall die prior to the
Executive's Retirement Date, this Agreement shall be null and
void and neither the Executive nor his estate or other successors
shall be entitled to any of the benefits described herein.

9. Termination of Employment.  If the Executive's employment with
the Company and each BellSouth Company is terminated for any
reason prior to the Executive's Retirement Date, this Agreement
shall be null and void and the Executive shall be entitled to
none of the benefits described herein; provided, that this
Section 9 shall not apply if, upon termination of employment, the
Executive is transferred to or immediately reemployed by the
Company or any BellSouth Company.

10.  Nondisclosure.  The Executive represents and agrees that he
will keep the existence of this Agreement, and all of the terms
hereof, completely confidential and that he will not disclose any
information concerning this Agreement to anyone, other than his
immediate family, investment advisor, tax advisor, accountant or
attorney, provided that they agree to keep this information
confidential; provided that these restrictions on disclosure
shall not apply to the extent that the existence of this
Agreement and the terms hereof are disclosed by the Company or
any BellSouth Company as part of its periodic public filings and
disclosures or otherwise.  In the event the Executive breaches or
violates any of the terms or provisions of this Section 10, all
payments under this Agreement and further right to benefits
described in this Agreement will cease.  The Executive shall
thereafter be entitled only to such benefits as are payable under
the plans referred to herein without regard to this Agreement.
In addition to all other remedies provided at law or in equity
for damages or otherwise, the Company shall be entitled to a
temporary restraining order and a permanent injunction to prevent
a breach of any of the terms or provisions of this Section.

11.  Release.  Prior to signing this Agreement, the Executive has
had a period of at least twenty-one (21) days in which to review
this document.  At the outset of that 21-day period, the
Executive was advised to discuss the terms of the Agreement with
an attorney.  The Executive acknowledges that he has had a
sufficient opportunity to do so or, alternatively, to confer with
individuals of his choice who are not associated with the Company
or any BellSouth Company.

The Executive further acknowledges that the separation incentives
that are provided under the terms of the Agreement represent
valuable consideration in addition to other forms of compensation
or benefits to which he presently is entitled.  The Executive
fully understands the binding nature of the Agreement, and
affirms that his decision to enter into the Agreement has been
made voluntarily.


By entering into the Agreement, the Executive agrees to waive,
discharge, and release any and all claims and demands of whatever
nature, known or unknown, that existed prior to the date of the
Agreement (other than the Executive's right to enforce the terms
of the Agreement or the Executive's entitlement to benefits not
expressly waived in the Agreement), arising out of his employment
with the Company or a BellSouth Company, including specifically
the Executive's decision to terminate employment under the
Agreement, that the Executive might have pursued against the
Company, or other BellSouth Company, their past, current, or
future subsidiaries, divisions and affiliates, and their
directors, officers, employees, attorneys, and agents (both in
their personal and official capacities), whether under common
law, state law, federal law, including but not limited to the Age
Discrimination in Employment Act of 1967, as amended, or
otherwise.  This paragraph is not intended to affect benefits to
which Executive may be entitled under the Consolidated Omnibus
Budget Reconciliation Act ("COBRA") or any pension or benefit
plan in which Executive is a participant.

12.  Employment Rights.  The Company and the Executive understand
that this Agreement constitutes a binding commitment to provide
the benefits set forth herein upon the Executive's retirement.
The Agreement does not constitute, and should not be construed as
an employment contract.  The Executive acknowledges that he is
and shall remain an employee at will who may be terminated by the
Company or a BellSouth Company for any reason and at any time
prior to the Retirement Date.  Similarly, the Company
acknowledges that the Executive may resign for any reason at any
time prior to his Retirement Date, subject to forfeiting the
benefits described in the Agreement.  The Executive understands
that he, like any other employee, has been and will be subject to
the Company's performance standards as well as its disciplinary
rules.

13.  Severability.  In the event one or more of the provisions of
this Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect, the same shall not
affect any other provisions of this Agreement, but this Agreement
shall be construed as if such invalid or illegal or unenforceable
provisions had never been contained herein.

14.  Entire Agreement.  This Agreement embodies the entire
agreement of the parties hereto relating to the subject matter
hereof.  No amendment or modification of this Agreement shall be
valid or binding upon the parties unless made in writing and
signed by the parties hereto.

15.  Responsibility; Binding Effect.  The Company shall be
responsible for all payments and benefits described in this
Agreement; provided that, if at the Executive's Retirement Date,
the Executive is not employed by the Company but is employed by a
BellSouth Company, such BellSouth Company shall be responsible
for all payments and benefits described in this Agreement and
thereafter all references in this Agreement to the "Company"
shall be deemed to be references to such BellSouth Company.  This
Agreement shall be binding upon the parties hereto and their
respective heirs, representatives, successors, transferees and
assigns.

16.  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall constitute an original and
all of which, when taken together, shall constitute one
agreement.

17.  Governing Law.  This Agreement shall be governed by and
construed in accordance with laws of the State of Georgia.

18.  Revocation.  The Executive may revoke the Agreement by
giving written notice to the Company within seven (7) calendar
days following the Executive's execution of the Agreement.  The
Agreement will become binding and irrevocable following the
expiration of that time period.


IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date set forth above.

EXECUTIVE:                         COMPANY:



                                                            By:
Signature                                     Signature




Name                               Title