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                                                                   Exhibit 10w-5

                                AMENDMENT TO THE
                        BELLSOUTH RETIREMENT SAVINGS PLAN

         THIS AMENDMENT to the BellSouth Retirement Savings Plan (the "Plan") is
made as of this 22nd day of December, 1999, by the BellSouth Savings Plan
Committee (the "Committee").

                              W I T N E S S E T H:

         WHEREAS, BellSouth Corporation ("BellSouth") maintains the Plan for the
benefit of its employees and employees of certain of its affiliates;

         WHEREAS, Section 19.1 of the Plan provides that the Plan may be amended
at any time by action of the delegate of the Board of Directors of BellSouth
Corporation;

         WHEREAS, the Board has delegated the authority to approve amendments to
the Plan to the Executive Nominating and Compensation Committee, which in turn
has delegated this authority to the Committee; and

         WHEREAS, Section 22.4 of the Plan provides that any amendment to this
Plan automatically shall be effective as to each Participating Company without
any further action by any Participating Company; and

         WHEREAS, the Committee desires to amend the Plan (i) to provide that
amounts denominated as back pay that are received by a participant pursuant to a
settlement or judgment will be considered compensation for purposes of the Plan
only to the extent provided in the settlement or judgment, as applicable; (ii)
to reduce the eligibility age to 18, (iii) to liberalize the ESOP investment
diversification rules; and (iv) to provide for confidentiality with respect to
BellSouth shares allocated under the Plan in compliance with ERISA Section
404(c);

         NOW, THEREFORE, the Plan is amended as follows:

                                       1.

         Effective as of January 1, 1999, Section 2.1 of the Plan is amended by
replacing the first sentence of the definition of "Eligible Compensation" with
the following:

                           "ELIGIBLE COMPENSATION" shall mean, for each Eligible
                  Employee of a Participating Company, (a)(i) 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



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                  any deferrals under Section 4.1(a) of this Plan or any Code
                  Section 125 plan maintained by a Participating Company; (ii)
                  including amounts of back pay representing back payments of
                  any of the amounts described in clause (a)(i) hereof, but only
                  to the extent (A) such amounts would have been treated as
                  Eligible Compensation hereunder if paid during the period to
                  which the back pay relates and (B) the settlement agreement,
                  court order or similar instrument providing for the award of
                  such back pay specifies that it should be included in
                  compensation for purposes of the Plan; and (iii) excluding
                  overtime, shift differentials and other premium pay; or (b)
                  such other meaning as set forth in the applicable Adoption
                  Agreement; provided, however, that in a Plan Year in which a
                  Participating Employee becomes an Eligible Employee, the sum
                  in clause (a) shall include such amounts beginning with the
                  pay period that begins with or immediately follows the first
                  day of the month immediately following the date on which he
                  becomes an Eligible Employee.

                                       2.

         Effective as of January 1, 1999, Section 2.1 of the Plan is amended by
replacing clause (a) of the first sentence in the definition of "Eligible
Employee" with the following:

                  (a)      who has attained age 18,

                                       3.

         Effective January 1, 2000, Section 7.5 of the Plan is amended by
deleting said section in its entirety and by substituting therefor the
following:

                           5. ESOP ACCOUNT DIVERSIFICATION. Each Participating
                  Employee, who has attained age 55, may elect, during the
                  period from January 1 through the last business day of March
                  of such Plan Year and each succeeding Plan Year, that 25% of
                  the value of BellSouth Shares credited to his ESOP Account
                  (100% of the value such BellSouth Shares for a Participating
                  Employee who has attained age 60) be transferred to any one or
                  more 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 transfer is
                  made. If there are less than three investment funds available
                  under Section 7.1 and the Participating Employee has also
                  completed at least ten years of participation in the ESOP
                  before the beginning of a Plan Year, then, in lieu of electing
                  to diversify his investments (as provided in the preceding
                  sentence), he may elect (i) during the five consecutive Plan
                  Year period beginning after he first attains age 55 and
                  completes ten years of such participation, to have 25% of the
                  BellSouth Shares credited to his ESOP Account distributed to
                  him; and (ii) for the Plan Year immediately succeeding the end
                  of such five consecutive Plan Year period, to have 50% of the
                  BellSouth Shares



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                  credited to his ESOP Account distributed to him. All
                  elections, transfers and distributions required under this
                  section shall be made in accordance with Plan Rules and shall
                  be interpreted to satisfy at least the minimum requirements
                  under Code Section 401(a)(28).


                                       4.

         Effective as of January 1, 1999, Section 7 is amended by adding thereto
a new Section 7.10 as follows:

                           10. CONFIDENTIALITY OF BELLSOUTH SHARES. All
                  information relating to (i) the purchase, holding and sale of
                  BellSouth Shares, and (ii) the exercise of voting, tender and
                  similar rights with respect to BellSouth Shares by
                  Participating Employees and Beneficiaries shall be maintained
                  in accordance with procedures which are designed to safeguard
                  the confidentiality of such information, except to the extent
                  necessary to comply with federal laws or state laws not
                  preempted by ERISA. The Committee shall be the fiduciary that
                  is responsible for ensuring that such confidentiality
                  procedures are sufficient to safeguard the confidentiality of
                  the information described hereinabove and that such procedures
                  are being followed. Furthermore, if the Committee determines
                  that any activities relating to the BellSouth Shares involve a
                  potential for undue employer influence upon Participating
                  Employees and Beneficiaries with regard to the direct or
                  indirect exercise of shareholder rights, the Committee shall
                  designate an independent fiduciary (I.E., a fiduciary who is
                  not affiliated with BellSouth or any of its Affiliates or
                  Subsidiaries) to carry out the activities relating to any such
                  situations.

                                       5.

         Any other provisions of the Plan not amended herein shall remain in
full force and effect.

         IN WITNESS WHEREOF, this Amendment has been executed by the duly
authorized representative of the Committee as of the date first written above.

                                         BELLSOUTH SAVINGS PLAN COMMITTEE


                                         By:/s/ RD Sibbernsen
                                                 Richard D. Sibbernsen, Chairman