<PAGE>

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, each of the undersigned hereby constitutes and appoints
F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen,
and each of them, as attorneys for him in his name, place and stead in his
capacities in the Company to execute and cause to be filed the said Annual
Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand on the
date indicated.

/s/ F. Duane Ackerman                         February 28, 2000
----------------------------------------      ----------------------------------
F. Duane Ackerman                             Date
Chairman of the Board, President and
Chief Executive Officer
Director
(Principal Executive Officer)

/s/ Ronald M. Dykes                           February 28, 2000
----------------------------------------      ----------------------------------
Ronald M. Dykes                               Date
Chief Financial Officer
(Principal Financial Officer)

/s/ W. Patrick Shannon                        February 28, 2000
----------------------------------------      ----------------------------------
W. Patrick Shannon                            Date
Controller
(Principal Accounting Officer)


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ Reuben V. Anderson
----------------------------------
Reuben V. Anderson
Director

2/28/00
-------
Date


<PAGE>




                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ James H. Blanchard
----------------------------------
James H. Blanchard
Director

2/28/00
-------
Date


<PAGE>



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ J. Hyatt Brown
----------------------------------
J. Hyatt Brown
Director

2/28/00
-------
Date


<PAGE>



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ Armando M. Codina
----------------------------------
Armando M. Codina
Director

2/28/00
-------
Date


<PAGE>



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for her in her name, place and stead in her capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date
indicated.

/s/ Phyllis Burke Davis
----------------------------------
Phyllis Burke Davis
Director

2/28/00
-------
Date


<PAGE>




                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for her in her name, place and stead in her capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date
indicated.

/s/ Kathleen F. Feldstein
----------------------------------
Kathleen F. Feldstein
Director

2/28/00
-------
Date


<PAGE>




                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ John G. Medlin, Jr.
----------------------------------
John G. Medlin, Jr.
Director

2/28/00
-------
Date


<PAGE>



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ Leo F. Mullin
----------------------------------
Leo F. Mullin
Director

2/28/00
-------
Date


<PAGE>



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for her in her name, place and stead in her capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date
indicated.

/s/ Robin B. Smith
----------------------------------
Robin B. Smith
Director

2/28/00
-------
Date


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ C. Dixon Spangler, Jr.
----------------------------------
C. Dixon Spangler, Jr.
Director

2/28/00
-------
Date


<PAGE>



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ William S. Stavropoulos
----------------------------------
William S. Stavropoulos
Director

2/28/00
-------
Date


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ Eugene F. Murphy
----------------------------------
Eugene F. Murphy
Director

2/28/00
-------
Date


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1999.

         NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead in his capacity as a
Director of the Company to execute and cause to be filed the said Annual Report
and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby
giving and granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated.

/s/ J. Tylee Wilson
----------------------------------
J. Tylee Wilson
Director

2/28/00
-------
Date