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                                                                   Exhibit 10Q-8

                                AMENDMENT TO THE
               BELLSOUTH PERSONAL RETIREMENT ACCOUNT PENSION PLAN

         THIS AMENDMENT to the BellSouth Personal Retirement Account Pension
Plan (the "Plan") is made as of this 22nd day of December, 1999, by the
BellSouth Employees' Benefit Claim Review Committee (the "Committee").

                                   WITNESSETH:

         WHEREAS, BellSouth Corporation sponsors the Plan, which was amended and
restated effective January 1, 1998, and subsequently amended from time to time;

         WHEREAS, pursuant to Section 15.01 of the Plan, the Committee is
authorized to adopt nonmaterial amendments to the Plan; and

         WHEREAS, the Committee desires to amend the Plan (i) to provide that
the combined plan limitation of repealed Section 415(e) of the Internal Revenue
Code of 1986, as amended, will continue to apply to the accrued benefit of any
participant who is not credited with an hour of service for any period after
December 31, 1999; (ii) to provide that the lump sum settlement amount of
certain participants who have their benefits determined under the grandfathered
BellSouth Management Pension Plan portion of the Plan will not prospectively
decrease below established floor amounts; and (iii) to modify Schedule 2 of the
Plan for L.M. Berry and Company and the Prior Plan (as defined in Schedule 2).

         NOW, THEREFORE, the Plan is amended, effective as of December 31, 1999,
as follows:

                                       1.

         Section 6.05(h) of the Plan is amended by deleting the first sentence
of such section in its entirety and substituting therefor the following:

         This Paragraph 6.05 is intended to comply with Code section 415 and
         should be interpreted to limit benefits only to the extent required by
         that Code section; provided, notwithstanding any other provision of the
         Plan, the accrued benefit for any Participant who does not perform an
         Hour of Service after December 31, 1999 shall be determined by applying
         the terms of this Paragraph 6.05 (implementing the limitations of Code
         section 415) as if the limitations of Code section 415 continued to
         include the limitations of Code section 415(e) (as set forth in
         subparagraph (f) above) as in effect on December 31, 1999. For this
         purpose, the "defined contribution plan fraction" is set equal to the
         "defined contribution plan fraction" as of December 31, 1999.

                                       2.

         Section 7.08 of the Plan is amended by adding at the end thereof the
following:

         Notwithstanding anything in this Paragraph 7.08 to the contrary, with
         respect to a Participant who is employed on and/or after December 31,
         1999 and whose pension amount under this Plan is determined based on
         his benefit accrued under the BellSouth Management Pension Plan in
         accordance with Appendix D hereto, such Participant's lump sum
         settlement shall be equal

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         to the greater of (i) such lump sum settlement amount calculated as of
         the applicable date determined under Paragraph 7.08(d) hereof for such
         Participant, or (ii) such lump sum settlement amount determined as of
         the December 31, which occurs within 1999 or any later Plan Year, on
         which such Participant was an Employee and as of which such
         Participant's lump sum settlement was the greatest. For purposes
         hereof, a Participant who is on a leave of absence as of a date will
         be considered to be employed as of such date. If any such Participant
         terminates employment and is reemployed before receiving payment of
         any portion of his pension, his lump sum settlement amount will be
         recalculated for each December 31 on and/or after the date he is
         reemployed, and if such recalculation produces a greater benefit than
         previously determined under clause (ii) above, such recalculation
         shall be substituted therefor. If any such Participant terminates
         employment, receives payment of all or any portion of his pension and
         becomes reemployed, the lump sum settlement amount determined under
         clause (ii) above will not be recalculated for any December 31 on or
         after the date of his reemployment.

                                       3.

         Amend  Schedule 2 of the Plan for L.M.  Berry and Company and the Prior
Plan (as defined in Schedule 2) as follows:

                                       a.

         Section 1.01(x) of the Prior Plan is amended, effective with respect to
Grandfathered Participants (as that term is defined in Schedule 2) and any other
participant who on January 1, 2000 has an accrued benefit under the Prior Plan,
but only for benefit payments the annuity starting date of which occurs after
December 31, 1999, to provide as follows:

                  (x) "Actuarial Equivalent" with respect to a stated benefit
         shall mean a benefit with the same present value as such stated benefit
         determined by discounting all future payments for assumed interest and
         mortality, as follows: The assumed mortality shall be the GAM 83
         mortality tables, adjusted to eliminate gender distinctions, or such
         other table or tables as may be prescribed by the Secretary of the
         Treasury from time to time. Except as provided in the following
         sentences of this subsection, determinations shall be made using an
         interest rate equal to the average yield, expressed as an annual rate
         of interest, of 30-year Treasury securities for the month of November
         immediately preceding the Plan Year in which the annuity starting date
         of the stated benefit occurs. Notwithstanding the foregoing, however,
         with respect only to Participants whose employment covered under the
         Plan terminated prior to January 1, 2000, in no event shall the
         interest rate used for determining reductions in benefits for
         commencement prior to age sixty-two (62) be less than six percent (6%)
         per annum; provided, however, that this sentence shall not apply with
         respect to the last sentence of Section 1.01(u), the last sentence of
         Section 4.01, or any benefit computed with respect to either of such
         sentences.

                                       b.

         Effective for benefit payments the annuity starting date of which
occurs after December 31, 1999, Section 4.02(c) of the Prior Plan is amended by
deleting therefrom the phrase "within one (1) year".


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                                       c.

         Section 5.04(b) of the Prior Plan is amended, effective with respect
only to Grandfathered Participants (as that term is defined in Schedule 2) whose
employment covered under the Plan terminates after December 31, 1999, by
amending the proviso at the end thereof to provide as follows:

         "; provided, however, that the amount of any such Optional Retirement
         Benefit determined under Section 4.02(c) or Section 4.02(d) (commencing
         prior to such Participant's Normal Retirement Date) of a Participant
         whose Early Retirement Date occurs after June 30, 1999 and prior to
         January 1, 2000, shall not be less than the Actuarial Equivalent of
         such Participant's Accrued Retirement Benefit as of the date of such
         Participant's termination of employment."

                                       d.

         Schedule 2 of the Plan for L. M. Berry and Company is amended by adding
at the end of  Paragraph 4(l)  the following:

                  (d) MINIMUM LUMP SUMS FOR CERTAIN NON-GRANDFATHERED
         PARTICIPANTS. This subparagraph (d) provides a minimum lump sum
         optional form of benefit for certain Participants, as follows:

                           (i) APPLICABILITY. This subparagraph (d) shall apply
                  only to a Participant described in subparagraph 7.08(a) who is
                  an Employee (as defined in PRA) on or after December 31, 1999,
                  who is service pension eligible, and who is not a
                  Grandfathered Participant (and whose benefits under the Plan
                  are governed by Schedule 2 of the Plan for L. M. Berry and
                  Company) (a "MLS Eligible Participant"). This subparagraph (d)
                  shall apply only with respect to that portion of a MLS
                  Eligible Participant's pension attributable to his
                  participation in the Plan under this Schedule 2 of the Plan
                  for L. M. Berry and Company.

                           (ii) MLS AMOUNT. "MLS Amount" shall mean the largest
                  lump sum settlement the MLS Eligible Participant would have
                  received if the MLS Eligible Participant's employment covered
                  under the Plan had terminated on each applicable MLS
                  Determination Date (as hereinafter defined) and the MLS
                  Eligible Participant had elected and had received a lump sum
                  settlement on each such MLS Determination Date determined in
                  accordance with the above provisions of this Paragraph 7.08
                  (or if there is only one MLS Determination Date for the MLS
                  Eligible Participant, such lump sum settlement).

                           (iii) MLS DETERMINATION DATE. "MLS Determination
                  Date" shall mean each December 31st occurring after December
                  31, 1998 on which the MLS Eligible Participant is an Employee
                  (as defined in the Plan) and remains a MLS Eligible
                  Participant, except that if the MLS Eligible Participant's Net
                  Credited Service is broken (as provided in Section 10), then
                  no December 31st occurring after such break in service shall
                  be a MLS Determination Date unless and until the MLS Eligible
                  Participant's service is bridged under Paragraph 10.05, in


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                  which case each December 31st after such bridging occurs may
                  be a MLS Determination Date if the requirements otherwise
                  applicable thereto are met.

                           (iv) MLS PAYMENT. If a MLS Eligible Participant
                  receives payment of the MLS Eligible Participant's pension in
                  a lump sum settlement under this Paragraph 7.08, such lump sum
                  settlement shall be not less than the MLS Amount.

                                       e.

         Schedule 2 of the Plan for L. M. Berry and Company is amended by adding
at the end of  Paragraph  5(e) the following:

         Subparagraph (j) of this Paragraph 5 shall not apply to the
         determination of the amount of pre-commencement death benefits under
         this subparagraph (e) (including Section 8 of PRA as modified above, if
         applicable).

                                       f.

         Schedule 2  of the Plan for L.  M. Berry  and Company is amended by
adding at the end of  Paragraph 5  the following:

           (j)  MINIMUM LUMP SUMS FOR CERTAIN GRANDFATHERED PARTICIPANTS. This
subparagraph (j) provides a minimum lump sum optional form of payment for
certain Grandfathered Participants, as follows:

                           (i) APPLICABILITY. This subparagraph (j) shall apply
                  only to a Grandfathered Participant who is an Employee (as
                  defined in PRA) on or after December 31, 1999 and who is
                  vested in the Berry Benefit (a "MLS Eligible Grandfathered
                  Participant"). This subparagraph (j) shall apply only with
                  respect to that portion of a MLS Eligible Grandfathered
                  Participant's pension attributable to his participation in the
                  Plan under this Schedule 2 of the Plan for L. M. Berry and
                  Company.

                           (ii) GRANDFATHERED MLS AMOUNT. "Grandfathered MLS
                  Amount" shall mean the largest single sum cash settlement the
                  MLS Eligible Grandfathered Participant would have received
                  with respect to the MLS Eligible Grandfathered Participant's
                  Berry Benefit if the MLS Eligible Grandfathered Participant's
                  employment covered under the Plan had terminated on each
                  applicable Grandfathered MLS Determination Date (as
                  hereinafter defined) and the MLS Eligible Grandfathered
                  Participant had elected and had received payment of the MLS
                  Eligible Grandfathered Participant's Berry Benefit in a single
                  sum cash settlement (as provided for under the Prior Plan) on
                  such Grandfathered MLS Determination Date (assuming that the
                  Prior Plan provided for a single sum cash settlement with an
                  annuity starting date on such Grandfathered MLS Determination
                  Date) (or if there is only one Grandfathered MLS Determination
                  Date for the MLS Eligible Grandfathered Participant, such
                  single sum cash settlement).

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                           (iii) GRANDFATHERED MLS DETERMINATION DATE.
                  "Grandfathered MLS Determination Date" shall mean each
                  December 31st occurring after December 31, 1998 on which the
                  MLS Eligible Grandfathered Participant is an Employee (as
                  defined in PRA) and remains a MLS Eligible Grandfathered
                  Participant, except that if the MLS Eligible Grandfathered
                  Participant's Net Credited Service is broken (as provided in
                  Section 10 of PRA) then no December 31st occurring after such
                  break in service shall be a Grandfathered MLS Determination
                  Date unless and until the MLS Eligible Grandfathered
                  Participant's service is bridged under Paragraph 10.05 of PRA,
                  in which case each December 31st after such bridging occurs
                  may be a Grandfathered MLS Determination Date if the
                  requirements otherwise applicable thereto are met.

                           (iv) COMBINED GRANDFATHERED/NON-GRANDFATHERED MLS
                  AMOUNT. "Combined Grandfathered/Non-Grandfathered MLS Amount"
                  shall mean the largest total single sum cash settlement of the
                  Berry Benefit and lump sum settlement of the excess of the
                  monthly PRA Benefit over the monthly Berry Benefit the MLS
                  Eligible Grandfathered Participant would have received if the
                  MLS Eligible Grandfathered Participant had been a MLS Eligible
                  Participant and the MLS Eligible Grandfathered Participant's
                  employment covered under the Plan had terminated on each
                  applicable "MLS Determination Date" (as defined in Paragraph
                  7.08(d) of Schedule 2 of the Plan for L.M. Berry and Company)
                  and the MLS Eligible Grandfathered Participant had elected and
                  had received a single sum cash settlement of the MLS Eligible
                  Grandfathered Participant's Berry Benefit (as provided under
                  the Prior Plan and assuming that the Prior Plan provided for a
                  single sum cash settlement with an annuity starting date on
                  such MLS Determination Date) and had elected and had received
                  a lump sum settlement of the excess of the monthly PRA Benefit
                  over the monthly Berry Benefit on each such MLS Determination
                  Date determined in accordance with the provisions of Paragraph
                  7.08(d) (or if there would have been only one MLS
                  Determination Date for the MLS Eligible Grandfathered
                  Participant, such total single sum cash settlement and lump
                  sum settlement).

                           (v)      GRANDFATHERED MLS PAYMENT.

                                    (A) If an MLS Eligible Grandfathered
                           Participant whose pension benefit under the Plan is
                           paid under subparagraph (c) of this Paragraph 5
                           (i.e., payment of the Berry Benefit) receives payment
                           of the MLS Eligible Grandfathered Participant's Berry
                           Benefit in a single sum cash settlement under Section
                           4.02(c) of the Prior Plan, such single sum cash
                           settlement shall be not less than the Grandfathered
                           MLS Amount.

                                    (B) If an MLS Eligible Grandfathered
                           Participant whose pension benefit under the Plan is
                           paid under subparagraph (d) of this Paragraph 5
                           (i.e., payment of the Berry Benefit and the excess of
                           the monthly PRA Benefit over the monthly Berry
                           Benefit) receives payment of the MLS Eligible
                           Grandfathered Participant's Berry Benefit in a single
                           sum cash settlement under Section 4.02(c) of the
                           Prior Plan and receives


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                           payment of the excess of the monthly amount of the
                           PRA Benefit over monthly amount of the Berry Benefit
                           in a lump sum settlement with an annuity starting
                           date that is the same date as the annuity starting
                           date as of which the single sum cash settlement of
                           the Berry Benefit is determined:

                                    (1) such single sum cash settlement with
                                    respect to the Berry Benefit shall be not
                                    less than the Grandfathered MLS Amount; or

                                    (2) if the MLS Eligible Grandfathered
                                    Participant would have been an "MLS Eligible
                                    Participant" (as defined in Section 7.08(d)
                                    of Schedule 2 of the Plan for L. M. Berry
                                    and Company) if he had not been a
                                    Grandfathered Participant, the sum of such
                                    single sum cash settlement of the Berry
                                    Benefit and such lump settlement of the
                                    excess of the monthly amount of the PRA
                                    Benefit over the monthly amount of the Berry
                                    Benefit shall be not less than the Combined
                                    Grandfathered/Non-Grandfathered MLS Amount.

                                                        4.

         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 EMPLOYEES' BENEFIT CLAIM
                                                         REVIEW COMMITTEE

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