SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D. C. 20549


                                         FORM 10-Q
(Mark One)

                   |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended September 30, 2000

                                            OR

                   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934

                             For the transition period from to


                               Commission file number 1-1049


                            BELLSOUTH TELECOMMUNICATIONS, INC.
                  (Exact name of registrant as specified in its charter)


         Georgia                                 58-0436120
 (State of Incorporation)                      (I.R.S. Employer
                                               Identification Number)


675 West Peachtree Street, N. E.,                      30375
          Atlanta, Georgia                           (Zip Code)
(Address of principal executive offices)

                   Registrant's telephone number 404 927-1909

THE REGISTRANT,  A WHOLLY-OWNED  SUBSIDIARY OF BELLSOUTH CORPORATION,  MEETS THE
CONDITIONS SET FORTH IN GENERAL  INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS
THEREFORE  FILING THIS FORM WITH REDUCED  DISCLOSURE  FORMAT PURSUANT TO GENERAL
INSTRUCTION H(2).

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

<PAGE>



                                Table of Contents


Item                                                                Page
                                       Part I
1. Financial Statements
         Consolidated Statements of Income and Retained Earnings .... 3
         Consolidated Balance Sheets ................................ 4
         Consolidated Statements of Cash Flows ...................... 5
         Notes to Consolidated Financial Statements ................. 6

2.  Management's Discussion and Analysis of Results of Operations ... 9

                                       Part II
6.  Exhibits and Reports on Form 8-K ................................15

------------------------------------------------------------------------------
 PART I - FINANCIAL INFORMATION
------------------------------------------------------------------------------

                           BELLSOUTH TELECOMMUNICATIONS, INC.
                 CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                       (Unaudited)
                                  (Dollars In Millions)

<TABLE>
<CAPTION>

                                              For the Three Months        For the Nine Months
                                               Ended September 30,         Ended September 30,
                                               1999        2000             1999       2000
<S>                                            <C>          <C>             <C>         <C>
Operating revenues:
     Local service                          $ 2,747      $ 2,857         $ 8,113     $ 8,540
     Network access                           1,200        1,198           3,578       3,706
     Long distance                              158          133             461         399
     Other                                      299          393             874       1,053
        Total operating revenues              4,404        4,581          13,026      13,698

Operating expenses:
     Operational and support expenses         2,313        2,297           6,857       6,892
     Depreciation and amortization              867          922           2,546       2,704
     Severance accrual                            -            -               -          53
        Total operating expenses              3,180        3,219           9,403       9,649

Operating income                              1,224        1,362           3,623       4,049

Interest expense                                142          179             409         516
Other income, net                                17            5              18          15

Income before income taxes                    1,099        1,188           3,232       3,548
Provision for income taxes                      413          441           1,212       1,307

        Net income                            $ 686        $ 747         $ 2,020     $ 2,241


Retained earnings:
     At beginning of period                 $ 1,476      $ 1,536         $ 1,354     $ 1,452
     Add:  net income                           686          747           2,020       2,241
     Deduct:  dividends declared               (615)        (699)         (1,827)     (2,109)
     At end of period                       $ 1,547      $ 1,584         $ 1,547     $ 1,584
</TABLE>





The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>


                         BELLSOUTH TELECOMMUNICATIONS, INC.
                             CONSOLIDATED BALANCE SHEETS
                                    (In Millions)

<TABLE>
<CAPTION>

                                                    December 31,   September 30,
                                                        1999            2000
                                                                    (Unaudited)
<S>                                                     <C>             <C>
ASSETS
Current assets:
     Cash and cash equivalents                          $ 39            $ 98
     Temporary cash investments                           15               4
     Accounts receivable, net of
      allowance for uncollectibles
      of $84 and $70                                   3,094           3,128
     Material and supplies                               203             233
     Other current assets                                 82             159
         Total current assets                          3,433           3,622

Investments and advances                                 320             309

Property, plant and equipment                         52,549          55,015
Less:  accumulated depreciation                       32,645          34,271
     Property, plant and equipment, net               19,904          20,744

Deferred charges and other assets                      1,638           2,183

         Total assets                               $ 25,295        $ 26,858

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
     Debt maturing within one year                   $ 3,331         $ 4,623
     Accounts payable                                  1,230           1,430
     Other current liabilities                         2,250           2,212
         Total current liablities                      6,811           8,265

Long-term debt                                         6,135           6,059

Noncurrent liabilities:
     Deferred income taxes                             1,628           1,793
     Unamortized investment tax credits                  126              96
     Other noncurrent liabilities                      1,790           1,581
         Total noncurrent liabilities                  3,544           3,470

Shareholder's equity:
     Common stock, one share, no par value             7,353           7,480
     Retained earnings                                 1,452           1,584
         Total shareholder's equity                    8,805           9,064

         Total liabilities and
            shareholder's equity                    $ 25,295        $ 26,858

</TABLE>




The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>

                  BELLSOUTH TELECOMMUNICATIONS, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                             (In Millions)

<TABLE>
<CAPTION>


                                                           For the Nine Months
                                                            Ended September 30,
                                                             1999        2000
<S>                                                           <C>         <C>
Cash Flows from Operating Activities:
     Net income                                             $ 2,020    $ 2,241
     Adjustments to net income:
         Depreciation and amortization                        2,546      2,704
         Severance accrual                                        -         53
         Provision for uncollectibles                           110        141
         Deferred income taxes and investment tax credits       158        158
     Net change in:
         Accounts receivable and other current assets          (236)      (279)
         Accounts payable and other current liabilities         488        394
         Deferred charges and other assets                     (419)      (410)
         Other liabilities and deferred credits                (166)      (267)
     Other reconciling items, net                                84        126

         Net cash provided by operating activities            4,585      4,861

Cash Flows from Investing Activities:
     Capital expenditures                                    (3,461)    (3,698)
     Other investing activities, net                             41         44

         Net cash used for investing activities              (3,420)    (3,654)

Cash Flows from Financing Activities:
     Net borrowings (repayments) of short-term debt             521        (50)
     Repayments of long-term debt                                (8)      (278)
     Advances from parent and affiliates                        428      2,520
     Repayments of advances from parent and affiliates         (422)    (1,107)
     Dividends paid to parent                                (1,902)    (2,410)
     Capital infusions by parent                                 21        177

         Net cash used for financing activities              (1,362)    (1,148)

     Net (decrease) increase in cash and cash equivalents      (197)        59
     Cash and cash equivalents at beginning of period           337         39
     Cash and cash equivalents at end of period               $ 140       $ 98
</TABLE>






The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>

                          BELLSOUTH TELECOMMUNICATIONS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
                                    (In Millions)

Note A - Preparation of Interim Financial Statements

In this report,  BellSouth  Telecommunications,  Inc. and its  subsidiaries  are
referred to as "we" or "BST".

The accompanying  unaudited consolidated financial statements have been prepared
based upon  Securities and Exchange  Commission  (SEC) rules that permit reduced
disclosure for interim periods.  In our opinion,  these  statements  include all
adjustments  necessary  for a fair  presentation  of the  results of the interim
periods shown. All adjustments are of a normal recurring nature unless otherwise
disclosed.  Revenues,  expenses,  assets and  liabilities  can vary  during each
quarter  of the  year.  Therefore,  the  results  and  trends  in these  interim
financial  statements may not be the same as those for the full year. For a more
complete   discussion  of  our   significant   accounting   policies  and  other
information,  you should read this report in conjunction  with the  consolidated
financial  statements  included  in our  latest  annual  report on Form 10-K and
previous quarterly reports on Form 10-Q.

Certain amounts within the prior year's  information  have been  reclassified to
conform to the current year's presentation.

Note B - Recent Accounting Pronouncements

Revenue Recognition
In December 1999, the SEC issued Staff Accounting  Bulletin Number 101, "Revenue
Recognition in Financial  Statements"  (SAB 101). SAB 101 requires that revenues
and costs of revenues  derived  from  services  rendered at the  beginning  of a
contract or business  relationship  be deferred and recognized  over the life of
the  related  contract  or  relationship.  In June 2000,  the SEC  deferred  the
required  adoption date of the  guidelines  in SAB 101 to the fourth  quarter of
2000.  We do not  expect the  adoption  of these  guidelines  to have a material
impact on our results of operations, financial position or cash flows.

Derivative Instruments and Hedging Activities
In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting for Derivative
Instruments and Hedging  Activities".  Among other provisions,  it requires that
entities  recognize  all  derivatives  as either  assets or  liabilities  in the
statement of financial  position and measure  those  instruments  at fair value.
Gains and losses resulting from changes in the fair values of those  derivatives
would be accounted  for  depending on the use of the  derivative  and whether it
qualifies for hedge accounting.  The effective date of this standard was delayed
via the issuance of SFAS No. 137,  "Accounting  for Derivative  Instruments  and
Hedging  Activities - Deferral of the Effective Date of FASB Statement No. 133 -
an amendment of FASB Statement  133". The effective date for SFAS No. 133 is now
for fiscal years  beginning  after June 15,  2000,  though  earlier  adoption is
encouraged and  retroactive  application is prohibited.  This means that we must
adopt  the  standard,  as  amended  by SFAS No.  138,  "Accounting  for  Certain
Derivative  Instruments  and Certain  Hedging  Activities - an amendment of FASB
Statement No. 133," no later than January 1, 2001. We do not expect the adoption
of this standard will have a material impact on results of operations, financial
position or cash flows.

Note C - Segment Information

Our  predominant  products are local  exchange and long distance  communications
services  within LATAs  (referred to as intraLATA) and network access  services,
all of which are provided over a single network.  Operating  decisions regarding
resource  allocation  and  performance   evaluation  are  made  based  on  total
operations.  Based on these factors,  we have  determined that we operate as one
operating segment as defined by Statement of Financial  Accounting Standards No.
131.

<PAGE>

                            BELLSOUTH TELECOMMUNICATIONS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                        (Unaudited)
                                       (In Millions)

Note D - Contingencies

Litigation Matters
Reciprocal  compensation.  Following the enactment of the Telecommunications Act
of 1996, we entered into  interconnection  agreements  with various  competitive
local  exchange  carriers  providing  for,  among other  things,  the payment of
reciprocal  compensation  for local  calls  initiated  by the  customers  of one
carrier  that are  completed  on the  network  of the  other  carrier.  Numerous
competitive  local carriers have claimed  entitlement  from us for  compensation
associated  with dial-up calls  originating on our network and  connecting  with
Internet service providers served by the competitive  local carriers'  networks.
We have  maintained  that dial-up  calls to Internet  service  providers are not
local calls for which terminating  compensation is due under the interconnection
agreements;  however,  the  courts  and  state  regulatory  commissions  in  our
operating  territory that have considered the matter have, in most cases,  ruled
that we are responsible  for paying  reciprocal  compensation on these calls. At
September 30, 2000,  the exposure  related to unrecorded  amounts  withheld from
competitive local carriers was approximately  $280,  including accrued interest.
We have commenced discussions with several competitive local carriers concerning
settlement  of  some  claims,  and  agreements  have  been  reached  in  certain
circumstances.

Other reciprocal  compensation  issues. In a related matter, a competitive local
carrier was claiming terminating  compensation of approximately $165 for service
arrangements   that  we  did  not   believe   involved   "traffic"   under   our
interconnection  agreements.  We filed a  complaint  with the  state  regulatory
commission  asking  that  agency  to  declare  that we did  not  owe  reciprocal
compensation for these  arrangements.  In March 2000, the state commission ruled
in our favor finding that  compensation  was not owed to the  competitive  local
carrier. This matter is currently on appeal.

U.S.  Electronics.  In October 1999, the Company and a wholly-owned  subsidiary,
BellSouth  Products,  Inc. (BSP),  filed a complaint  against U. S. Electronics,
Inc.  (USE),  in the United States  District Court for the Northern  District of
Georgia. The complaint alleges that USE, a distributor of residential  telephone
equipment,  breached  its  distributorship  contract  with BSP and  violated the
Robinson-Patman Act. It also seeks a ruling invalidating certain exclusivity and
post-term  non-competition  covenants contained in the distributorship contract.
USE denied the material  allegations  of the complaint  and filed  counterclaims
against the Company,  BSP, and several other BellSouth  entities,  alleging that
the  BellSouth  companies  are in breach of the  distributorship  contract.  The
counterclaims  seek an unspecified  amount of damages as well as declaratory and
injunctive  relief. The BellSouth  companies denied the material  allegations of
USE's  counterclaims and filed a Motion for Judgment on the Pleadings seeking an
early ruling that the exclusivity and post-term non-competition  provisions were
invalid and  unenforceable  as a matter of law.  The court denied that motion in
August 2000. At the end of September 2000, BSP informed USE that, as a result of
USE's  contractual  violations and other factors,  BSP would be unable to supply
USE with sufficient  products for distribution  until at least the third quarter
of 2001. On October 11, 2000,  USE filed a Motion for a Preliminary  Injunction,
seeking to require  BSP to  continue  to supply USE with  residential  telephone
equipment  for  distribution.  The  BellSouth  companies  intend to pursue their
claims and defend against the counterclaims vigorously. Discovery has commenced.
At this early stage of the  proceedings,  the Company  cannot predict the likely
outcome of the case.

Regulatory Matters
South  Carolina.  Beginning in 1996, we operated under a price  regulation  plan
approved by the South Carolina  Public Service  Commission  under existing state
laws. In April 1999, however,  the South Carolina Supreme Court invalidated this
price  regulation  plan.  In July 1999,  we elected to be regulated  under a new
state statute,  adopted  subsequent to the Commission's  approval of the earlier
plan.  The new statute allows  telephone  companies in South Carolina to operate
under price  regulation  without  obtaining  approval from the  Commission.  The
election  became  effective  during  August 1999.  The South  Carolina  Consumer
Advocate  petitioned the Commission  seeking review of the level of our earnings
during the 1996-1998 period when we operated under the subsequently  invalidated
price  regulation plan. The Commission voted to dismiss the petition in November
1999 and issued orders confirming the vote in February and June of this year. In
July, the Consumer Advocate appealed the Commission's dismissal of the petition.
<PAGE>

                          BELLSOUTH TELECOMMUNICATIONS, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                      (Unaudited)
                                     (In Millions)

Note E - Workforce Reduction

In February 2000,  BellSouth announced that it would reduce its domestic general
and administrative staff by approximately 2,100 positions.  These reductions are
the result of the streamlining of work processes in conjunction with BellSouth's
shift  to  a  more  simplified  management  structure.  As  a  result  of  these
reductions,  we  recorded  a  one-time  charge  of $53,  or $32 after  tax,  for
severance and post-employment health benefits.
<PAGE>

                          BELLSOUTH TELECOMMUNICATIONS, INC.
                        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                                 RESULTS OF OPERATIONS
                                 (Dollars in Millions)

For a more complete  understanding of our industry,  the drivers of our business
and our  current  period  results,  you should read the  following  Management's
Discussion and Analysis of Results of Operations  (MD&A) in conjunction with the
MD&A in our latest annual report on Form 10-K and previous  quarterly reports on
Form 10-Q.

------------------------------------------------------------------------------
Results of Operations
------------------------------------------------------------------------------

Our reported  results  include the effect of the  previously  announced  plan to
reduce our general  and  administrative  staff.  Also  included in our  reported
results  is the  effect  of  charges  from  an  affiliated  company  for  use of
intellectual  property rights related to trademarks,  service marks and patents,
which  are  eliminated  in the  consolidated  financial  results  of our  parent
company,  BellSouth Corporation.  When compared to 1999, these charges increased
our  reported  third  quarter  and  year-to-date  2000  operational  and support
expenses  by $8 and $82,  and  reduced  our  reported  net  income by $5 for the
quarter and $50 for the year-to-date period. To assist your understanding of the
results of  operations,  the following  discussion  excludes the effect of these
charges.

Key  financial and operating  data for third quarter and  year-to-date  2000 and
1999,  adjusted  to exclude the effect of the charges  discussed  above,  are as
follows:

<TABLE>
<CAPTION>

                                               ------------------------ ------------ ----- ------------------------- -----------
                                                    Third Quarter            %                  Year-to-Date            %
                                               ------------ ----------- ------------ ----- ----------- ------------- -----------
                                                  1999         2000       Change              1999         2000        Change
                                               ------------ ----------- ------------ ----- ----------- ------------- -----------
<S>                                                 <C>         <C>             <C>           <C>           <C>             <C>
Results of Operations
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Revenues                                            $4,404      $4,581          4.0           $13,026       $13,698         5.2
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Expenses                                            $2,986      $3,017          1.0           $ 8,829        $8,993         1.9
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Operating income                                    $1,418      $1,564         10.3           $ 4,197        $4,705        12.1
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Net income                                           $ 805       $ 871          8.2          $  2,372        $2,643        11.4
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------

---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Cash Flow Data:
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Cash provided by operating activities               $1,468      $1,453        (1.0)           $ 4,585       $ 4,861         6.0
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Cash used for investing activities                $(1,177)    $(1,264)        (7.4)          $(3,420)      $(3,654)       (6.8)
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Cash used for financing activities                 $ (330)  $    (237)         28.2          $(1,362)      $(1,148)        15.7
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------

---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
EBITDA(a)                                          $2,285      $2,486          8.8           $ 6,743        $7,409         9.9
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
EBITDA margin (b).                                   51.9%       54.3%      +240bps             51.8%         54.1%     +230bps
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------

---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Key Indicators
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Access line counts (000's):
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
   Switched access lines:
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
      Residential                                   16,889      17,228          2.0
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
      Business                                       7,282       7,165        (1.6)
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
      Other                                            269         255        (5.2)
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
   Total switched access lines                      24,440      24,648          0.9
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
   Access line equivalents(c)                       16,539      26,679         61.3
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
      Total equivalent access lines                 40,979      51,327         25.3
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------

---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Access minutes of use (millions)                    27,858      28,551          2.5            82,310        86,065         4.6
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Long distance messages (millions)                      160         125       (21.9)               505           390      (22.8)
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Digital and data services revenues                    $667        $847         27.0           $ 1,919       $ 2,423        26.3
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
Calling feature revenues                              $491        $550         12.0           $ 1,412       $ 1,597        13.1
---------------------------------------------- ------------ ----------- ------------ ----- ----------- ------------- -----------
</TABLE>

(a)  EBITDA  represents  income  before  net  interest  expense,  income  taxes,
     depreciation and amortization,  severance accrual and other income, net. We
     present EBITDA because it is a widely accepted financial  indicator used by
     certain  investors  and  analysts to analyze and compare  companies  on the
     basis of  operating  performance  and because we believe  that EBITDA is an
     additional meaningful measure of performance and liquidity. EBITDA does not
     represent cash flows for the period,  nor is it an alternative to operating
     income  (loss) as an  indicator of  operating  performance.  You should not
     consider it in  isolation or as a  substitute  for measures of  performance
     prepared in accordance with generally accepted accounting  principles.  The
     items excluded from the calculation of EBITDA are significant components in
     understanding and assessing our financial  performance.  Our computation of
     EBITDA  may  not be  comparable  to the  computation  of  similarly  titled
     measures of other companies.  EBITDA does not represent funds available for
     discretionary uses.

(b)  EBITDA margin is EBITDA divided by revenues.

(c)  Access  line  equivalents  represent  a  conversion  of  non-switched  data
     circuits to a switched access line basis and is presented for comparability
     purposes. Equivalents are calculated by converting high-speed/high-capacity
     data  circuits  to the  equivalent  of a  switched  access  line  based  on
     transport capacity. While the revenues generated by access line equivalents
     have a directional  relationship with these counts,  growth rates cannot be
     compared on an equivalent basis.



------------------------------------------------------------------------------
Overview
------------------------------------------------------------------------------

Our 2000 year-to-date results reflect revenue growth driven by growth in digital
and data  services  revenues  when  compared  to the first nine  months of 1999.
Expense growth was driven by increased spending for customer service and network
support  functions  and expenses for  development  and promotion of new business
initiatives including high-speed data and Internet service offerings.

Operating Revenues

------------------------------------------------------------ ----------
                                         Year-to-Date            %
                                   -------------------------
                                      1999         2000       Change
----------------------------------------------- ------------ ----------

Operating revenues:
   Local service ..................    $ 8,113      $ 8,540        5.3
   Network access .................      3,578        3,706        3.6
   Long distance ..................        461          399     (13.4)
   Other wireline..................        874        1,053       20.5
----------------------------------------------- ------------ ----------
     Total operating revenues .....    $13,026      $13,698        5.2
----------------------------------------------- ------------ ----------

Local service
The $427 increase in local service revenues on a year-to-date  comparative basis
is  attributable  to strong  demand for  digital and data  services  and calling
features and growth in switched access lines.

We ended the third quarter with over 51 million total  equivalent  access lines,
an increase of 25.3% since  September  30, 1999.  Residential  access lines rose
2.0% to 17,228,000,  driven by economic growth in our nine-state  region as well
as demand for secondary residence lines, which accounted for 55.6% of the growth
in residential  access lines. We added 189,000  secondary  residence lines since
September 30, 1999, extending the total to over 2.9 million lines and ending the
current  period  with a  penetration  rate  of  20.5%.  Business  access  lines,
including both switched access lines and data circuits, grew 42.1%, propelled by
expanding  demand for our digital and data services.  Switched  business  access
lines decreased 1.6% reflecting  competition and the continued  migration of new
and existing business customers to high-capacity data lines.

Revenues from optional  calling  features such as Caller ID, Call Waiting,  Call
Return and voicemail service increased $185, or 13.1%, when compared to the same
1999 period.  These  increases  were driven by growth in calling  feature  usage
through our Complete  Choice(R) Package, a one-price bundled offering of over 20
services.

Increased  penetration of extended local area calling plans also increased local
service  revenues  by  approximately  $130  compared to the first nine months of
1999.

Network  access  Network  access  revenues grew $128 in the first nine months of
2000 when compared to the same 1999 period.  Access  minutes of use rose 4.6% to
86,065  million in the 2000  period  from  82,310  million  in the 1999  period.
Increases in switched access lines and  promotional  activities by long distance
carriers  continue to be the primary  drivers of the increase in minutes of use.
The growth in minutes of use was also positively  impacted by the additional day
of activity  resulting  from the leap year.  The growth rate in total minutes of
use  continues  to be  negatively  impacted by the trend of  business  customers
migrating  from  traditional  switched  circuits  to higher  capacity  data line
offerings which are fixed-charge based rather than minute-of-use based. Revenues
from these dedicated circuit services grew  approximately $236 year-to-date on a
comparative  basis  as  Internet  service  providers  and  high-capacity   users
increased their use of our network.  The growth rate in switched  minutes of use
has also been negatively impacted by competition from competitive local exchange
carriers whose traffic completely bypasses our network.

Volume-related  growth was largely  offset by net rate  impacts  that  decreased
revenues  by $221  compared  to the  first  nine  months  of  1999.  These  rate
reductions  are primarily  related to the FCC's access  reform and  productivity
factor adjustments.  The reductions were partially offset by recoveries of local
number portability costs in 2000.

Long distance
The $62 decrease for the year-to-date period compared to the same 1999 period is
primarily attributable to a 22.8% decrease in long distance message volumes from
the 1999 period to the 2000  period.  The  decrease  was offset by a $30 revenue
reduction in 1999 for a regulatory  ruling  related to  compensation  we receive
from long distance carriers for  interconnection  to our public payphones.  Also
offsetting the decreases  were increased  revenues from the provision of digital
and data services of $27.

Competition  and  increased  penetration  of extended  local area calling  plans
continue to have an adverse  impact on the number of customers  who use our long
distance  service and ultimately  reduce our long distance  message  volumes and
revenues.  We believe that  competition  will  continue to adversely  impact our
customer base, and  ultimately our long distance  message  volumes and revenues,
until   BellSouth   is   granted   full   long   distance   relief   under   the
Telecommunications Act of 1996.

Other
Other revenues increased 20.5%, from $874 in the first nine months of 1999
to $1,053 in the first nine months of 2000.  Higher revenues of $269,  resulting
primarily  from  resale of paging  products  and  services,  sales of  unbundled
network  elements,   collocation  of  competing   carriers'   equipment  in  our
facilities, demand for our Internet access offering,  interconnection charges to
wireless  carriers and proceeds from  universal  service  funds,  were offset by
decreases in revenues from sales of customer  premises  equipment.  At September
30, 2000 we had 871,000  subscribers to our BellSouth  Internet  Service(R),  an
increase of 36.7% compared to the same 1999 period.

Operating Expenses

------------------------------------------------------------------ ----------
                                               Year-to-Date            %
                                         -------------------------
                                            1999         2000       Change
----------------------------------------------------- ------------ ----------

Operating expenses:
   Operational and support expenses .....     $6,283       $6,289        0.1
   Depreciation and amortization ........      2,546        2,704        6.2
----------------------------------------------------- ------------ ----------
     Total operating expenses ...........     $8,829       $8,993        1.9
----------------------------------------------------- ------------ ----------

Operational and support expenses
Operational and support expenses  increased $6, or 0.1%, for  year-to-date  2000
when compared to year-to-date 1999. This increase was primarily  attributable to
increases  in labor costs  resulting  from  additions  to network  and  customer
service  personnel and reciprocal  compensation  expense  totaling  $150.  These
increases were partially  offset by a $73 reduction in pension and benefit costs
attributable  to favorable  pension plan  investment  returns.  The increase was
further  offset by reductions in  discretionary  expenses and decreases in costs
from sales of customer  premises  equipment.  Also  contributing to the increase
were expenses related to new data  initiatives,  including  high-speed  Internet
access and optical  fiber-based  broadband  services,  and promotional  expenses
related to expanding our Internet customer base.

Depreciation and amortization
Depreciation  and  amortization  expense  increased $158, or 6.2%, for the first
nine  months of 2000 when  compared  to the same 1999  period.  The  increase is
primarily  attributable  to  amortization  of capitalized  internally  developed
software and  depreciation  resulting from higher levels of net property,  plant
and equipment.


--------------------------------------------------------------------------
Other Nonoperating Items
--------------------------------------------------------------------------

-------------------------------------------------------------- -----------
                                           Year-to-Date            %
                                       -----------------------
                                         1999        2000        Change
------------------------------------------------- ------------ -----------

Interest Expense ......................    $ 409        $ 516        26.2
Other Income, net .....................       18           15      (16.7)
Provision for Income Taxes ............    1,434        1,561         8.9

------------------------------------------------- ------------ -----------


Interest expense
Higher interest  expense in 2000 is attributable to higher average debt balances
and increases in interest rates.

Provision for income taxes
The  provision for income taxes  increased  $127 on a  year-to-date  comparative
basis. The effective income tax rate for the first nine months of 2000 was 37.1%
compared  to 37.7% for the first  nine  months of 1999,  and is in line with our
expected rate for 2000.


-----------------------------------------------------------------------------
Operating Environment and Trends of the Business
-----------------------------------------------------------------------------

Regulatory Developments

Our future operating and financial  results will be substantially  influenced by
developments in a number of federal and state  regulatory  proceedings.  Adverse
results in these proceedings could materially affect our revenues,  expenses and
ability to compete effectively against other telecommunications carriers.

Our intrastate  prices are regulated  under price  regulation  plans provided by
statute or approved by state public service commissions.  Some plans are subject
to periodic  review and may require  renewal.  The  commissions  reviewing these
plans may require price  reductions and other  concessions from us as conditions
to approving these plans.

In July  2000,  the  Kentucky  Public  Service  Commission  approved a new price
regulation plan. The new plan eliminates the 4% productivity factor contained in
the previous  plan in return for the  company's  commitment  to bring high speed
access services to certain rural areas. The level of company investment in rural
high speed  access  services is under  review at the  Commission.  The plan also
permits the company to rebalance  rates in a manner that will align  residential
rates more closely to the cost of providing such service.

In July 2000, the Florida Public  Service  Commission  commenced a proceeding to
determine  whether  we  violated  certain  Commission  rules  regarding  service
quality.  Hearings originally scheduled for November 2000 are being moved to the
first half of 2001. Also in July 2000, the Commission determined that our change
in 1999 from a late charge  based on a  percentage  of the amounts  overdue to a
flat rate fee plus an interest  charge  violated  the Florida  price  regulation
statute and voted that  certain  monies  should be refunded.  We  protested  the
decision, and hearings are scheduled for late 2001.

In October 2000, the Georgia Public Service  Commission orally voted to approve,
with certain  modifications,  the Commission Staff's Recommendation with respect
to new company performance measures. These new performance measures will be used
as one means to assess  our  wholesale  service  quality  to  competitive  local
exchange  carriers.  In its written decision,  which has not been received,  the
Commission is expected to adopt additional  performance  measurements  that will
apply to our  performance to our wholesale  competitive  local exchange  carrier
customers.  In addition,  the Commission will adopt a Self Enforcement Plan. The
Enforcement  Plan consists of three tiers.  Under tier 1, we will be required to
pay remedial sums to individual  competitive  local exchange carriers if we fail
to meet certain  performance  criteria set by the  Commission.  Under tier 2, we
will pay  additional  sums  directly to the State  Treasury  for failing to meet
certain  performance  metrics.  Under  tier  3,  if  we  fail  to  meet  certain
performance  criteria,  then we will suspend  additional  marketing and sales of
long distance services allowed by the Telecommunications Act of 1996. Our annual
liability  under the Plan will be capped at 44% of net revenues in Georgia.  The
decision  also  adopts  other  remedial  measures  for  the  filing  of  late or
incomplete  performance reports, and a market penetration adjustment for new and
advanced services,  which increases the amount of the payments where low volumes
of  advanced  or nascent  services  are  involved.  It is  anticipated  that the
Commission's  written  decision will be entered before year end. The Enforcement
Plan will go into effect 45 days after the Commission  enters an order. When the
written   decision  is   entered,   we  will  have  the   opportunity   to  seek
reconsideration of the order, as necessary.

We are currently conducting  third-party tests of our operations support systems
in Georgia and Florida and expect to file our Georgia long distance  application
with the FCC when testing and  verification of our performance data are complete
and all other legal  requirements  have been met. We do not know if the FCC will
require further changes in our interconnection and network element offerings and
operations  support  systems before it will approve our petition.  These changes
could result in  significant  additional  expenses and delays in obtaining  full
long-distance relief in these states.

In July 2000, the U.S.  Court of Appeals for the Eighth Circuit  vacated the FCC
methodology  for pricing  unbundled  network  elements and the  methodology  for
determining  wholesale  rates for retail  services.  The order also affirmed the
previous  decision of the Eighth  Circuit that  vacated FCC rules that  required
incumbent  carriers to combine  previously  uncombined  elements for  requesting
carriers.  The United States Supreme Court has been asked to review the decision
of the Eighth Circuit.

With  respect to federal  access  charges,  FCC policies  strongly  favor access
reform,  whereby the  historical  subsidy for local service that is contained in
network  access  charges paid by long distance  carriers is  eliminated.  In May
2000, the FCC implemented a comprehensive reform package that adjusted its price
cap,  access  charge  and  universal  service  rules for  those  price cap local
exchange carriers electing to adopt the new rules. The new rules are designed to
result in lower consumer  prices for long distance  service by reforming the way
in which access costs are recovered. The new rules, which we adopted during June
2000,  reduced the access charges paid to us by other carriers,  and at the same
time  authorized an increase to the subscriber  line charges paid by residential
and single-line business customers.  The new rules also allow us to increase the
subscriber  line charges each year through 2003,  although any increase which we
request  after July 2001 is subject to a cost  review.  We  estimate  that these
modifications will result in interstate price decreases of approximately $270 on
an annual basis.

We are involved in numerous legal proceedings  associated with state and federal
regulatory  matters,  the  disposition  of which  could  materially  impact  our
operating  results  and  prospects.  See  note  D to  our  consolidated  interim
financial statements.

New Accounting Pronouncements

See note B to our consolidated interim financial statements.

------------------------------------------------------------------------------
Cautionary Language Concerning Forward-Looking Statements
------------------------------------------------------------------------------

In addition to  historical  information,  management's  discussion  and analysis
contains  forward-looking  statements regarding events and financial trends that
may affect our future  operating  results,  financial  position  and cash flows.
These  statements are based on our  assumptions and estimates and are subject to
risks and  uncertainties.  For these statements,  we claim the protection of the
safe harbor for  forward-looking  statements  provided by the Private Securities
Litigation Reform Act of 1995.

Factors that could affect future operating results,  financial position and cash
flows and could cause actual results to differ  materially  from those expressed
in the forward-looking statements are:

 .    a change  in  economic  conditions  in  markets  where we  operate  or have
     material investments which would affect demand for our services;

 .    a decrease in the growth rate of demand for the services which we offer;

 .    the intensity of competitive  activity and its resulting  impact on pricing
     strategies and new product offerings;

 .    protracted delay in BellSouth  Corporation's  entry into the interLATA long
     distance market;

 .    higher than anticipated  start-up costs or significant up-front investments
     associated with new business initiatives;

 .    unanticipated higher capital spending from, or delays in, the deployment of
     new technologies; and

 .    unsatisfactory   results  in   regulatory   actions   including   terms  of
     interconnection and unbundled network elements and resale rates.

This  list  of  cautionary  statements  is  not  exhaustive.   These  and  other
developments  could  cause our actual  results to differ  materially  from those
forecast or implied in the forward-looking  statements. You are cautioned not to
place undue reliance on these forward-looking statements, which are current only
as of the date of this filing.  We have no obligation,  and we do not intend, to
publicly  release  the  results  of  any  revisions  to  these   forward-looking
statements to reflect events or circumstances after the date of this filing.

<PAGE>

------------------------------------------------------------------------------
PART II -- OTHER INFORMATION
------------------------------------------------------------------------------


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

     Exhibit
     Number

     4a   No  instrument  which  defines  the rights of holders of our long- and
          intermediate-term  debt is filed herewith  pursuant to Regulation S-K,
          Item  601(b)(4)(iii)(A).  Pursuant  to this  regulation,  we  agree to
          furnish a copy of any such instrument to the SEC upon request.

     12   Computation of Ratio of Earnings to Fixed Charges.

     27   Financial Data Schedule as of September 30, 2000.



(b) Reports on Form 8-K:

      None.




<PAGE>



                               SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                              BELLSOUTH TELECOMMUNICATIONS, INC.

                                         By    /s/               Guy L. Cochran
                                                                 GUY L. COCHRAN
                        Vice President, Chief Financial Officer and Comptroller
                                   (Principal Financial and Accounting Officer)


November 3, 2000

<PAGE>

                                EXHIBIT INDEX

     Exhibit
     Number

         12       Computation of Ratio of Earnings to Fixed Charges.

         27       Financial Data Schedule as of September 30, 2000.