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 June 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 .. 8

                                               Part II
 6.  Exhibits and Reports on Form 8-K ...............................14

<PAGE>

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

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



                                       For the Three Month   For the Six Months
                                          Ended June 30,        Ended June 30,
                                         1999        2000      1999        2000

Operating revenues:
     Local service                    $ 2,712     $ 2,862     $ 5,366   $ 5,683
     Network access                     1,187       1,245       2,378     2,508
     Long distance                        153         131         303       266
     Other                                304         365         575       660
        Total operating revenues        4,356       4,603       8,622     9,117

Operating expenses:
     Operational and support expenses   2,325       2,321       4,544     4,595
     Depreciation and amortization        847         903       1,679     1,782
     Severance accrual                      -           -           -        53
        Total operating expenses        3,172       3,224       6,223     6,430

Operating income                        1,184       1,379       2,399     2,687

Interest expense                          132         176         267       337
Other income, net                           -           4           1        10

Income before income taxes              1,052       1,207       2,133     2,360
Provision for income taxes                397         430         799       866

        Net income                      $ 655       $ 777     $ 1,334   $ 1,494


Retained earnings:
     At beginning of period           $ 1,466     $ 1,319     $ 1,354   $ 1,452
     Add:  net income                     655         777       1,334     1,494
     Deduct:  dividends declared         (645)       (560)     (1,212)   (1,410)
     At end of period                 $ 1,476     $ 1,536     $ 1,476   $ 1,536












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

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


                                                   December 31,      June 30,
                                                       1999            2000
                                                                    (Unaudited)
ASSETS
Current assets:
     Cash and cash equivalents                        $ 39              $ 146
     Temporary cash investments                         15                  8
     Accounts receivable, net
      of allowance for
      uncollectibles
      of $84 and $63                                 3,094              3,146
     Material and supplies                             203                209
     Other current assets                               82                189
         Total current assets                        3,433              3,698

Investments and advances                               320                308

Property, plant and equipment                       52,549             54,170
Less:  accumulated depreciation                     32,645             33,715
     Property, plant and equipment, net             19,904             20,455

Deferred charges and other assets                    1,638              1,994

         Total assets                             $ 25,295           $ 26,455

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
     Debt maturing within one year                 $ 3,331            $ 4,169
     Accounts payable                                1,230              1,625
     Other current liabilities                       2,250              2,135
         Total current liablities                    6,811              7,929

Long-term debt                                       6,135              6,057

Noncurrent liabilities:
     Deferred income taxes                           1,628              1,731
     Unamortized investment tax credits                126                106
     Other noncurrent liabilities                    1,790              1,672
         Total noncurrent liabilities                3,544              3,509

Shareholder's equity:
     Common stock, one share, no par value           7,353              7,424
     Retained earnings                               1,452              1,536
         Total shareholder's equity                  8,805              8,960

         Total liabilities and
             shareholder's equity                 $ 25,295           $ 26,455





        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 Six Months
                                                                      Ended June 30,
                                                                 1999               2000
<S>                                                              <C>                <C>
Cash Flows from Operating Activities:
     Net income                                               $ 1,334            $ 1,494
     Adjustments to net income:
         Depreciation and amortization                          1,679              1,782
         Severance accrual                                          -                 53
         Provision for uncollectibles                              68                 95
         Deferred income taxes and
           investment tax credits                                 128                106
     Net change in:
         Accounts receivable and other current assets             (38)              (256)
         Accounts payable and other current liabilities           260                513
         Deferred charges and other assets                       (252)              (285)
         Other liabilities and deferred credits                  (120)              (177)
     Other reconciling items, net                                  58                 83

         Net cash provided by operating activities              3,117              3,408

Cash Flows from Investing Activities:
     Capital expenditures                                      (2,250)            (2,423)
     Other investing activities, net                                7                 33

         Net cash used for investing activities                (2,243)            (2,390)

Cash Flows from Financing Activities:
     Net borrowings (repayments) of short-term debt               313                (49)
     Repayments of long-term debt                                  (7)              (278)
     Advances from parent and affiliates                          224              1,881
     Repayments of advances from parent and affiliates           (215)              (876)
     Dividends paid to parent                                  (1,347)            (1,711)
     Capital infusions by parent                                    -                122

         Net cash used for financing activities                (1,032)              (911)

     Net (decrease) increase in cash and cash equivalents        (158)               107
     Cash and cash equivalents at beginning of period             337                 39
     Cash and cash equivalents at end of period                 $ 179              $ 146

</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 report 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 the
standard  must be adopted by us 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

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.

In February 1999, the FCC issued a decision that such traffic does not terminate
at the Internet service provider and, therefore, is interstate in nature, rather
than local.  The FCC stated,  however,  that it would not  interfere  with prior
state  commissions'  decisions  regarding  this  matter.  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. We have appealed the adverse decisions and continue
to believe that we have a good legal basis for our position that such reciprocal
compensation  is not owed to the  competitive  local  carriers.  For those cases
where we believe that it is probable that we have incurred a liability,  we have
recorded an estimate of the amount owed. At June 30, 2000, the exposure  related
to unrecorded amounts withheld from competitive local carriers was approximately
$310, including accrued interest.

In March 2000, the United States Court of Appeals for the D.C.  Circuit  vacated
and  remanded  the FCC  decision,  concluding  that  the FCC had not  adequately
explained its finding that Internet  service  provider  traffic was  interstate.
Based on  statements  made by the FCC  since  the  court's  decision,  we do not
believe  that this most recent  court  decision  adversely  affects the ultimate
outcome of pending state proceedings. Nonetheless, 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.

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  report 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  second  quarter and  year-to-date  2000  operational  and support
expenses  by $12 and $74,  and  reduced  our  reported  net income by $8 for the
quarter and $45 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 second quarter and  year-to-date  2000 and
1999,  adjusted  to exclude the effect of the charges  discussed  above,  are as
follows:
<TABLE>
<CAPTION>

                                               ------------------------ ------------ ---------------------------- -----------
                                                   Second Quarter            %                Year-to-Date              %
                                                ------------ ----------- ------------ --- ----------- ------------- -----------
                                                  1999         2000         Change           1999         2000        Change
                                                ------------ ----------- ------------ --- ----------- ------------- -----------
<S>                                               <C>          <C>             <C>         <C>            <C>            <C>
Results of Operations
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Revenues                                          $ 4,356      $4,603          5.7         $ 8,622        $9,117         5.7
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Expenses                                          $ 2,981      $3,021          1.3         $ 5,843        $5,976         2.3
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Operating income                                  $ 1,375      $1,582         15.1         $ 2,779        $3,141        13.0
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Net income                                          $ 772       $ 902         16.8         $ 1,567        $1,772        13.1
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------

---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Cash Flow Data:
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Cash provided by operating activities              $ 1,712     $ 1,433       (16.3)         $ 3,117       $ 3,408         9.3
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Cash used for investing activities                 $ 1,163     $ 1,236          6.3         $ 2,243       $ 2,390         6.6
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Cash used for financing activities                   $ 572       $ 286       (50.0)         $ 1,032         $ 911      (11.7)
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------


---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
EBITDA (a)                                          $2,222      $2,485         11.8          $4,458        $4,923        10.4
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
EBITDA margin (b)                                    51.0%       54.0%      +300bps           51.7%         54.0%     +230bps
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------

---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Key Indicators
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Access line counts (000's):
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
   Switched access lines:
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
      Residential                                   16,782      17,189          2.4
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
      Business                                       7,316       7,198        (1.6)
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
      Other                                            272         260        (4.4)
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
   Total switched access lines                      24,370      24,647          1.1
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
   Access line equivalents(c)                       15,605      23,649         51.5
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
      Total equivalent access lines                 39,975      48,296         20.8
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------

---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Access minutes of use (millions)                    27,627      28,798          4.2          54,452        57,514         5.6
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Long distance messages (millions)                      168         129       (23.2)             345           265      (23.2)
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Digital and data services revenues                   $ 654       $ 809         23.7         $ 1,251        $1,576        26.0
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
Convenience feature revenues                         $ 477       $ 532         11.5           $ 921        $1,047        13.7
---------------------------------------------- ------------ ----------- ------------ --- ----------- ------------- -----------
</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 strong revenue growth driven by growth in
digital  and data  services  revenues  when  compared to the first six 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 ..........................     $5,366       $5,683        5.9
   Network access .........................      2,378        2,508        5.5
   Long distance ..........................        303          266     (12.2)
   Other wireline..........................        575          660       14.8
------------------------------------------ ------------ ------------ ----------
     Total operating revenues .............     $8,622       $9,117        5.7
------------------------------------------ ------------ ------------ ----------

Local service
The $317 increase in local service revenues on a year-to-date  comparative basis
is attributable to growth in switched access lines and strong demand for digital
and data services and convenience features.

We ended the second quarter with over 48 million total equivalent  access lines,
an increase of 20.8% since June 30, 1999.  Residential access lines rose 2.4% to
17,189,000, driven by economic growth in our nine-state region as well as demand
for  secondary  residence  lines  which  accounted  for  42.2% of the  growth in
residential access lines. We added 172,000 secondary  residence lines since June
30, 1999,  extending  the total to over 2.5 million lines and ending the current
period with a penetration rate of 17.1%.  Business access lines,  including both
switched  access  lines and data  circuits,  grew 34.6%,  propelled by expanding
demand  for our  digital  and data  services.  Switched  business  access  lines
decreased  1.6%  reflecting  continued  migration of new and  existing  business
customers to high-capacity data lines.

Revenues  from  optional  convenience  features such as Caller ID, Call Waiting,
Call Return and voicemail service increased $126, or 13.7%, when compared to the
same 1999 period.  These increases were driven by growth in convenience  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 $94 compared to the first six months of 1999.

Network access
Network access  revenues grew $130 in the first six months of 2000 when compared
to the same 1999 period,  due largely to higher  demand.  Access  minutes of use
rose 5.6% to 57,514  million at June 30,  2000 from  54,452  million at June 30,
1999.  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  $137  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 CLECs whose traffic completely bypasses our network.

Volume-related  growth was largely  offset by net rate  impacts  that  decreased
revenues by $133 compared to the first six 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 $37 decrease for the year-to-date period compared to the same 1999 period is
primarily  attributable  to a 23.2%  decrease in long distance  message  volumes
since June 30, 1999. 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 $11.

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  14.8%,  from $575 in the first six months of 1999 to
$660 in the  first  six  months  of  2000.  Higher  revenues  of $178  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 June 30,
2000 we had 788,000  subscribers  to our  BellSouth  Internet  Service  (sm), an
increase of 39.4% compared to the same 1999 period.  We expect  continued strong
growth  associated with an alliance with MyWay.com,  an Internet portal operated
by CMGI.

Operating Expenses

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

Operating expenses:
   Operational and support expenses ......     $4,164       $4,194        0.7
   Depreciation and amortization .........      1,679        1,782        6.1
----------------------------------------- ------------ ------------ ----------
     Total operating expenses ............     $5,843       $5,976        2.3
----------------------------------------- ------------ ------------ ----------

Operational and support expenses
Operational and support expenses  increased $30, or 0.7%, for year-to-date  2000
when compared to year-to-date 1999. This increase was primarily  attributable to
reciprocal compensation, volume-related increases in interconnection expense and
higher payments to FCC mandated  universal access funds, which total $163. These
increases were offset by $61 of lower pension and benefit costs  attributable to
favorable pension plan investment returns.  The increases were further offset by
reductions of $54 in contract service expense and volume-driven costs from sales
of customer premises equipment and paging 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. We
have made high-speed Internet access available in 31 markets with an addressable
market of  approximately  9 million  access  lines,  and we plan to increase the
addressable  market to 11.5 million  access lines by the end of 2000. In January
2000, we began offering a self-install  kit for  high-speed  Internet  access in
seven cities and are planning to expand these  offerings to additional  areas in
the southeastern U.S. We are deploying optical fiber-based broadband products in
nearly all newly built  neighborhoods  and are also  retrofitting  some  200,000
existing homes in Atlanta and Miami.

Depreciation and amortization
Depreciation and amortization expense increased $103, or 6.1%, for the first six
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 .....................       $267         $337        26.2
Other Income, net ....................          1           10        N/M*
Provision for Income Taxes ...........        946        1,042        10.1

-------------------------------------- ----------- ------------ -----------
* Not Meaningful

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  $96 on a  year-to-date  comparative
basis.  The effective income tax rate for the first six months of 2000 was 37.0%
compared  to 37.6%  for the first  six  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.  These  commissions  generally may
require  price  reductions  and  other  concessions  from  us as  conditions  to
approving these plans.

In North Carolina, we reached a joint stipulation with the North Carolina Public
Staff and AT&T regarding revisions to the price regulation plan, switched access
reductions,  ADSL deployment and service quality issues. In July 2000, the North
Carolina Utilities Commission approved much of the Joint Stipulation,  including
a one year extension of our price regulation plan, some reductions in intrastate
switched access charges,  enhanced ADSL deployment and voluntary  self-enforcing
penalties associated with service quality problems.

In  July  2000,  the  Florida  Public  Service  Commission  (FPSC)  commenced  a
proceeding to determine whether we violated certain FPSC rules regarding service
quality.  Hearings are currently scheduled for November 2000. Also in July 2000,
the FPSC  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 are considering whether to protest the decision.

On  the  federal  level,  the  Federal  Communications  Commission  (FCC)  has
considerable authority to establish pricing,  interconnection and other policies
that had once been  considered  within the exclusive  jurisdiction  of the state
public service commissions.  We expect the FCC to accelerate the growth of local
service competition by aggressively utilizing such power.

We have been testing our operations  support  systems in Georgia and Florida and
expect to file our Georgia long distance  application with the FCC by the end of
2000.  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.  During  December 1999,  the FCC approved Bell  Atlantic's
request to provide full long distance wireline service in New York state, making
it  the  first  Bell  System-affiliated  company  to  obtain  relief  under  the
Telecommunications  Act of 1996 in any  state.  In June 2000,  the FCC  approved
SBC's  long  distance   application  for  Texas,   making  it  the  second  Bell
System-affiliated company to obtain authority to offer long distance services.

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.

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.  During
first quarter 2000, a coalition of local and long distance providers,  including
BellSouth,  Bell  Atlantic,  GTE,  SBC,  AT&T and  Sprint  submitted  a proposal
designed  to  result in lower  consumer  prices  for long  distance  service  by
reforming  the way in which  access  costs are  recovered.  The  proposal  was a
comprehensive  package that would adjust the FCC's price cap,  access charge and
universal  service rules for those price cap local exchange carriers electing to
adopt the proposal.  After  receiving  public comment on this proposal,  the FCC
approved most of the proposal in an order in May 2000.

Although one effect of the FCC's order will be to reduce access  charges paid to
BellSouth by other carriers, we will be able to increase subscriber line charges
paid by residential and single-line  business  customers each year through 2003.
Any  increases  which we request  after July 2001 are subject to a cost  review.
During June 2000, we filed tariff modifications implementing the proposal. 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

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 the
standard  must be adopted by us no later than January 1, 2001.  We do not expect
that the  adoption of this  standard  will have a material  impact on results of
operations, financial position or cash flows.

-------------------------------------------------------------------------------
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;

 .    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 June 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)


August 14, 2000
<PAGE>

                                                       EXHIBIT INDEX

     Exhibit
     Number

         12       Computation of Ratio of Earnings to Fixed Charges.

         27       Financial Data Schedule as of June 30, 2000.