<PAGE>
                                                             1


                 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 March 31, 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)
<TABLE>
<CAPTION>

                                                  For the Three Months
                                                    Ended March 31,
                                                 1999               2000
<S>                                                   <C>               <C>
Operating Revenues:
   Local service .........................            $2,654            $2,821
   Network access ........................             1,191             1,263
   Long distance .........................               150               135
   Other .................................               271               295
     Total Operating Revenues.............             4,266             4,514

Operating Expenses:
   Operational and support expenses ......             2,219             2,274
   Depreciation and amortization .........               832               879
   Severance accrual .....................                --                53
     Total Operating Expenses ............             3,051             3,206

Operating Income .........................             1,215             1,308

Interest Expense .........................               135               161
Other Income (Expense), net ..............                 1                 6

Income Before Income Taxes ...............             1,081             1,153
Provision for Income Taxes ...............               402               436

     Net Income ..........................              $679              $717

Retained Earnings:
  At beginning of period .................           $ 1,354           $ 1,452
  Add:  Net Income .......................               679               717
  Deduct:  Dividends Declared ............             (567)             (850)
  At end of period .......................           $ 1,466           $ 1,319

</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,             March 31,
                                               1999                   2000
                                                                  (Unaudited)
<S>                                          <C>                       <C>
ASSETS
Current Assets:
 Cash and cash equivalents ................. $   39                    $ 235
 Temporary cash investments ................     15                        1
 Accounts receivable, net of allowance
   for uncollectibles of $84 and $79 .......  3,094                    2,990
 Material and supplies .....................    203                      203
 Other current assets ......................     82                      171
   Total Current Assets ....................  3,433                    3,600

Investments and Advances ...................    320                      313

Property, Plant and Equipment .............. 52,549                   53,284
Less: accumulated depreciation ............. 32,645                   33,118
   Property, Plant and Equipment, net ...... 19,904                   20,166

Deferred Charges and Other Assets ..........  1,638                    1,879

Total Assets ............................... $25,295                 $ 25,958

LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
 Debt maturing within one year .............$ 3,331                   $3,829
 Accounts payable ..........................  1,230                    1,433
 Other current liabilities .................  2,250                    2,338
   Total Current Liabilities ...............  6,811                    7,600

Long-Term Debt .............................  6,135                    6,137

Noncurrent Liabilities:
 Deferred income taxes .....................  1,628                    1,634
 Unamortized investment tax credits ........    126                      116
 Other noncurrent liabilities  .............  1,790                    1,778
   Total Noncurrent Liabilities ............  3,544                    3,528

Shareholder's Equity:
 Common stock, one share, no par value .....  7,353                    7,374
 Retained earnings .........................  1,452                    1,319
   Total Shareholder's Equity ..............  8,805                    8,693

Total Liabilities and Shareholder's Equity .$25,295                 $ 25,958

</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 Three Months
                                                                           Ended March 31,
                                                                       1999               2000
<S>                                                                  <C>                 <C>
Cash Flows from Operating Activities:
 Net income .......................................................  $ 679               $ 717
 Adjustments to net income:
     Depreciation and amortization ................................    832                 879
     Provision for uncollectibles .................................     34                  43
     Deferred income taxes and unamortized investment tax credits .     68                  17
     Severance accrual.............................................     --                  53
 Net change in:
     Accounts receivable and other current assets .................     33                 (23)
     Accounts payable and other current liabilities ...............   (65)                 530
     Deferred charges and other assets ............................  (120)                (262)
     Other liabilities and deferred credits .......................   (80)                 (17)
 Other reconciling items, net .....................................     24                  38
     Net cash provided by operating activities ....................  1,405               1,975

Cash Flows from Investing Activities:
 Capital expenditures ............................................. (1,086)             (1,176)
 Other investing activities, net ..................................       6                  22
     Net cash used for investing activities ....................... (1,080)             (1,154)

Cash Flows from Financing Activities:
 Net borrowings (repayments) of short-term debt ...................      48                (55)
 Repayments of long-term debt......................................     (6)               (276)
 Advances from parent and affiliates ..............................     156                 941
 Repayments of advances from parent and affiliates ................   (141)               (154)
 Dividends paid to parent .........................................   (517)             (1,152)
 Capital infusions by parent.......................................     --                   71
     Net cash used for financing activities .......................   (460)               (625)

Net (Decrease) Increase in Cash and Cash Equivalents ..............   (135)                 196
Cash and Cash Equivalents at Beginning of Period ..................     337                  39
Cash and Cash Equivalents at End of Period ........................   $ 202               $ 235

</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.

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.  The guidelines in SAB 101 must be adopted
during the second  quarter  2000.  We are  currently  assessing  the impact that
adoption  of  these  guidelines  will  have on our  results  of  operations  and
financial position.

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 that 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 - Supplemental Cash Flow Information

                                For the Three Months
                                  Ended March 31,
                                1999            2000
Cash Paid For:

   Income taxes .........       $155            $ 41
   Interest .............       $ 77            $107



Note E - Contingencies

Following the enactment of the  Telecommunications  Act of 1996, we entered into
interconnection  agreements  with  various  CLECs  (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  CLECs have  claimed
entitlement from us for compensation  associated with dial-up calls  originating
on our network and connecting with Internet  service  providers (ISPs) served by
the CLECs' networks. We have maintained that dial-up calls to ISPs are not local
calls  for which  terminating  compensation  is due  under  the  interconnection
agreements.

In  February  1999,  the FCC issued a decision  that such ISP  traffic  does not
terminate at the ISP 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 CLECs. 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 March 31, 2000,  the exposure  related to  unrecorded  amounts  withheld from
CLECs was approximately $270 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 ISP 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  CLECs
concerning settlement of some claims and agreements have been reached in certain
circumstances.

Other reciprocal compensation issues
In  a  related  matter,  a  CLEC  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
CLEC.

Note F - 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 ($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.

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

Our reported  results  include the effect of the  previously  announced  plan to
reduce our domestic  workforce.  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  operational  and
support  expenses by $61,  and reduced our reported net income by $37. To assist
your  understanding  of the  results of  operations,  the  following  discussion
excludes the effect of these charges.

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

                                       First Quarter             %
                                     ---------------------
                                      1999        2000        Change
                                     --------- ----------- --------------
Results of Operations
---------------------------------------------- ----------- --------------
Revenues.                              $4,266      $4,514            5.8
---------------------------------------------- ----------- --------------
Expenses.                              $2,862      $2,956            3.3
---------------------------------------------- ----------- --------------
Operating income..                     $1,404      $1,558           11.0
---------------------------------------------- ----------- --------------
Net income........                      $ 794       $ 870            9.6
---------------------------------------------- ----------- --------------
EBITDA... (a)                          $2,236      $2,437            9.0
---------------------------------------------- ----------- --------------
EBITDA margin.....                      52.4%       54.0%        +160bps
---------------------------------------------- ----------- --------------

---------------------------------------------- ----------- --------------
Key Indicators
---------------------------------------------- ----------- --------------
Access line counts (000's):
---------------------------------------------- ----------- --------------
   Switched access lines:
---------------------------------------------- ----------- --------------
      Residential                      16,764      17,234            2.8
---------------------------------------------- ----------- --------------
      Business                          7,325       7,230          (1.3)
---------------------------------------------- ----------- --------------
      Other                               272         262          (3.7)
---------------------------------------------- ----------- --------------
   Total switched access lines         24,361      24,726            1.5
---------------------------------------------- ----------- --------------
   Access line equivalents(b)          14,586      20,917           43.4
---------------------------------------------- ----------- --------------
      Total equivalent access lines    38,947      45,643           17.2
---------------------------------------------- ----------- --------------
Access minutes of use (millions)       26,825      28,716            7.0
---------------------------------------------- ----------- --------------
Long distance messages (millions)         177         136         (23.2)
---------------------------------------------- ----------- --------------
Digital and data services revenues      $ 597       $ 767           28.5
---------------------------------------------- ----------- --------------
Convenience feature revenues            $ 444       $ 515           16.0
---------------------------------------------- ----------- --------------

(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) 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 data circuits (ISDN, ADSL, DS0, DS1 and
DS3) and  SONET-based  (optical)  services (OC3 to OC48) 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.
<PAGE>


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

Our 2000 results  reflect  strong revenue growth driven by growth in digital and
data services  revenues when compared to the first quarter 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

-------------------------------------- ------------------------- ----------
                                            First Quarter            %
                                       -------------------------
                                          1999         2000       Change
-------------------------------------- ------------ ------------ ----------

Operating revenues:
   Local service ......................     $2,654       $2,821        6.3
   Network access .....................      1,191        1,263        6.0
   Long distance ......................        150          135     (10.0)
   Other wireline......................        271          295        8.9
-------------------------------------- ------------ ------------ ----------
     Total operating revenues .........     $4,266       $4,514        5.8
-------------------------------------- ------------ ------------ ----------

Local service
The $167  increase  in local  service  revenues  is  attributable  to  growth in
switched  access  lines and strong  demand for  digital  and data  services  and
convenience features.

We ended the first quarter with over 45 million total  equivalent  access lines,
an increase of 17.2% since March 31, 1999. Residential access lines rose 2.8% to
17,234,000, driven by economic growth in our nine-state region as well as demand
for  secondary  residence  lines  which  accounted  for  47.9% of the  growth in
residential access lines. We added 225,000 secondary residence lines since March
31, 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 28.5%  propelled  by expanding
demand  for our  digital  and data  services.  Switched  business  access  lines
decreased  1.3%  reflecting  continued  migration of new and  existing  business
customers to high-capacity data lines.

Revenues from optional  convenience  features  such as custom  calling  features
(e.g., Caller ID, Call Waiting, Call Return) and MemoryCall(R) service increased
$71 (16.0%) when compared to first quarter 1999.  These increases were driven by
growth in convenience  feature usage through our Complete  Choice(R)  Package, a
one-price bundled offering of over 20 features.

Increased  penetration of extended local area calling plans also increased local
service revenues by approximately $49 compared to first quarter 1999.

Network access
Network access  revenues grew $72 in first quarter due largely to higher demand.
Access  minutes of use rose 7.0% to 28,716  million in first  quarter  2000 from
26,825  million in first  quarter 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.  First quarter 2000 growth in minutes
of use was also positively  impacted by the additional day of activity resulting
from the leap year.
<PAGE>

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
per-minute-of-use  based.  Revenues from these dedicated  circuit  services grew
approximately  $59  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 $65  compared  to first  quarter  1999.  These rate  reductions  are
primarily related to the FCC's access reform and productivity factor adjustment.
The reductions were partially  offset by recoveries of local number  portability
costs.

Long distance
The $15 decrease is primarily  attributable to a 23.2% decrease in long distance
message  volumes since first quarter 1999. The decrease was offset by the impact
in 1999 of 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.

Competition  from  alternative  intraLATA  long distance  carriers and increased
penetration  of extended  local area calling  plans  continue to have an adverse
impact on our long distance message volumes.  We believe that competition in the
intraLATA long distance  market will continue to adversely  impact long distance
message volumes and revenues.

Other wireline
Other wireline revenues  increased 8.9%, from $271 in first quarter 1999 to $295
in first  quarter  2000.  Higher  revenues  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
and  interconnection  charges to wireless  carriers  were offset by decreases in
revenues  from sales of customer  premises  equipment.  At March 31, 2000 we had
735,000 subscribers to our BellSouth Internet Service (sm), an increase of 56.7%
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

---------------------------------------------------------------- ----------
                                            First Quarter            %
                                       -------------------------
                                          1999         2000       Change
--------------------------------------------------- ------------ ----------

Operating expenses:
   Operational and support expenses ...     $2,030       $2,077        2.3
   Depreciation and amortization ......        832          879        5.6
--------------------------------------------------- ------------ ----------
     Total operating expenses .........     $2,862       $2,956        3.3
--------------------------------------------------- ------------ ----------

Operational and support expenses
Operational  and support  expenses  increased  $47 (2.3%) for first quarter 2000
when  compared to the first  quarter  1999.  The  increase was  attributable  to
accruals  related  to  reciprocal  compensation,   volume-related  increases  in
interconnection  expense and higher  payments to FCC mandated  universal  access
funds. These increases were offset by reductions in contract service expense and
volume-driven  costs from sales of CPE and paging equipment.  The increases were
further  offset by lower  pension and benefit  costs  attributable  to favorable
pension plan investment returns.

Also contributing to the increase were expenses related to new data initiatives,
including   Asymmetric   Digital   Subscriber   Line   (ADSL)   and   integrated
fiber-in-the-loop  (IFITL),  and promotional  expenses  related to expanding our
Internet  customer base. We made ADSL service  available in 31 markets,  with an
addressable  market of  approximately  8 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 ADSL in seven cities
and announced a  partnership  with Darwin  Networks to expand ADSL  offerings to
additional  areas in the  southeastern  US. We are deploying IFITL in nearly all
newly built  neighborhoods and are also retrofitting some 200,000 existing homes
in Atlanta and Miami.

<PAGE>
Depreciation and amortization
Depreciation  and  amortization  expense  increased $47 (5.6%) for first quarter
2000.  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
-------------------------------------------------------------------------------

-------------------------------------------------------------------- -----------
                                                 First Quarter           %
                                             -----------------------
                                               1999        2000        Change
------------------------------------------------------- ------------ -----------

Interest Expense ............................    $ 135        $ 161        19.3
Other Income, net ...........................        1            6        N/M*
Provision for Income Taxes ..................      475          533        12.2

------------------------------------------------------- ------------ -----------
* 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 $58 from first quarter 1999 to first
quarter  2000.  The  effective  income tax rate for first quarter 2000 was 38.0%
compared to 37.4% for first  quarter 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.

Federal  policies  being  implemented by the Federal  Communications  Commission
(FCC)  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.  Unless  compensatory  changes  are  adopted,  such as
Universal Service Fund contribution  mandates, our revenues from this source are
at risk. In addition,  other aspects of access charge  regulation  and Universal
Service Fund  contribution  requirements  that are  applicable  to local service
carriers  such as BST are also under  consideration  and could result in greater
expense levels or reduced revenues.

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 is 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.  The FCC  asked for and  received  public  comment  on this
proposal and is expected to reach a decision by midyear.  If this  proposal were
approved, rates for access charges, and the revenues which we derive from access
charges, would be reduced.

The 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 petitioned the FCC for permission  under the 1996 Act to offer full long
distance  services in South  Carolina  and  Louisiana.  The FCC has denied these
petitions.  We have been testing our operations  support  systems in Georgia and
expect to file with the FCC during the second quarter 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 such petitions.
These changes could result in significant  additional expenses and promote local
service  competition.  In December  1999,  the FCC granted the first approval to
another Baby Bell to provide in-region interLATA service.

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/or 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.  The North Carolina
Utilities Commission conducted a hearing in late April on the Joint Stipulation,
and a decision by that commission on approval of the stipulation is pending.

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 E to the  consolidated  financial
statements.

New Accounting Pronouncements

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.  The guidelines in SAB 101 must be adopted
during the second  quarter  2000.  We are  currently  assessing  the impact that
adoption  of  these  guidelines  will  have on our  results  of  operations  and
financial position.

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 that 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  access  reform,
     universal service,  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>

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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 March 31, 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)


May 5, 2000
<PAGE>

                                    EXHIBIT INDEX

     Exhibit
     Number

         12       Computation of Ratio of Earnings to Fixed Charges.

         27       Financial Data Schedule as of March 31, 2000.