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, 1999

                                           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
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

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

                                                                      For the Three Months
                                                                         Ended March 31,
                                                                     1999               1998
<S>                                                                  <C>                <C>   
Operating Revenues:
   Local service  .................................                  $2,654             $2,414
   Network access .................................                   1,191              1,151
   Long distance ..................................                     150                175
   Other ..........................................                     328                280
     Total Operating Revenues......................                   4,323              4,020

Operating Expenses:
   Operational and support expenses ...............                   2,269              1,971
   Depreciation and amortization ..................                     833                826
     Total Operating Expenses .....................                   3,102              2,797

Operating Income ..................................                   1,221              1,223

Interest Expense ..................................                     135                133
Other Income, net .................................                       1                  2

Income Before Income Taxes ........................                   1,087              1,092
Provision for Income Taxes ........................                     404                409

     Net Income ...................................                   $ 683              $ 683

Retained Earnings:
  At beginning of period ..........................                  $1,354             $1,140
  Add:  Net Income ................................                     683                683
  Deduct:  Dividends Declared .....................                    (571)              (553)
  At end of period ................................                  $1,466             $1,270
</TABLE>



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

<PAGE>


<TABLE>
<CAPTION>
                          BELLSOUTH TELECOMMUNICATIONS, INC.
                              CONSOLIDATED BALANCE SHEETS
                                     (In Millions)

                                                                                          March 31,            December 31,
                                                                                            1999                   1998
                                                                                         (Unaudited)
<S>                                                                                        <C>                  <C>   
ASSETS
Current Assets:
 Cash and cash equivalents ......................................................           $  208               $  337
 Accounts receivable, net of allowance for uncollectibles of $68 and $75 ........            2,811                2,952
 Material and supplies ..........................................................              259                  248
 Other current assets ...........................................................              209                  177
   Total Current Assets .........................................................            3,487                3,714

Investments and Advances ........................................................              313                  310

Property, Plant and Equipment ...................................................           51,100               50,248
Less: accumulated depreciation ..................................................           31,880               31,240
   Property, Plant and Equipment, net ...........................................           19,220               19,008

Deferred Charges and Other Assets ...............................................            1,083                  884

Total Assets ....................................................................         $ 24,103              $23,916

LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
 Debt maturing within one year ..................................................          $ 1,910              $ 1,556
 Accounts payable ...............................................................            1,039                1,586
 Other current liabilities ......................................................            2,636                2,090
   Total Current Liabilities ....................................................            5,585                5,232

Long-Term Debt ..................................................................            6,249                6,523

Noncurrent Liabilities:
 Deferred income taxes ..........................................................            1,358                1,274
 Unamortized investment tax credits .............................................              157                  167
 Other noncurrent liabilities  ..................................................            1,862                1,945
   Total Noncurrent Liabilities .................................................            3,377                3,386

Shareholder's Equity:
 Common stock, one share, no par value ..........................................            7,426                7,421
 Retained earnings ..............................................................            1,466                1,354          
   Total Shareholder's Equity ...................................................            8,892                8,775

Total Liabilities and Shareholder's Equity ......................................          $24,103              $23,916
</TABLE>


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

<PAGE>


<TABLE>
<CAPTION>
                                BELLSOUTH TELECOMMUNICATIONS, INC.
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (Unaudited)
                                           (In Millions)
                                                                                                     For the Three Months
                                                                                                       Ended March 31,

                                                                                                   1999               1998
<S>                                                                                               <C>                 <C>  
        Cash Flows from Operating Activities:
         Net income ....................................................................          $ 683               $ 683
         Adjustments to net income:
             Depreciation and amortization .............................................            833                 826
             Provision for uncollectibles ..............................................             34                  35
             Deferred income taxes and unamortized investment tax credits ..............             69                   5
         Net change in:
             Accounts receivable and other current assets ..............................             34                  (3)
             Accounts payable and other current liabilities ............................            (56)                250
             Deferred charges and other assets .........................................           (122)                (58)
             Other liabilities and deferred credits ....................................            (83)                  9
         Other reconciling items, net ..................................................             22                   1
             Net cash provided by operating activities .................................          1,414               1,748

        Cash Flows from Investing Activities:
         Capital expenditures ..........................................................         (1,089)               (843)
         Other investing activities, net ...............................................              6                  10
             Net cash used for investing activities ....................................         (1,083)               (833)

        Cash Flows from Financing Activities:
         Net borrowings (repayments) of short-term debt ................................             48                (332)
         Repayments of long-term debt...................................................             (6)                (70)
         Advances from parent and affiliates ...........................................            156                 118
         Repayments of advances from parent and affiliates .............................           (141)               (119)
         Dividends paid to parent ......................................................           (517)               (536)
             Net cash used for financing activities ....................................           (460)               (939)

        Net Decrease in Cash and Cash Equivalents ......................................           (129)                (24)
        Cash and Cash Equivalents at Beginning of Period ...............................            337                  49
        Cash and Cash Equivalents at End of Period .....................................          $ 208                $ 25
</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 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 have been reclassified  within the prior year's information
to conform to the current year's presentation.

Note B - New Accounting Pronouncements

     In the first  quarter of 1999,  we adopted a new  accounting  standard (SOP
98-1) related to the  capitalization of certain costs for internal-use  software
development. Adoption of the new standard resulted in an increase in earnings as
a result of the capitalization of costs which had previously been expensed.  The
first  quarter  impact was an increase in income  before income taxes of $86 and
net  income of $53.  The  adoption  also  changed  the  classification  of these
expenditures  in the  consolidated  statements  of cash flows from  operating to
investing activities.

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.

Note D - Supplemental Cash Flow Information

                                                For the Three Months
                                                  Ended March 31,
                                                1999            1998

Cash Paid For:

   Income taxes .........................       $ 15            $ 28
   Interest .............................       $ 77            $ 84




<PAGE>


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


Note E - Contingencies

     Following the enactment of the  Telecommunications  Act of 1996, we entered
into interconnection agreements with various competitive local exchange carriers
(CLECs).  These  agreements  provide  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. It is our position that dial-up calls to ISPs are
not  local  calls  for  which   terminating   compensation   is  due  under  the
interconnection   agreements.   The  courts  and  state  commissions  that  have
considered  the matter to date,  however,  have ruled that such calls invoke the
reciprocal compensation obligation.

     In February  1999,  the Federal  Communications  Commission  (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  further that it would
not interfere with prior state commissions'  decisions regarding this matter. We
continue to believe  that we have a good basis for our claims that we do not owe
such  reciprocal  compensation  to the  CLECs.  We have,  however,  received  an
unfavorable  ruling before a state commission  subsequent to the FCC's decision.
We have appealed this decision like those released prior to the FCC's order.

     At March 31,  1999,  our  exposure  related  to these  disputed  claims was
approximately $240, including accrued interest.

Note F - Subsequent Event

     In 1994, the South Carolina  General  Assembly adopted a statute which gave
the South Carolina Public Service  Commission  (SCPSC) the authority to regulate
telephone utilities by alternative regulation. In January 1996, the SCPSC issued
an order approving our price  regulation plan. In April 1999, the South Carolina
Supreme Court ruled that the SCPSC's  approval of our price  regulation plan did
not meet the statutory requirements. We have filed a petition for rehearing with
the Court.

<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 charges  from an  affiliated
company for use of intellectual  property rights related to trademarks,  service
marks and patents.  These  charges  increased  our reported  first  quarter 1999
operational and support  expenses by $192 and reduced our reported net income by
$118 when compared to first quarter  1998. To assist your  understanding  of the
results of  operations,  the following  discussion  excludes the effect of these
charges, which are eliminated in the consolidated financial results of BellSouth
Corporation.

     Key  financial  and  operating  data for  first  quarter  of 1999 and 1998,
adjusted to exclude the effect of the charges discussed above, are as follows:

                                      ----------------------- --------------
                                          First Quarter             %
                                      ----------------------- 
                                         1999        1998        Change
                                      ----------- ----------- --------------
Revenues                                 $ 4,323     $ 4,020            7.5
------------------------------------- ----------- ----------- --------------
Expenses                                 $ 2,910     $ 2,797            4.0
------------------------------------- ----------- ----------- --------------
Operating income                         $ 1,413     $ 1,223           15.5
------------------------------------- ----------- ----------- --------------
Net income                                 $ 801       $ 683           17.3
------------------------------------- ----------- ----------- --------------
EBITDA (a)                               $ 2,246     $ 2,049            9.6
------------------------------------- ----------- ----------- --------------
EBITDA margin                               52.0%       51.0%       +100bps
------------------------------------- ----------- ----------- --------------
Access line counts (000's):
------------------------------------- ----------- ----------- --------------
  Switched access lines                   24,361      23,548            3.5
------------------------------------- ----------- ----------- --------------
  Access line equivalents                 16,065      11,537           39.2
------------------------------------- ----------- ----------- --------------
    Total equivalent access lines         40,426      35,085           15.2
------------------------------------- ----------- ----------- --------------
Access minutes of use (millions)          26,825      25,082            6.9
------------------------------------- ----------- ----------- --------------
Digital and data revenues                   $535        $415           28.9
------------------------------------- ----------- ----------- --------------
Convenience feature revenues                $434        $357           21.6
------------------------------------- ----------- ----------- --------------

     (a) EBITDA  represents  income before net interest  expense,  income taxes,
depreciation and amortization and other income, net. EBITDA is presented 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 our  management  believes  that EBITDA is an  additional  meaningful
measure of  performance  and  liquidity.  EBITDA is not intended to present cash
flows for the period,  nor has it been  presented as an alternative to operating
income  (loss) as an  indicator  of  operating  performance  and  should  not be
considered 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.

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

     Our results  reflect  strong  revenue  growth,  including a 28.9% growth in
digital  and data  services  revenues.  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.

     In addition,  on January 1, 1999, we adopted a new  accounting  standard on
capitalization  of internal-use  software.  The  quarter-over-quarter  impact of
capitalizing software costs under the new standard was a benefit of $53 to first
quarter 1999 net income.


<PAGE>

-------------------------------------- ----------------------- -----------
                                           First Quarter           %
                                          1999        1998       Change
-------------------------------------- ----------- ----------- -----------

Operating revenues:
   Local service ................          $2,654      $2,414         9.9
   Network access ...............           1,191       1,151         3.5
   Long distance ................             150         175       (14.3)
   Other wireline................             328         280        17.1
-------------------------------------- ----------- ----------- -----------
     Total operating revenues ...          $4,323      $4,020         7.5
-------------------------------------- ----------- ----------- -----------


Operating Revenues

Local service
     The $240 increase in local service  revenues is  attributable  to growth in
access lines and strong  demand for digital and data  services  and  convenience
features.

     We ended the first  quarter with over 40 million  total  equivalent  access
lines,  an  increase  of 15.2% over the prior  year.  Residential  access  lines
increased 3.9% to 16,764,000 in first quarter 1999, driven by economic growth in
our nine-state region as well as demand for additional  residence lines for home
office purposes,  Internet access and children's phones. We added 385,000 second
lines since last year, increasing the penetration rate to 16.6%. Business access
lines, including data circuits, grew 25.2% propelled by expanding demand for our
digital and data services. Switched business access lines grew 2.5% to 7,325,000
lines in service.  This growth rate reflects the 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
$77 or 21.6%. We continued to drive growth of convenience  feature usage through
our Complete Choice Package,  a one-price  bundled offering of over 20 features.
Increased  penetration  of  extended  local area  calling  plans also  increased
revenues by approximately $44 over first quarter 1998.

Network access
     Network  access  revenues  grew $40 in first  quarter  1999 due  largely to
higher  demand.  Access  minutes  of use rose  6.9% to 26,825  million  in first
quarter 1999 from 25,082  million in first quarter  1998.  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 rate in total
minutes of use  continues  to be  negatively  impacted  by  competition  and the
migration of long  distance  carriers to  categories of service (such as special
access) that have a fixed  charge and are  excluded  from minutes of use counts.
Revenues from special access services grew approximately $34 as Internet service
providers and high-capacity users increased their use of our network.

     These  increases  were  largely  offset by rate  reductions  related to the
Federal  Communications  Commission's (FCC)  productivity  factor adjustment and
access reform that decreased revenues by $38 compared to first quarter 1998.

Long distance
     The $25 decrease is primarily  attributable to a regulatory  ruling related
to compensation we received from long distance carriers for  interconnection  to
our public payphones.  Also contributing to the decline in revenues was an 11.9%
decrease in long distance  message  volumes since first quarter 1998.  Partially
offsetting these decreases were increased revenues from the provision of digital
and data services and independent company settlements occurring in first quarter
1999.

     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.  Effective  February  1999,  we
implemented  1+ dialing  parity for all states in our region,  which  allows our
customers to choose an intraLATA long distance  carrier without having to dial a
special access code. We believe that  competition in the intraLATA long distance
market will  continue to  adversely  impact long  distance  message  volumes and
revenues.


<PAGE>

Other wireline
     The $48 increase is  attributable  to higher revenues in first quarter 1999
from sales of customer  premises  equipment,  revenues from our Internet  access
offering and  interconnection  revenues  from  wireless  carriers.  We ended the
quarter with over 469,000  subscribers  to our  BellSouth.net  (sm) service,  an
increase of 125% compared to first quarter 1998.


Operating Expenses

Operational and support expenses
     Operational  and support  expenses  increased $106 (5.4%) for first quarter
1999 when compared to first  quarter  1998.  Adjusted for the impact of adopting
the new rules on software capitalization, expenses increased $197 (10.0%).

     Increased  labor  costs,  primarily  in our  customer  service  and network
support  functions,  and  other  increased  costs  in the  telephone  operations
associated  with  higher  business  volumes  were the main  contributors  to the
increase.  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 anticipate  making ADSL service  available in 30 markets this year, with
an  addressable  market  of  approximately  5.2  million  access  lines.  We are
currently  deploying  IFITL in nearly  all newly  built  neighborhoods  and some
200,000 homes in Atlanta and Miami.

Depreciation and amortization
     Depreciation and  amortization  expense was relatively flat compared to the
prior year,  increasing $7 or 0.8%. While gross  depreciable  plant increased by
$2,614 or 5.4% over the prior year, the overall composite  depreciation rate was
slightly lower resulting in flat depreciation expense.


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


-------------------------------------- ----------------------- -----------
                                           First Quarter           %
                                          1999        1998       Change
-------------------------------------- ----------- ----------- -----------

Interest Expense .................           $135        $133         1.5
Other Income, net ................              1           2         N/M
Provision for Income Taxes .......            478         409        16.9

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

Interest expense
     Higher  interest  expense in first quarter 1999 is  attributable  to higher
average debt balances.

Provision for income taxes
     The  provision  for income  taxes  increased  $69 due  primarily  to higher
operating income during first quarter 1999. The effective income tax rate is the
provision for income taxes as a percentage of income before taxes. The effective
rate for first  quarter 1999 was 37.4%  compared to 37.5% in first  quarter 1998
and is in line with our expected rate for 1999.




<PAGE>

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

Regulatory Developments

Reciprocal Compensation. See Note E to the consolidated financial statements.

South Carolina Supreme Court Decision. See Note F to the consolidated  financial
statements.


Year 2000 Readiness Disclosure

     You should note that the following  discussion about the Year 2000 includes
certain forward-looking  statements that are subject to risks and uncertainties.
Factors  that  could  cause  actual  results  to differ  materially  from  those
expressed in the forward-looking statements include, but are not limited to:

     o Our Year 2000 program is not complete; ongoing implementation and testing
could reveal the need for additional unplanned remedial efforts;
     o Third  party  vendors  and  suppliers  could  fail to meet  their  stated
objectives, timetables or cost estimates; and
     o Our timetable or cost estimates could be impacted by unforeseen shortages
of skilled personnel.

     We have  initiated a  company-wide  program to identify and address  issues
associated  with the ability of our  date-sensitive  information,  telephony and
business systems and certain equipment to properly  recognize the Year 2000 as a
result of the century change on January 1, 2000. The program is also designed to
assess the readiness of other entities with which we do business.

     Inability  to reach  substantial  Year 2000  compliance  in our systems and
integral third party systems could result in interruption of  telecommunications
services,  interruption or failure of our customer billing,  operating and other
information  systems  and  failure of certain  date-sensitive  equipment.  These
failures  could  result in  substantial  claims by  customers as well as loss of
revenue due to service interruption, delays in our ability to bill our customers
accurately  and  timely  and  increased  expenses  associated  with  litigation,
stabilization of operations  following such failures or execution of contingency
plans.

     Our Year 2000  program  is being  conducted  by a  management  team that is
coordinating  efforts of internal resources as well as third party providers and
vendors in identifying  and making  necessary  changes to our systems  hardware,
software and date-sensitive equipment. Some of the changes that are necessary in
our operations are being made as a part of ongoing systems upgrades.

     Our  Year  2000  program  has  been  divided  into  six  phases:  planning;
inventory; impact analysis; conversion; testing; and implementation.  We monitor
our progress  within these six phases based on the number of  inventoried  items
that have been addressed.  Management's target date for completion of all phases
for most of our mission  critical  applications is July 1999.  Mission  critical
applications include those that:

     o directly affect delivery of primary services to our customers; 
     o directly affect our revenue recognition and collection; 
     o would create noncompliance with any statutes or laws; and 
     o would require significant costs to address in the event of noncompliance.


<PAGE>

     We have  identified  three main  areas of focus for our Year 2000  program:
network   components;   information   technology   systems;   and  building  and
environmental systems. Each focus area includes the hardware, software, embedded
chips,  third party vendors and  suppliers as well as third party  networks that
are  associated  with the identified  systems.  At March 31, 1999, the planning,
inventory and impact analysis phases have been  substantially  completed and the
conversion, testing and implementation phases are well under way. Our status for
the conversion, testing and implementation phases is as follows:

Network components - 85% complete
     This  focus  area  consists  of  the  switches,  transmission  systems  and
associated  software that comprise the core of our  telephony  systems.  Outside
suppliers  provide all hardware and most  software  that  comprise our networks;
these components are being remediated by those third party suppliers. Either we,
our  vendors  and/or  industry  groups  such as the Telco  Year  2000  Forum are
performing testing of these components for compliance.

Information technology systems - 70% complete
     This focus area consists of those systems that primarily  support "customer
care"  operations  such as order  taking and  billing.  The  software  for these
systems was developed by both us and vendors and is being  remediated and tested
by both.

Building and environmental systems - 40% complete
     This focus area includes  various products and systems that are not used in
support  of network or  customer  care  functions.  Building  and  environmental
systems are primarily provided by third parties and include building operations,
office equipment, utilities, etc.

     Buildings are not considered fully converted,  tested and implemented until
every environmental component within the building is complete. We have completed
approximately   85%  of  our  conversion  and  testing  efforts  for  individual
environmental components.

     Contingency  plans.  We  have  developed  numerous   continuity  plans  for
conducting  our  business  operations  in the event of crises  including  system
outages  and  natural  disasters.   We  have  chartered  a  Year  2000  Business
Contingency  Planning project to ensure that contingency plans are developed and
tested, and support  infrastructures are in place. This effort is not limited to
the risks posed by the potential  Year 2000  failures of our networks,  internal
information  systems  or  infrastructures,   but  also  includes  the  potential
secondary  impact  on us of Year  2000  failures,  including  potential  systems
failures of business partners and  infrastructure  service  providers.  Business
impact  assessments  have been  substantially  completed,  and the completion of
contingency plan testing and sign-off is scheduled for third quarter 1999.

     Costs  of  project.  Some  of the  costs  associated  with  our  Year  2000
compliance  efforts were  incurred in 1997 and 1998. We will incur the remainder
during 1999 and 2000.  You should note that costs are not incurred  equally over
all phases of the  project,  but  increase  over time.  We  anticipate  that the
conversion  and  testing  phases will  require an increase in spending  over the
earlier  phases of the project.  At March 31, 1999, we have spent  approximately
$98 in external  costs  towards  Year 2000  compliance.  We  estimate  the total
external cost of our  compliance  efforts will be between $200 and $250 over the
life of the project.  We intend to continually  reassess the estimated costs and
status of Year 2000 remediation efforts.

     Expected  completion.  We  currently  anticipate  that most of our  mission
critical  applications  will be Year  2000  compliant  by  July  1999.  However,
unforeseen  circumstances  such as those discussed  previously  could affect our
current assessments. As a result, we are unable to determine the impact that any
system interruption would have on our results of operations,  financial position
and cash flows.

New Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." The standard  requires that all derivative
instruments  be recognized as assets or  liabilities  and adjusted to fair value
each  period.  We will adopt  SFAS No. 133 on January 1, 2000 and are  currently
assessing the impact that  adoption  will have on our results of operations  and
financial position.



<PAGE>

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

     In addition to historical information, management's discussion and analysis
includes  certain  forward-looking  statements  regarding  events and  financial
trends  that may affect our future  operating  results and  financial  position.
Words such as "expect,"  "forecast,"  "intend,"  "plan," "will,"  "anticipates,"
"achieve,"  "initiatives"  or similar  expressions are intended to identify such
forward-looking  statements.  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 and financial  position
and could cause actual results to differ  materially from those expressed in the
forward-looking statements are:

     o a change in  economic  conditions  in  markets  where we  operate or have
material investments which would affect demand for our services;
     
     o the intensity of competitive activity and its resulting impact on pricing
strategies and new product offerings;
     
     o further delay in BellSouth  Corporation's  entry into the interLATA  long
distance market;
     
     o  higher  than   anticipated   start-up  costs  or  significant   up-front
investments associated with new business initiatives;
     
     o  unanticipated  higher  capital  spending  from  the  deployment  of  new
technologies;
     
     o  unsatisfactory  results in regulatory  actions  including access reform,
universal service,  terms of interconnection  and unbundled network elements and
resale rates; and
     
     o failure to  satisfactorily  identify and complete  Year 2000 software and
hardware revisions by us and entities with which we do business.

     These cautionary  statements  should not be construed as exhaustive.  These
and other  developments could cause our actual results to differ materially from
those forecast or implied in the aforementioned  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 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 hereby  agree to furnish a
copy of any such instrument to the SEC upon request.

    10a BellSouth  Compensation Deferral Plan, as amended and restated effective
September  28, 1998.  (Exhibit 10z to  BellSouth  Corporation  Form 10-Q for the
quarter ended March 31, 1999, File No. 1-8607.)

    12  Computation of Ratio of Earnings to Fixed Charges.

    27  Financial Data Schedule as of March 31, 1999.


(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/               Isaiah Harris   
                                                               ISAIAH HARRIS
                     Vice President, Chief Financial Officer and Comptroller
                                (Principal Financial and Accounting Officer)


May 10, 1999


<PAGE>


                                                             EXHIBIT INDEX

     Exhibit
     Number

         12       Computation of Ratio of Earnings to Fixed Charges.

         27       Financial Data Schedule as of March 31, 1999.