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The following text is a copy of the Chairman's  letter to shareholders  which is
to be included in  BellSouth's  Quarterly  Newsletter  to  Shareholders  for 3rd
Quarter 2000. The Chairman's letter contains information  regarding  BellSouth's
proposed Latin America tracking stock:

With  the  recent  closing  of our  national  wireless  joint  venture  with SBC
Communications,  and the  opening of our new  e-Business  Centers in Atlanta and
Miami, BellSouth continues to execute the strategies that highlight the value of
your investment.

Cingular Wireless began serving customers in early October as the second largest
wireless  company  in the U.S.  (see  inside),  less  than six  months  after we
announced that BellSouth and SBC would combine their domestic  wireless data and
voice operations in a new nationwide company. Cingular Wireless has been a force
in the marketplace  from Day One, with some $12 billion in annual revenue,  more
than 19 million customers, a leadership position in market share, an outstanding
senior management team and the best employees in the wireless industry.

BellSouth and SBC share equal control of Cingular Wireless,which has significant
financial capacity and flexibility under its own capital structure to extend its
footprint even further and acquire  additional  spectrum.  BellSouth's  economic
stake in Cingular Wireless is 40 percent.

Wireless phones have reached 100 million  customers,  in the U.S. alone,  faster
than any product in history.  It took 91 years for landline  telephones to reach
100 million customers;  68 years for automobiles;  and 54 years for televisions.
Wireless phones reached this  impressive  milestone in just 17 years - and still
nearly two-thirds of the U.S. population does not have a mobile phone.

When you add the  potential  of  wireless  data to the  literally  unprecedented
growth we've seen in wireless voice,  Cingular Wireless has a bright future.

In the wired world, BellSouth's  customers are moving forward into e-business on
the Internet. Sixty-seven percent of all business customers already report using
the Internet to replace costs in their  operations.But  these customers also see
significant risks - particularly when it comes to availability,  reliability and
performance.  If they're going to bet their companies on this new  approach,they
want to be sure  they're  getting  the same  level of  reliability  and  service
they've come to know from BellSouth's telecommunications networks.

That's why in September we announced teaming arrangements with Sun Microsystems,
Qwest Communications  International and other industry-leading  partners to give
business  customers  the  world's  most  comprehensive,  reliable  and  scalable
e-business  infrastructure.

We're overlaying a number of new, state-of-the-art  BellSouth e-Business Centers
(see  inside)  onto our  data  network  to  create a new  network  platform  for
delivering sophisticated data and Web hosting services.

At the core of the new  platform are the  BellSouth  e-Business  Centers.  We've
already opened them in Atlanta and Miami.  We're evolving to a broad spectrum of
Web-based   content,storage   and  application   services,under  Fort  Knox-like
security.

The  service  provider  model of hosted  applications  and  service  delivery is
reshaping today's business landscape.Hosting is only part of the story - this is
about  connectivity,  where the network is the key.It's also the most  difficult
part of the equation,and no one knows this better than BellSouth.

Let me  assure  you,BellSouth  "gets  it."  We are  creating  a  network-centric
e-business  platform for our  customers,and  we're  working with our partners to
deliver a broad  spectrum of advanced  applications  and  services to  BellSouth
customers  -  applications  and  services  that will  generate  significant  new
revenues.

High-speed   data  services  are  key  to  continued   growth  in  the  consumer
marketplace,as  well.  That's  why we are  ramping  up and  scaling  up our  DSL
marketing and  provisioning.  A recent study by The Strategis Group  established
clear  evidence  that  high-speed  Internet  users are  demonstrating  a growing
preference for DSL over competitive alternatives.We are taking advantage of this
demand   by   extending    the    self-install    program    for    BellSouth(R)
FastAccess(R)Internet  service to all our major markets.  Some nine out of 10 of
our new DSL consumers  are choosing the  self-install  option,which  reduces our
costs considerably.

                                      ***

By now you should have  received our proxy  statement  for a Special  Meeting of
Shareholders  to be held December 5. You will be asked to vote on proposals that
will  enable  BellSouth  to issue a second  class of  common  stock,a  "tracking
stock," which is designed to reflect the  performance and prospects of our Latin
American companies. This new class of stock is a critical element in BellSouth's
strategy of expanding our Latin American operations.  The Latin America tracking
stock would give us another  capital  source and would  provide  greater  market
visibility of BellSouth's pan-regional wireless presence in Latin America.

Along with the other  members of your Board of  Directors,  I urge you to review
the proxy statement carefully and then vote "FOR" the proposals. You may vote by
telephone,on the Internet or by mail, or you may cast your vote in person at the
Special Meeting.  If you have not received your proxy statement,  or if you have
any questions, please call 800-969-2372.


/s/Duane Ackerman

Duane Ackerman
Chairman of the Board
and Chief Executive Officer