BELLSOUTH

THIS IS A REGISTRATION ISSUED PURSUANT TO THE OPINIONS OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA IN UNITED STATES V. WESTERN ELECTRIC CO., INC., CIVIL ACTION NO. 82-0192, DATED JULY 8, 1983, AND FEBRUARY 6, 1984, AND SECTION 2(D) OF THE LANHAM ACT, 15 U.S.C. SECTION 1052(D). BECAUSE REGISTRANT SHARES THE COMMON HERITAGE OF RIGHTS AND RELATED GOODWILL IN THE "BELL" ELEMENT OF THE COMPOSITE MARK WITH OTHER FORMER MEMBERS OF THE BELL SYSTEM, REGISTRANT'S RIGHT TO EXCLUSIVE USE OF THE "BELL" ELEMENT OF THE COMPOSITE MARK IS SUBJECT TO THE CONCURRENT RIGHTS WHICH THE FOLLOWING COMPANIES HAVE IN THE "BELL" MARK AS SPECIFIED IN THE OPINIONS OF THE UNITED STATES DISTRICT COURT AS CITED ABOVE; AMERICAN INFORMATION TECHNOLOGIES CORPORATION, 30 SOUTH WACKER DRIVE, CHICAGO, IL 60606; BELL ATLANTIC CORPORATION, 1310 NORTH COURT HOUSE ROAD, ARLINGTON, VA 22216; BELLSOUTH CORPORATION, 675 WEST PEACHTREE STREET, N.E., ATLANTA, GA 30375; CINCINNATI BELL INC., 201 EAST FOURTH STREET, CINCINNATI, OH 45202; NYNEX CORPORATION, 335 MADISON AVENUE, NEW YORK, NY 10017; PACIFIC TELESIS GROUP, 140 NEW MONTGOMERY STREET, SAN FRANCISCO, CA 94105; THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY, 227 CHURCH STREET, NEW HAVEN, CT 06506; SOUTHWESTERN BELL CORPORATION, ONE BELL CENTER, ST. LOUIS, MO 63101; AND U S WEST, INC., 7800 EAST ORCHARD ROAD, ENGLEWOOD, CO 80111.

BELL SOUTH