Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Boniface Barry L
   2. Issuer Name and Ticker or Trading Symbol
BELLSOUTH CORP [BLS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Strategy & Dev Ofcr
(Last)
(First)
(Middle)
1155 PEACHTREE STREET, SUITE 2004		 3. Date of Earliest Transaction (Month/Day/Year)
12/29/2006
(Street)

ATLANTA, GA 30309-7629		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2006   D   64,877 D (1) 0 D  
Common Stock 12/29/2006   D   2,069.352 D (1) 0 I ESOP

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Deferral Shares (2) 12/29/2006   D   5,227.361     (2)   (2) Common Stock 5,227.361 (2) 0 D  
Restricted Stock Units (3) 12/29/2006   D     9,700   (3) 03/01/2009 Common Stock 9,700 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 42.25 12/29/2006   D     76,000   (4) 02/01/2011 Common Stock 76,000 (4) 0 D  
Non-Qualified Stock Option (right to buy) $ 39.02 12/29/2006   D     64,400   (5) 03/01/2012 Common Stock 64,400 (5) 0 D  
Non-Qualified Stock Option (right to buy) $ 28.08 12/29/2006   D     32,200   (6) 11/25/2012 Common Stock 32,200 (6) 0 D  
Non-Qualified Stock Option (right to buy) $ 21.745 12/29/2006   D     68,000   (7) 03/03/2013 Common Stock 68,000 (7) 0 D  
Incentive Stock Option (right to buy) $ 26.365 12/29/2006   D     3,792   (8) 04/26/2014 Common Stock 3,792 (8) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Boniface Barry L
1155 PEACHTREE STREET, SUITE 2004
ATLANTA, GA 30309-7629		       Chief Strategy & Dev Ofcr  

Signatures

 Marcy A. Bass, Attorney in Fact   01/04/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to Agreement and Plan of Merger dated as of March 4, 2006 by and among the Company, AT&T Inc. and a wholly owned subsidiary of AT&T Inc. (the "merger") in exchange for shares of AT&T common stock. Reporting person received 1.325 shares of AT&T common stock having a market value of $47.37 in exchange for each share of BellSouth common stock on December 29, 2006, the effective date of the merger (the "effective date of the merger").
(2) These shares of BellSouth phantom stock were replaced by 6,926.25 shares of AT&T phantom stock on the effective date of the merger.
(3) These restricted stock units were converted to AT&T restricted stock units on the effective date of the merger.
(4) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 100,700 shares of AT&T common stock for $31.89 per share on the effective date of the merger.
(5) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 85,330 shares of AT&T common stock for $29.45 per share on the effective date of the merger.
(6) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 42,665 shares of AT&T common stock for $21.20 per share on the effective date of the merger.
(7) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 90,100 shares of AT&T common stock for $16.42 per share on the effective date of the merger.
(8) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 5,024 shares of AT&T common stock for $19.90 per share on the effective date of the merger.

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