X0202 4 2005-11-03 0000732713 BELLSOUTH CORP BLS 0001018982 ANDERSON REUBEN V 111 EAST CAPITOL STREET, SUITE 600 JACKSON MS 39201 1 0 0 0 Phantom Deferral Shares 2005-11-03 4 A 0 217.9134 25.813 A 2010-01-01 2010-01-01 Common Stock 217.9134 22711.1593 D SHARES OF PHANTOM STOCK CONVERT TO COMMON STOCK ON A ONE-FOR-ONE BASIS. SHARES OF PHANTOM STOCK ACQUIRED PURSUANT TO BELLSOUTH CORPORATION DEFERRAL PLAN IN TRANSACTIONS EXEMPT UNDER RULE 16b-3(d). INCLUDES SHARES OF PHANTOM STOCK ACQUIRED AS A RESULT OF REINVESTMENT OF DIVIDENDS ACCRUED ON PHANTOM SHARES PREVIOUSLY ACQUIRED UNDER VARIOUS DEFERRAL PLANS IN TRANSACTIONS EXEMPT UNDER RULE 16b-3 AND DEFERRED INTO PHANTOM ACCOUNT. Marcy A. Bass, Attorney in Fact 2005-11-07