X0101 42003-05-16 0000732713 BELLSOUTH CORP BLS 0001162744 FELDSTEIN KATHLEEN F 1000Phantom Deferral Shares02003-05-164A067.806826.546A2010-01-012010-01-01Common Stock67.806813061.4622DSHARES OF PHANTOM STOCK ACQUIRED PURSUANT TO BELLSOUTH CORPORATION DEFERRAL PLAN IN TRANSACTION 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.SHARES OF PHANTOM STOCK CONVERT TO COMMON STOCK ON A ONE-FOR-ONE BASIS.Marcy A. Bass, Attorney in Fact2003-05-20