X0201 42003-11-24 0000732713 BELLSOUTH CORP BLS 0001162744 FELDSTEIN KATHLEEN F 147 CLIFTON STREET BELMONT MA 02178 1000Phantom Deferral Shares2003-11-244A0128.906325.60A2010-01-012010-01-01Common Stock128.906314730.6009DSHARES 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 Fact2003-11-25