SCHEDULE 14A
                                 (RULE 14A-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:



[ ]  Preliminary Proxy Statement   [ ]  Confidential, for Use of the Commission
                                        Only (as permitted by Rule 14a-6(e)(2))



[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12


                             BellSouth Corporation
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

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     (2)  Aggregate number of securities to which transaction applies:

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          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[LATIN AMERICA
TRACKING STOCK
INFORMATION]


The above graphic will be placed on the BellSouth.com homepage. The graphic will
contain a link which directs users to the web page for BellSouth's Latin America
Tracking  Stock.  The Latin  America  Tracking  Stock web page will  contain the
following  document,  which includes  information  regarding the date,  time and
directions to the special  shareholder  meeting regarding  BellSouth's  proposed
Latin America tracking stock:

                                [BELLSOUTH LOGO]

                    BELLSOUTH Special MEETING OF Shareholders
                         -Latin America Tracking Stock-


Time & Date:      December 5, 2000 at 9:00am, Eastern Time

Location:         Cobb Galleria Centre
                  Two Galleria Parkway
                  Atlanta, Georgia 30339


Download Driving Directions to the Special Meeting of Shareholders
- --------

For Mapquest.com driving directions from your front door, click here
                                                          ----------

  Purpose of Meeting:

1)   Consider  and  approve a proposal to amend our  articles of  incorporation,
     which would:

     *    permit us to issue a total of 8.65 billion shares of BellSouth  common
          stock in series,  of which our board of directors intends initially to
          designate 6.4 billion  shares as "BellSouth  Corporation - BLS Group
          Common  Stock" and 2.25 billion  shares as  "BellSouth  Corporation -
          Latin America Group Common Stock;" and

     *    provide for each outstanding  share of our existing common stock to be
          changed into one share of BLS group stock.

     Approval of Proposal 1 will also constitute  approval of the terms of these
     two  series  of  tracking  stock as  described  in the  accompanying  proxy
     statement.  Proposed articles of amendment to our charter to be voted on at
     the special  meeting  are  included  in Annex I to the  accompanying  proxy
     statement.

2)   Consider  and approve a proposal to adopt our  amended and  restated  stock
     plan to reflect the tracking  stock capital  structure and increase  annual
     grant limits above current plan limits.

3)   Consider  and  approve a proposal to amend our by-laws to change the quorum
     and  reduce  the votes  required  to  approve  proposals  at  shareholders'
     meetings.


Who Can Vote:
You can vote if you were a shareholder of record on October 17, 2000.


Proxy Voting:

Your vote is important. Please vote in one of these ways:

1)   use the toll-free telephone number shown on your proxy card;

2)   visit and cast your vote at the web site listed on your proxy card; or

3)   mark,  sign,  date and  promptly  return  your proxy  card in the  enclosed
     postage-paid envelope.

            This notice is issued by order of our board of directors.