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

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[ ]  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)

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The following document will be posted to BellSouth's  investor relations website
(www.bellsouth.com/investor/la).  This  document will also be mailed in the near
future to holders of 500 or more shares of BellSouth common stock who:
(1) are eligible to vote at the special shareholder meeting on December 5, 2000
    and
(2) who are shown in BellSouth's records as not having cast their vote.


Questions and Answers

We mailed you a proxy statement in mid-October.  If you would like an additional
copy,  please call us at (800)  969-2372.  Additionally,  you may view the proxy
statement online at our web site at  www.bellsouth.com/investor/la.  We urge you
to read it in its entirety.


INFORMATION ABOUT THE TRACKING STOCKS

Q-1 What is a tracking stock?

A-1 A tracking stock is a separate  class or series of a company's  common stock
that is designed to reflect, or "track," the separate  performance of a group of
assets or specific business units, divisions, subsidiaries or equity investments
of the company.  For more  information,  please see the section called "Tracking
Stock" on page 2 of the proxy statement.

Q-2 What tracking stocks does BellSouth propose to issue?

A-2 We are  proposing  to issue two tracking  stocks:  BLS group stock and Latin
America group stock.  Latin  America  group stock would be a separate  series of
BellSouth common stock intended to reflect the separate performance of our Latin
American businesses, which we call our "Latin America group."

BLS group stock would be a separate series of BellSouth common stock intended to
reflect the separate  performance of all of our other businesses,  which we call
our "BLS group."

For more  information,  please see the section called "Tracking Stock" on page 2
of the proxy  statement and the section called  "Proposal 1 - The Tracking Stock
Proposal - Description of the Tracking Stock Proposal,"  beginning on page 39 of
the proxy statement.

Q-3 How is the issuance of tracking stock different than a spin-off?

A-3 The BLS group and Latin  America group are not separate  legal  entities and
cannot issue any  securities.  The holders of BLS group stock and Latin  America
group stock would continue to be shareholders of BellSouth and would not have an
ownership interest in our BLS group or our Latin America group. As a result, the
holders of BLS group stock and the holders of Latin America group stock would be
subject to the benefits and risks associated with an investment in BellSouth and
all of its businesses, assets and liabilities.

For more  information,  please see the section called "Tracking Stock" on page 2
of the proxy  statement and the section called  "Proposal 1 - The Tracking Stock
Proposal  -  Description  of BLS Group  Stock and Latin  America  Group  Stock,"
beginning on page 44 of the proxy statement.

Q-4 What are the potential advantages and potential negative consequences to
BellSouth of creating these tracking stocks?

A-4  Implementation  of the tracking stock proposal would have several potential
advantages and some potential negative consequences.  These potential advantages
and potential  disadvantages  are discussed in detail in the proxy  statement in
the section called  "Background of and Reasons for the Tracking Stock Proposal,"
beginning on page 41.

Q-5 Are there risks associated with this new tracking stock capital structure?

A-5 Yes.  These  risks are  discussed  in detail in the proxy  statement  in the
section  called  "Risk  Factors  Relating  to Our  New  Tracking  Stock  Capital
Structure," beginning on page 16.

Q-6 If there are risks or  potential  negative  consequences,  why is  BellSouth
proposing to create these tracking stocks?

A-6 Our board of directors determined that, on balance, the potential advantages
of  the  tracking   stock  proposal  far  outweigh  any   potentially   negative
consequences.  For more information on the potential  advantages and potentially
negative consequences,  please see the section called "Background of and Reasons
for the Tracking Stock Proposal," beginning on page 41 of the proxy statement.


INFORMATION ABOUT THE PROPOSALS

Q-7 What specifically am I being asked to approve with my vote?

A-7
1. In order to  issue  tracking  stock we must  change  our  capital  structure.
Therefore,  we are asking you to vote to approve  articles of  amendment  to our
charter to permit us to issue a total of 8.65 billion  shares of common stock in
series.  Our board of directors plans to initially  designate 6.4 billion shares
as BLS group stock and 2.25 billion shares as Latin America group stock.

2. We are also  asking  you to approve an  amended  and  restated  stock plan to
reflect our tracking stock capital structure and increase
annual grant limits above current plan limits.

3. Finally, we are asking you to approve amendments to our by-laws to change the
quorum and reduce the votes  required  to  approve  proposals  at  shareholders'
meetings.

Q-8 Why is the number of  authorized  shares of common stock being  increased in
proposal 1?

A-8 We need to increase the number of authorized shares of common stock for:
    * the planned public offering of Latin America group stock,
    * the expected distribution of Latin America group stock to the holders of
        BLS group stock,
    * capital raising,
    * possible acquisitions,
    * potential share dividends,
    * future conversions, and
    * our restated stock plan.

Q-9 Why is BellSouth amending its stock plan in proposal 2?

A-9 We are amending our stock plan to allow us to grant more targeted  incentive
awards  based on shares of BLS group stock and Latin  America  group  stock.  We
intend to provide  employees in the BLS group with awards based primarily on BLS
group stock and employees in the Latin America group with awards based primarily
on Latin America group stock. We are also  increasing  annual grant limits above
current plan limits.

Q-10 Why is BellSouth amending its by-laws in proposal 3?

A-10 We are  amending  our  by-laws  to change  the  quorum and reduce the votes
required to approve proposals at shareholders'  meetings. The primary reason for
the  amendment  relating  to the quorum is to reflect  our new voting  structure
under the tracking stock proposal. The amendment relating to required votes will
conform our by-laws to recent changes in Georgia law.

Q-11 Should I vote "FOR" all three proposals?

A-11 Yes, our directors unanimously recommend that you vote "FOR" all three
proposals.


INFORMATION FOR CURRENT SHAREHOLDERS

Q-12 What will happen to my shares of BellSouth common stock?

A-12 At the  time  Latin  America  group  stock is  first  issued,  each of your
existing shares of BellSouth common stock will automatically be changed into one
share of BLS group stock.

Q-13 Should I send in my stock certificates?

A-13 No, you should not send in your  certificates.  After the automatic change,
the stock  certificates  representing  shares of existing BellSouth common stock
will represent shares of BLS group stock.

Q-14 Will my dividend stay the same?

A-14 Yes. We expect to pay a  quarterly  dividend of $.19 per share on BLS group
stock,  which is the same as the current  dividend amount on our existing common
stock. The payment of dividends on all common stock will remain a matter that is
determined periodically at the discretion of our board of directors.

Q-15 If you complete the public offering and do the expected distribution,  when
will I receive shares of Latin America group stock?

A-15 We expect to  distribute  Latin America group stock to holders of BLS group
stock six to 12 months  following the completion of the planned public  offering
of Latin America group stock.  However, the decision to make such a distribution
and the precise  timing will depend on market  conditions and other factors that
our board of directors considers relevant.


INFORMATION ON VOTING

Q-16 How do I vote on the proposals?

A-16 You may vote by telephone,  via the Internet or by mail. Please act as soon
as possible so that your shares may be represented at the special  meeting.  Or,
you may attend and vote at the special meeting.

Q-17 If I hold my shares through a broker, how do I vote on the proposals?

A-17  You  should  have  received  a  package  in the  mail  containing  a proxy
statement,  a  voting  instruction  card  and  information  on how to  vote  via
telephone,  over the  Internet  or by mail.  If you have  further  questions  on
voting, or did not receive your package, please contact your broker.

Q-18 Can I change my vote?

A-18 Yes. If you vote by proxy,  you may revoke that proxy at any time before it
is voted at the special meeting of shareholders. You may do this by:

(1) voting again by telephone or on the Internet  prior to the special  meeting;
(2) signing another proxy card with a later date and returning it to us prior to
    the special meeting;  or
(3) attending the special meeting in person and casting a ballot. If you own
    your shares through a broker,  your broker can tell you how to change your
    vote.

Q-19 What happens if I do not vote on the tracking stock proposal?

A-19 If you do not vote on the tracking stock  proposal,  the effect will be the
same as if you  voted  "AGAINST"  the  proposal.  We urge you to vote  "FOR" the
proposal.


INFORMATION ABOUT THE PUBLIC OFFERING

Q-20 Why are you planning to sell Latin America group stock to the public?

A-20 A  public  offering  of  Latin  America  group  stock  will  create  market
recognition of our Latin American businesses.  It will also raise cash that will
be used to continue our expansion in Latin America.

Q-21 When do you plan to sell Latin America group stock to the public?

A-21 We plan to sell shares of Latin  America  group stock in a public  offering
after we receive approval of the tracking stock proposal from our  shareholders.
However,  the  decision to proceed  with or abandon the public  offering and the
precise timing will depend on market conditions and other factors that our board
of directors considers relevant.

Q-22 Can I buy shares of Latin America group stock in the public offering?

A-22 You will  need to ask your  broker if you can buy  shares of Latin  America
group stock through her/him.


ADDITIONAL QUESTIONS

Q-23 Whom can I call with questions?

A-23 If you have any  questions  about  what we are  proposing  or would like an
additional  copy of the  proxy  statement,  please  call us at  (800)  969-2372.
Additionally,  you may  view  the  proxy  statement  online  at our web  site at
www.bellsouth.com/investor/la.

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