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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                                        Only (as permitted by Rule 14a-6(e)(2))



[ ]  Definitive Proxy Statement
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                             BellSouth Corporation
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The  following  email  will  be  sent  to  BellSouth   employees  regarding  the
availability  of a question and answer form on the  BellSouth  internet web site
which addresses questions on BellSouth's  proposed Latin America tracking stock.
This email replaces the version which was filed earlier on November 1.




           Tracking stock frequently asked questions available online

You can now access the most frequently  asked questions about the tracking stock
on   the   Latin   America    tracking   stock   web   site.    Simply   go   to
www.bellsouth.com/investor/la  and select  "Frequently Asked Questions" from the
menu of choices.

In  addition  to those  listed on the web site,  many of you may have  questions
about  how  the   tracking   stock   will   affect   shares   you  own   through
company-sponsored  plans.  We are currently  addressing  these issues,  and will
provide you with information as soon as it is available.

In the meantime, we hope the posted FAQs will be helpful. In particular,  please
note Q&A 19, which discusses the importance of voting.  Most proposals presented
to our  shareholders  require a favorable vote of a majority of the shares voted
to pass. In contrast, the tracking stock proposal must be approved by a majority
of the shares  outstanding.  Therefore,  if you don't vote,  it is generally the
same as voting against the proposal.  Please review the information in the proxy
statement and vote your shares.

The Board of  Directors  unanimously  recommends  that you vote for the tracking
stock proposal.

BellSouth needs your vote - please vote today.

                                       ###