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

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


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

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The following question and answer form will be sent to BellSouth employees.  The
document  addresses  questions on BellSouth's  proposed  Latin America  tracking
stock.




               BellSouth Employee Questions and Answers Regarding
                       Latin America Group Tracking Stock

Q1.  Will  employees  be able to  participate  in the public  offering  of Latin
     America group tracking stock?

A1.  BellSouth is currently in the "quiet  period"  required by the SEC prior to
     issuance of the prospectus for the public offering.
     Therefore,  we cannot  answer this  question at this time.  However,  other
     companies  involved in public  offerings  have, in some cases,  given their
     employees the  opportunity  to purchase  stock.  BellSouth is reviewing the
     programs  sponsored by these  companies prior to finalizing an approach for
     BellSouth employees.  We will share more information when it is permissible
     under SEC rules.


Q2.  What is going to happen to my BellSouth common stock in the 401(k) Plan?

A2.  When the Latin America group stock is first issued in the public  offering,
     all BellSouth common stock,  including the stock in the in the 401(k) Plan,
     will automatically  convert to BLS group stock. No other changes will occur
     to your  BellSouth  stock in the 401(k)  plan at that  point.  However,  as
     described  in the proxy  statement,  BellSouth  plans to  distribute  Latin
     America  group stock to holders of BLS group  stock six to 12 months  after
     the public  offering.  Therefore,  employees  who hold  shares of BLS group
     stock through the company's 401(k) Plan (as well as other company-sponsored
     plans) will receive an  allocation of Latin America group stock at the time
     of the distribution.


Q3.  How will the  distribution  of the Latin  America  group stock to BLS group
     shareholders  impact the value of my existing  BellSouth  investment in the
     401(k) Plan?

A3.
     o    Your current  investment  in  BellSouth  through the 401(k) Plan is in
          BellSouth common stock. The value of this investment  fluctuates based
          upon  changes  in  BellSouth's  stock  price and the  reinvestment  of
          quarterly dividends.

     o    After  the  public  offering  of  Latin  America  group  stock,   your
          investment  will  fluctuate  based upon changes in the BLS group stock
          price and the reinvestment of quarterly dividends.

     o    After the distribution of Latin America group stock (discussed  above)
          your  investment  in  BellSouth  will include both BLS group stock and
          Latin  America  group stock.  The value of your  investment  will then
          fluctuate  based  upon  changes  in the BLS  group  stock  price,  the
          reinvestment of BLS group quarterly dividends and changes in the Latin
          America group stock price.


Q4.  Will I be able to invest in Latin  America  group stock  through the 401(k)
     Plan?

A4.  Yes,  participants in the 401(k) Plans will eventually be able to invest in
     Latin America group stock.  However, this option may not be available until
     after the distribution of Latin America group shares.  We will provide more
     details when we have a final plan.


Q5.  Will I be able to invest in the  Latin  America  group  stock  through  the
     existing stock purchase plans for employees?

A5.  Yes,  employees  will be able to invest in the Latin  America  group  stock
     through the existing stock  purchase  plans for employees.  We will provide
     more details when we have a final plan.


Q6.  How will the 401(k) Plan  employer  match and LESOP awards be handled after
     the Latin America tracking stock is distributed?

A6.  The 401(k) match and/or  LESOP awards will be made in some  combination  of
     BLS group stock and Latin America group stock after the  distribution.  The
     exact ratio has not yet been determined.


Q7.  Considering  what has happened to the AT&T tracking  stock for its domestic
     cellular business, why is BellSouth interested in doing a tracking stock?

A7.  A tracking stock is just another class or series of a corporation's  common
     stock.  Although a  tracking  stock is  created  to  reflect  the  separate
     performance of a group of assets/business units/divisions,  etc., its value
     is not immune from the market's  perception  of the strength of the company
     as a whole, including the strength of management.

     We believe  that the  performance  of AT&T's  tracking  stock  reflects the
     market's view that AT&T has some fundamental weaknesses in its business and
     does not  necessarily  indicate  there is a problem with the tracking stock
     concept. We also believe that BellSouth's  situation is very different from
     AT&T's.

     This notice shall not constitute an offer to sell, or the solicitation
                       of an offer to buy any securities.