Exhibit 10ss

                              BELLSOUTH CORPORATION
                      STOCK AND INCENTIVE COMPENSATION PLAN
                        ANNUAL INCENTIVE AWARD AGREEMENT
                                  [2005 Grants]

         BellSouth Corporation, a Georgia corporation ("BellSouth"), acting
pursuant to action of the Executive Nominating and Compensation Committee of the
Board of Directors (the "Compensation Committee") and in accordance with the
BellSouth Corporation Stock and Incentive Compensation Plan (the "Plan"), hereby
grants  to ______________ ("Officer") an Annual Incentive Award under the terms
set forth in this Annual Incentive Award Agreement ("Agreement"), effective as
of ________________ 2005:

         1. Award Grant. BellSouth grants to Officer an Annual Incentive Award
equal to __% ("Allocated Percentage") of the Annual Bonus Pool effective as of
the date above (the "Award"). This Award is subject to the terms and conditions
of this Agreement, and to the further terms and conditions applicable to Annual
Incentive Awards as set forth in the Plan.

         2. Annual Bonus Pool. The "Annual Bonus Pool" is equal to the greater
of: (x) nine-tenths of one percent (0.9%) of the Operating Cash Flow for
BellSouth's 2005 fiscal year, beginning on January 1, 2005 and ending on
December 31, 2005; or (y) one and one-half percent (1.5%) of the Net Income for
BellSouth's 2005 fiscal year.

         3. Performance Objectives. The Award shall be payable if BellSouth has
positive Operating Cash Flow or positive Net Income, in each case, for
BellSouth's 2005 fiscal year (the "Performance Objectives").

         4. Determination of Award.

                  (a) As soon as practicable following the receipt by the
Compensation Committee of the Operating Cash Flow and Net Income from
BellSouth's 2005 audited financial statements, the Compensation Committee shall
certify in writing whether one or more of the Performance Objectives have been
satisfied and, if so, the amount of the Annual Bonus Pool.

                  (b) If one or more of the Performance Objectives have been
satisfied, the Compensation Committee shall, as soon as practicable following
its certification pursuant to Paragraph 4(a) above, calculate the amount of the
Award based on Officer's Allocated Percentage of the Annual Bonus Pool;
provided, however, the Compensation Committee may, in its sole discretion,
reduce the amount payable to Officer with respect to the Award.

         5. Payment of Award. Payment with respect to the Award shall be made in
cash as soon as practicable following the Compensation Committee's (i)
certification that one or more of the Performance Objectives have been satisfied
and (ii) calculation of the amount of



the Award, in each case, pursuant to Paragraph 4 above (the "Payment Date");
provided, however, such payment may be subject to deferral under any plan or
program that the Administrator may establish for such purpose.

         6. Death, Disability or Retirement. In the event of a termination of
Officer's employment with BellSouth or any Subsidiary prior to the Payment Date
by reason of:

                  (i)   death of Officer;

                  (ii)  Disability; or

                  (iii) retirement which entitles Officer to a "Service Pension"
under the terms of either the BellSouth Personal Retirement Account Pension Plan
or the BellSouth Supplemental Executive Retirement Plan (or both), or a
retirement pension under any alternative plan maintained by Officer's employer
which BellSouth determines to be comparable to such a Service Pension, and not
for Cause,

Officer or his or her Beneficiary, as the case may be, shall, if the
Compensation Committee certifies that one or more of the Performance Objectives
have been satisfied with respect to the Award pursuant to Paragraph 4(a) above,
be eligible to receive a prorated payment equal to the product of: (x) Officer's
Allocated Percentage of the Annual Bonus Pool multiplied by (y) a fraction, the
numerator of which is the number of whole or partial calendar months elapsed
between January 1, 2005 and the date of Officer's termination of employment, and
the denominator of which is twelve (12) (the "Proration Factor"); provided,
however, the Compensation Committee may, in its sole discretion, reduce the
amount payable to Officer with respect to the Award under this Paragraph 6. Any
amount payable under this Paragraph 6 shall be paid on the Payment Date
described in Paragraph 5 above.

         7. Forfeiture. In the event Officer terminates employment with
BellSouth and its Subsidiaries prior to the Payment Date, under circumstances
other than those described in Paragraph 6 above, Officer shall forfeit all of
his or her interest in the Award.

         8. Tax Withholding. BellSouth or any Subsidiary shall withhold from any
payment to Officer or other person under this Agreement an amount sufficient to
cover any withholding taxes which may become required with respect to such
payment or take any other action as it deems necessary to satisfy any income or
other tax withholding requirements with respect to the Award. BellSouth or any
Subsidiary shall have the right to require that Officer furnish information
deemed necessary by BellSouth or any Subsidiary to meet any tax reporting
obligation before making any payment pursuant to the Award.

         9. Non-Transferability. The Award may not be sold, transferred, or
otherwise disposed of and shall not be pledged or otherwise hypothecated.

         10. Employment and Termination. Neither the Plan, this Agreement nor
any related documents, communications or other material shall give Officer the
right to continued



employment by BellSouth or by any Subsidiary, or shall adversely affect the
right of any such company to terminate Officer's employment with or without
Cause at any time.

         11. Modification of Agreement. This Agreement may be modified, amended,
suspended or terminated only in accordance with the terms of the Plan.

         12. Agreement Subject to Plan. This Agreement shall be subject to the
applicable provisions, definitions, terms and conditions set forth in the Plan,
all of which are incorporated by this reference in this Agreement and, unless
defined in this Agreement, any capitalized terms in this Agreement shall have
the same meaning assigned to those terms under the Plan. If there is any
inconsistency between the terms of this Agreement and the terms of the Plan, the
Plan's terms shall supercede and replace the conflicting terms of this
Agreement.

         13. No Right to Award. Nothing in this Agreement or the Plan shall be
deemed or construed to create an obligation for the Compensation Committee,
BellSouth or any Subsidiary to make any payment with respect to the Award on the
Payment Date or at any other time, whether in an amount equal to the Allocated
Percentage of the Annual Bonus Pool or any other amount.

         14. Severability. Should any provision of this Agreement be held by a
court of competent jurisdiction to be unenforceable or invalid for any reason,
the remaining provisions of this Agreement shall not be affected by such holding
and shall continue in full force in accordance with their terms.

         15. Governing Law. The Plan and this Agreement shall be governed by the
laws of the State of Georgia without giving effect to conflicts of law
principles thereof.

         16. Jurisdiction and Venue. Acceptance of this Agreement shall be
deemed to constitute Officer's consent to the jurisdiction and venue of the
Superior Court of Fulton County, Georgia, and the United States District Court
for the Northern District of Georgia for all purposes in connection with any
suit, action, or other proceeding relating to this Agreement, including the
enforcement of any rights under this Agreement and any process or notice of
motion in connection with such situation or other proceeding may be serviced by
certified or registered mail or personal service within or without the State of
Georgia, provided a reasonable time for appearance is allowed.

         17. Successors in Interest. This Agreement shall inure to the benefit
of and be binding upon any successor to BellSouth. This Agreement shall inure to
the benefit of Officer's legal representatives. All obligations imposed upon
Officer and all rights granted to BellSouth under this Agreement shall be
binding upon Officer's heirs, executors, administrators and successors.

         18. Administration. Any dispute or disagreement which may arise under,
or as a result of, or in any way relate to, the interpretation, construction or
application of this Agreement shall be determined by the Compensation Committee.
Any



determination made hereunder shall be final, binding and conclusive on Officer,
Officer's heirs, executors, administrators and successors, and BellSouth and its
Subsidiaries for all purposes.

         IN WITNESS WHEREOF, this Agreement has been executed on behalf of
BellSouth effective as of the date first written above.


                                         BELLSOUTH CORPORATION



                                         By: __________________________________
                                                Vice President - Human Resources