Exhibit 24a

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ F. Duane Ackerman June 26, 2006

F. Duane Ackerman Date

Chairman of the Board, Chief

Executive Officer, Director

(Principal Executive Officer)

/s/ W. Patrick Shannon June 26, 2006

W. Patrick Shannon Date

Chief Financial Officer

(Principal Financial Officer)

/s/ Raymond E. Winborne, Jr June 26, 2006

Raymond E. Winborne, Jr. Date

Controller

(Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ Reuben V. Anderson June 26, 2006

Reuben V. Anderson Date

Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ James H. Blanchard June 26, 2006

James H. Blanchard Date

Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ J. Hyatt Brown June 26, 2006

J. Hyatt Brown Date

Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ Armando M. Codina June 26, 2006

Armando M. Codina Date

Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ Mark Feidler June 26, 2006

Mark Feidler Date

President, Chief Operating Officer

and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ Kathleen F. Feldstein June 26, 2006

Kathleen F. Feldstein Date

Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ James P. Kelly June 26, 2006

James P. Kelly Date

Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ Leo F. Mullin June 26, 2006

Leo F. Mullin Date

Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ Robin B. Smith June 26, 2006

Robin B. Smith Date

Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the “Company”), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the “Registration Statement”) to register up to 10 million shares of common stock issuable pursuant to the BellSouth Corporation Stock Plan.

NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Raymond E. Winborne, Jr. and James W. Woodall, and each of them, as his or her true and lawful attorneys in his or her name, place and stead in each of his or her respective capacities in the Company, to execute and file the Registration Statement, including the related prospectus, with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file any and all additional registration statements pursuant to Instruction E to Form S-8 and any and all amended registration statement or statements or amendments or supplements thereto, with all exhibits thereto, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ William S. Stavropoulos June 26, 2006

William S. Stavropoulos Date

Director