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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                SCHEDULE 14A

        PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                   EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]     Preliminary Proxy Statement
[ ]     Confidential, for Use of the Commission Only (as permitted by
        Rule14a-6(e)(2))
[ ]     Definitive Proxy Statement
[ ]     Definitive Additional Materials
[x]     Soliciting Material Pursuant to Rule 14a-12

                           BELLSOUTH CORPORATION
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              (Name of Registrant as Specified in its Charter)


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


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
          (1)  Title of each class of securities to which transaction
               applies:


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          (2)  Aggregate number of securities to which transaction applies:


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          (3)  Per unit price or other underlying value of transaction
               computed pursuant to Exchange Act Rule 0-11 (set forth the
               amount on which the filing fee is calculated and state how
               it was determined):


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          (4)  Proposed maximum aggregate value of transaction:


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          (5)  Total fee paid:

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[ ]       Fee paid previously with preliminary materials:

[ ]       Check box if any part of the fee is offset as provided by
          Exchange Act Rule 0-11(a)(2) and identify the filing for which
          the offsetting fee was paid previously. Identify the previous
          filing by registration statement number, or the Form or Schedule
          and the date of its filing.

          (1)  Amount Previously Paid:


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          (2)  Form, Schedule or Registration Statement No.:


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          (3)  Filing Party:


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          (4)  Date Filed:


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The following voicemail was sent by F. Duane Ackerman to the employees of
BellSouth in connection with the proposed acquisition by AT&T Inc.


Broadcast voice mail to employees
March 5, 2006

This is Duane Ackerman. On Sunday, March 5, we announced that BellSouth
will merge with AT&T. For all of us, this announcement is the result of a
lot of hard work, pride, commitment to excellence and determination. We
have built a strong, successful company focused on superior customer
service, innovative products and services, reliable network service and
making our communities better places to live and work.

I know this will be a time of uncertainty, and we're going to focus on
answering your questions during the coming days and months.

I hope you will see this as a time of opportunity as well, because joining
AT&T allows us to build on what we have already accomplished. And by taking
advantage of this opportunity, we will create additional opportunities to
take our company to exciting new levels of innovation, accomplishment and
success.

I want you to know that I'm proud of who we are. And, I'm excited about
where we're going.



NOTE: IN CONNECTION WITH THE PROPOSED MERGER, AT&T INTENDS TO FILE A
REGISTRATION STATEMENT ON FORM S-4, INCLUDING A JOINT PROXY STATEMENT OF
AT&T AND BELLSOUTH, AND AT&T AND BELLSOUTH WILL FILE OTHER MATERIALS WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). INVESTORS ARE URGED TO
READ THE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT (AND
ALL AMENDMENTS AND SUPPLEMENTS TO IT) AND OTHER MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain free copies of the registration and joint proxy statement,
when they become available, as well as other filings containing
information about AT&T and BellSouth, without charge, at the SEC's Web site
(www.sec.gov). Copies of AT&T's filings may also be obtained for free from
AT&T at AT&T's Web site (www.att.com) or by directing a request to AT&T
Inc. Stockholder Services, 175 E. Houston, San Antonio, Texas 78258. Copies
of BellSouth's filings may be obtained without charge from BellSouth at
BellSouth's Web site (www.bellsouth.com) or by directing a request to
BellSouth at Investor Relations, 1155 Peachtree Street, Atlanta, Georgia
30309.

AT&T, BellSouth and their respective directors and executive officers and
other members of management and employees are potential participants in the
solicitation of proxies in respect of the proposed merger. Information
regarding AT&T's directors and executive officers is available in AT&T's
2005 Annual Report on Form 10-K filed with the SEC on March 1, 2006 and
AT&T's preliminary proxy statement for its 2006 annual meeting of
stockholders, filed with the SEC on February 10, 2006, and information
regarding BellSouth's directors and executive officers is available in
BellSouth's 2005 Annual Report on Form 10-K filed with the SEC on February
28, 2006 and BellSouth's proxy statement for its 2006 annual meeting of
shareholders, filed with the SEC on March 3, 2006. Additional information
regarding the interests of such potential participants will be included in
the registration and joint proxy statement, and the other relevant
documents filed with the SEC when they become available.