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                                  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

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 Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12



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


--------------------------------------------------------------------------------
    (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:

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

     (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):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

[ ]  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:

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

     (3)  Filing Party:

     (4)  Date Filed:
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October 16, 2000




Re: BellSouth Special Meeting of Shareholders - December 5, 2000

I have enclosed for your consideration a courtesy copy of our Proxy Statement
and Notice of Special Meeting regarding BellSouth's proposed issuance of
tracking stocks. I am providing this material solely as information to alert
you regarding the meeting and the issues that will be presented to shareholders.

If you have voting authority, you will soon receive a complete package of
proxy materials for the special meeting from your custodian bank or broker. The
complete package will include voting information, which we hope you will use to
vote the shares you represent quickly so that they can be sure to be
represented at the special meeting.

If you have any questions or do not receive your complete package from your
intermediary by October 30, 2000, please call Jerry Mucha at Morrow & Co., our
solicitor. The telephone number for Morrow & Co. is 1-800-662-5200 or
212-754-8000.

Thank you for your investment in BellSouth.


Sincerely,




Enclosure