Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Winborne Raymond E Jr
 2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2006		 3. Issuer Name and Ticker or Trading Symbol
BELLSOUTH CORP [BLS]
(Last)
(First)
(Middle)
1155 PEACHTREE STREET, SUITE 1706		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30309		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 10,648 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 12/15/2001 12/15/2010 Common Stock 20,000 $ 43.6563 D  
Non-Qualified Stock Option (right to buy) 02/01/2002 02/01/2009 Common Stock 3,200 $ 45.5313 D  
Non-Qualified Stock Option (right to buy) 02/01/2003 02/01/2010 Common Stock 3,500 $ 45.6563 D  
Non-Qualified Stock Option (right to buy) 03/01/2003 03/01/2010 Common Stock 2,567 $ 42.3125 D  
Non-Qualified Stock Option (right to buy) 04/28/2003 04/28/2010 Common Stock 10,000 $ 48.5313 D  
Non-Qualified Stock Option (right to buy) 07/03/2003 07/03/2010 Common Stock 5,000 $ 43 D  
Non-Qualified Stock Option (right to buy) 02/01/2004 02/01/2011 Common Stock 8,000 $ 42.25 D  
Non-Qualified Stock Option (right to buy) 03/01/2005 03/01/2012 Common Stock 10,000 $ 39.02 D  
Non-Qualified Stock Option (right to buy) 11/25/2005 11/25/2012 Common Stock 5,000 $ 28.08 D  
Non-Qualified Stock Option (right to buy) 06/02/2006 06/02/2013 Common Stock 3,200 $ 26.775 D  
Non-Qualified Stock Option (right to buy) 03/03/2006 03/03/2013 Common Stock 15,500 $ 21.745 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Winborne Raymond E Jr
1155 PEACHTREE STREET, SUITE 1706
ATLANTA, GA 30309		       Controller  

Signatures

Raymond E. Winborne, Jr. 01/30/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 8,983 of these shares are restricted shares subject to vesting as follows: 2,100 shares will vest on 11/25/06; 167 shares will vest on 12/15/06; 2,650 shares will vest on 3/1/07; 166 shares will vest on 12/15/07; and, 3,900 shares will vest on 3/1/08.

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