Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
KELLY JAMES P
   2. Issuer Name and Ticker or Trading Symbol
BELLSOUTH CORP [BLS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
UPS, INC., 55 GLENLAKE PARKWAY, NE		 3. Date of Earliest Transaction (Month/Day/Year)
12/29/2006
(Street)

ATLANTA, GA 30328-3474		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/04/2007		 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2006   D   4,504 D (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Deferral Shares (2) 12/29/2006   D     23,229.0135 (2)   (2)   (2) Common Stock 23,229.0135 (2) (2) 0 D  
Restricted Stock Units (3) 12/29/2006   D     2,504   (3)   (3) Common Stock 2,504 (3) 0 D  
Non-Qualified Stock Options (right to buy); Tandem SAR $ 50.938 12/29/2006   D     4,000   (4) 04/24/2010 Common Stock 4,000 (4) 0 D  
Non-Qualified Stock Optons (right to buy); Tandem SAR $ 40.265 12/29/2006   D     4,048   (5) 04/23/2011 Common Stock 4,048 (5) 0 D  
Non-Qualified Stock Options (right to buy) $ 30.725 12/29/2006   D     4,999   (6) 04/22/2012 Common Stock 4,999 (6) 0 D  
Non-Qualified Stock Options (right to buy) $ 25.065 12/29/2006   D     4,778   (7) 05/01/2013 Common Stock 4,778 (7) 0 D  
Non-Qualified Stock Options (right to buy) $ 26.03 12/29/2006   D     5,824   (8) 05/01/2014 Common Stock 5,824 (8) 0 D  
Non-Qualified Stock Options (right to buy) $ 26.4 12/29/2006   D     7,372   (9) 05/01/2015 Common Stock 7,372 (9) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KELLY JAMES P
UPS, INC., 55 GLENLAKE PARKWAY, NE
ATLANTA, GA 30328-3474		   X      

Signatures

 Marcy A. Bass, Attorney in Fact   01/11/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Disposed of pursuant to Agreement and Plan of Merger dated as of March 4, 2006 by and among the Company, AT&T Inc. and a wholly owned subsidiary of AT&T Inc. (the "merger") in exchange for shares of AT&T common stock. Reporting person received 1.325 shares of AT&T common stock in exchange for each share of BellSouth common stock on Decembe 29, 2006, the effective date of the merger (the "effective date of the merger").
(2) The Form 4 filed on January 4, 2007, incorrectly reported the number of BellSouth phantom deferral shares. The 23,229.0135 shares of BellSouth phantom stock were replaced by 30,778.4429 shares of AT&T phantom stock on the effective date of the merger.
(3) These restricted stock units were paid out in shares of BellSouth common stock on the effective date of the merger and are reflected on Table 1 of this Form 4.
(4) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 5,300 shares of AT&T common stock for $38.45 per share on the effective date of the merger.
(5) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 5,363 shares of AT&T common stock for $30.39 per share on the effective date of the merger.
(6) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 6,623 shares of AT&T common stock for $23.19 per share on the effective date of the merger.
(7) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 6,330 shares of AT&T common stock for $18.92 per share on the effective date of the merger.
(8) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 7,716 shares of AT&T common stock for $19.65 per share on the effective date of the merger.
(9) This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 9,767 shares of AT&T common stock for $19.93 per share on the effective date of the merger.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.