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 *   Boniface Barry L 2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2006 3. Issuer Name and Ticker or Trading Symbol BELLSOUTH CORP [BLS] (Last) (First) (Middle) 1155 PEACHTREE STREET, SUITE 2004 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Strategy & Dev Ofcr 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) ATLANTA, GA 30309-7629 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 69,670 (1) D   Common Stock 2,009.038 I ESOP

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
Phantom Deferral Shares	01/01/2010	01/01/2011	Common Stock	5,059.799	$ (2)	D	Â
Non-Qualified Stock Options (right to buy)	02/01/2004	02/01/2011	Common Stock	76,000	$ 42.25	D	Â
Non-Qualified Stock Options (right to buy)	03/01/2005	03/01/2012	Common Stock	64,400	$ 39.02	D	Â
Non-Qualified Stock Options (right to buy)	11/25/2005	11/25/2012	Common Stock	32,200	$ 28.08	D	Â
Non-Qualified Stock Options (right to buy)	03/03/2006	03/03/2013	Common Stock	68,000	$ 21.745	D	Â
Incentive Stock Options (right to buy)	10/26/2004	04/26/2014	Common Stock	3,792	$ 26.365	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Boniface Barry L 1155 PEACHTREE STREET, SUITE 2004 ATLANTA, GA 30309-7629	Â	Â	  Chief Strategy & Dev Ofcr	Â

Signatures

Barry L. Boniface		01/09/2006
**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)	52,816 of these shares are restricted shares subject to vesting as follows: 12,500 shares will vest on 11/25/2006; 9,850 shares will vest on 3/1/2007; 18,066 shares will vest on 1/3/2008; and 12,400 shares will vest on 3/1/2008.
(2)	Converts to common stock on a one-for-one basis.
  Remarks: Remarks:  Exhibit 24 - Limited Power of Attorney

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