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

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(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) 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

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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			23,155.5536	(2)	(2)	Common Stock	23,155.5536	(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 Option (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 Option (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 Option (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 Option (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 Option (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 Option (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		01/04/2007
**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)	These shares of BellSouth phantom stock were replaced by 30,681.1085 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.

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