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 * Gary Marc   2. Issuer Name and Ticker or Trading Symbol BELLSOUTH CORP [BLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 1155 PEACHTREE STREET, SUITE 2002 3. Date of Earliest Transaction (Month/Day/Year) 12/29/2006 (Street) ATLANTA, GA 30309-3610 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   51,735 D (1) 0 D   Common Stock 12/29/2006   D   70.111 D (1) 0 I ESOP

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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			563.313	(2)	(2)	Common Stock	563.313	(2)	0	D
Restricted Stock Units	(3)	12/29/2006		D			17,350	(3)	03/01/2009	Common Stock	17,350	(3)	0	D
Non-Qualified Stock Option (right to buy)	$ 46.6563	12/29/2006		D			35,000	(4)	06/01/2010	Common Stock	35,000	(4)	0	D
Non-Qualified Stock Option (right to buy)	$ 43.6563	12/29/2006		D			30,000	(5)	12/15/2010	Common Stock	30,000	(5)	0	D
Non-Qualified Stock Option (right to buy)	$ 42.25	12/29/2006		D			32,000	(6)	02/01/2011	Common Stock	32,000	(6)	0	D
Non-Qualified Stock Option (right to buy)	$ 39.02	12/29/2006		D			34,000	(7)	03/01/2012	Common Stock	34,000	(7)	0	D
Non-Qualified Stock Option (right to buy)	$ 28.08	12/29/2006		D			17,000	(8)	11/25/2012	Common Stock	17,000	(8)	0	D
Non-Qualified Stock Option (right to buy)	$ 21.745	12/29/2006		D			36,100	(9)	03/03/2013	Common Stock	36,100	(9)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gary Marc 1155 PEACHTREE STREET, SUITE 2002 ATLANTA, GA 30309-3610			General Counsel

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 having a market value of $47.37 in exchange for each share of BellSouth common stock on December 29, 2006, the effective date of the merger (the "effective date of the merger").
(2)	These shares of BellSouth phantom stock were replaced by 746.389725 shares of AT&T phantom stock on the effective date of the merger.
(3)	These restricted stock units were converted to AT&T restricted stock units on the effective date of the merger.
(4)	This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 46,375 shares of AT&T common stock for $35.22 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 39,750 shares of AT&T common stock for $32.95 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 42,400 shares of AT&T common stock for $31.89 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 45,050 shares of AT&T common stock for $29.45 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 22,525 shares of AT&T common stock for $21.20 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 47,832 shares of AT&T common stock for $16.42 per share on the effective date of the merger.

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