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 * DRAMIS FRANCIS A JR   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) Chief Info, E-Com & Sec Ofcr (Last) (First) (Middle) 1155 PEACHTREE STREET, SUITE 2007 3. Date of Earliest Transaction (Month/Day/Year) 12/29/2006 (Street) ATLANTA, GA 30309 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   192,674 D (1) 0 D   Common Stock 12/29/2006   D   6,243.376 D (1) 0 I ESOP Common Stock 12/29/2006   D   703 D (1) 0 I Corporate Pension Account Common Stock 12/29/2006   D   3,570 D (1) 0 I Corporate Profit Sharing Plan Common Stock 12/29/2006   D   360 D (1) 0 I IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Restricted Stock Units

(2)

12/29/2006

D

24,200

(2)

03/01/2009

Common Stock

24,200

(2)

0

D

Non-Qualified Stock Option (right to buy)

$ 45.5313

12/29/2006

D

130,000

(3)

02/01/2009

Common Stock

130,000

(3)

0

D

Non-Qualified Stock Option (right to buy)

$ 45.5313

12/29/2006

D

5,100

(4)

12/01/2009

Common Stock

5,100

(4)

0

D

Non-Qualified Stock Option (right to buy)

$ 45.6563

12/29/2006

D

240,400

(5)

02/01/2010

Common Stock

240,400

(5)

0

D

Non-Qualified Stock Option (right to buy)

$ 42.25

12/29/2006

D

186,900

(6)

12/29/2006

Common Stock

186,900

(6)

0

D

Non-Qualified Stock Option (right to buy)

$ 39.02

12/29/2006

D

229,700

(7)

03/01/2012

Common Stock

229,700

(7)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DRAMIS FRANCIS A JR 1155 PEACHTREE STREET, SUITE 2007 ATLANTA, GA 30309			Chief Info, E-Com & Sec Ofcr

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 restricted stock units were converted to AT&T restricted stock units on the effective date of the merger.
(3)	This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 172,250 shares of AT&T common stock for $34.37 per share 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 6,757 shares of AT&T common stock for $34.37 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 318,530 shares of AT&T common stock for $34.46 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 247,642 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 304,352 shares of AT&T common stock for $29.45 per share on the effective date of the merger.

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