BellSouth Workforce Costs

Bellsouth Corp
06 April 2006


                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549




                                   FORM 8-K/A




                            CURRENT REPORT Pursuant
                         to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934




        Date of report (Date of earliest event reported): March 31, 2006



                             BELLSOUTH CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)



                                    GEORGIA

                 (State or Other Jurisdiction of Incorporation)


                        1-8607                                               58-1533433
               (Commission File Number)                           (IRS Employer Identification No.)


          Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia                      30309-3610
                   (Address of Principal Executive Offices)                               (Zip Code)



                                 [phone]

              (Registrant's Telephone Number, Including Area Code)




                             (Former Name or Former Address, if Changed Since Last Report)



    Check the appropriate box below if the Form 8-K filing is intended to
    simultaneously satisfy the filing obligation of the registrant under any of 
    the following provisions (see General Instruction A.2. below):

      Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

(X)   Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
      (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

      
Item 2.05.  Costs Associated With Exit or Disposal Activities


On March 13, 2006, BellSouth filed a Form 8-K/A indicating that based on the
modified terms of a previously announced workforce reduction it would record a
$45 million after-tax credit to income in the first quarter of 2006.  The
Company expected to record a charge for the early termination benefit in the
second quarter of 2006 upon acceptance of the offer by the employees affected by
this workforce reduction.  Based on the number of employee acceptances received
through March 31, 2006, the Company recorded an after-tax charge of $30 million
in the first quarter of 2006 thus reducing the credit to $15 million.


We continue to estimate that the total after-tax charge related to this
workforce reduction initiative to be recorded in 2006 will be approximately $100
million.  The total after-tax charge taken in 2005 and 2006 related to the
workforce reduction initiative is expected to be $107 million.

                                   SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.







BELLSOUTH CORPORATION





By: /s/ Raymond E. Winborne, Jr.
      Raymond E. Winborne, Jr.
      Controller
      April 6, 2006




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