Prepared by MERRILL CORPORATION
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SUPPLEMENT DATED JUNE 25, 2001 TO PROSPECTUS
DATED FEBRUARY 7, 1997 FOR
BELLSOUTH DIRECT INVESTMENT PLAN
(FORMERLY BELLSOUTH DIRECT STOCK PURCHASE AND DIVIDEND
REINVESTMENT PLAN),
AS SUPPLEMENTED MAY 17, 1999.

Dear Plan Participant:

Effective June 25, 2001, the Prospectus describing the BellSouth Direct Investment Plan will be updated. This Supplement provides a brief summary of the changes to the Plan, none of which are material changes. As a current participant in the Plan, it is not necessary for you to take any action.

The following changes are being made to the Plan Prospectus:


Please keep this Supplement with your copy of the Prospectus describing the Plan that you previously received. If you would like to receive the new, updated version of the Prospectus, or if you have any questions about the Plan, please call BellSouth Shareholder Services at 1-800-631-6001.

Thank you for your continued investment in BellSouth.

BellSouth Shareholder Services




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SUPPLEMENT DATED JUNE 25, 2001 TO PROSPECTUS DATED FEBRUARY 7, 1997 FOR BELLSOUTH DIRECT INVESTMENT PLAN (FORMERLY BELLSOUTH DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN), AS SUPPLEMENTED MAY 17, 1999.