Filed by AT&T Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934

Subject Company: BellSouth Corporation
Commission File No.: 1-8607

AT&T Officer Team:

Today, AT&T and BellSouth announced an agreement to merge, creating a more innovative, competitive and efficient provider in the wireless, broadband, voice, video and data markets.

The new company, which will operate under the AT&T brand, will combine the AT&T, Cingular and BellSouth networks into one converged wireless/wireline network that provides a full portfolio of next-generation solutions. The merger is expected to close in approximately 12 months.

Attached are the news release and a fact sheet that will provide you with complete details about this announcement.

Importantly, we need your help in communicating this news to employees in your organization. While complete information is being sent directly to employees via e-mail that links to the release and other materials on News Now, we need you to reinforce to employees the need to achieve our objectives for 2006. We intend to provide updates on merger approval progress throughout the year, but by and large, employees should stay focused on our business today.

Additionally, we will rely on those of you who have relationships with strategic partners, key suppliers and other company constituents to reach out to them if appropriate. You may wish to share the official news release.

Today’s announcement is another logical step we’re taking to create value for our customers and shareowners, as well as growth opportunities for our employees.

Thank you for your help.

 

Cautionary Language Concerning Forward-Looking Statements

We have included or incorporated by reference in this document financial estimates and other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially from these estimates and statements. Such estimates and statements include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of AT&T Inc. and BellSouth Corporation and are subject to significant risks and uncertainties and outside of our control.

The following factors, among others, could cause actual results to differ from those described in the forward-looking statements in this document: the ability to obtain governmental approvals of the merger on the proposed terms and schedule; the failure of AT&T shareholders to approve the issuance of AT&T common shares or the failure of BellSouth shareholders to approve the merger; the risk that the businesses of AT&T and BellSouth will not be integrated successfully or as quickly as expected; the risk that the cost savings and any other synergies from the merger, including any savings and other synergies relating to the resulting sole ownership of Cingular Wireless LLC may not be fully realized or may take longer to realize than expected; disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers; and competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in AT&T’s, BellSouth’s, and Cingular Wireless LLC’s filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s Web site (http://www.sec.gov). Neither AT&T nor BellSouth is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.