Exhibit 10aaa

                        BELLSOUTH CORPORATION STOCK PLAN
                    FORM OF RESTRICTED SHARES AWARD AGREEMENT
                             [used for 2000 awards]


         BellSouth Corporation ("BellSouth") and _______________("Executive"),
         in consideration of the mutual covenants set forth and for other good
         and valuable consideration, receipt of which is hereby acknowledged,
         and intending to be legally bound, hereby agree to the terms of this
         Restricted Shares Award Agreement ("Agreement") effective as of
         _________________ , 2000:

                  1. Award Grant. BellSouth, acting pursuant to action of its
         Board of Directors and in accordance with the BellSouth Corporation
         Stock Plan (the "Plan"), hereby grants to Executive, and Executive
         hereby accepts, one hundred thousand (100,000) Restricted Shares of
         BellSouth Corporation $1.00 par value common stock (the "Shares"),
         effective as of the date above. This Award is subject to the terms and
         conditions of this Agreement, to the further terms and conditions
         applicable to Restricted Shares as set forth in the Plan and to
         applicable terms and conditions regarding change in control in the
         Executive Severance Agreement dated ________________ between BellSouth
         and Executive (the "CIC Agreement").

                  2. Restriction Period.

                  (a) Vesting Schedule. Executive's interest in the Shares shall
         vest in accordance with the following schedule:

           Vesting Date                              Number of Shares

         __________, 2003                   [one-third of the shares granted]

         __________, 2004                   [one-third of the shares granted]

         __________, 2005                   [one-third of the shares granted]

                  (b) Death or Disability. Executive's interest in the Shares
         also will vest upon any earlier termination of employment by Executive
         with the Company or any Subsidiary, or any employer described in
         paragraph 9 (also referred to herein as a "Subsidiary"), by reason of
         (i) death or (ii) disability, provided as a result of such disability
         Executive is eligible for disability benefits under the BellSouth
         Corporation Long Term Disability Plan or disability benefits under an
         alternative plan maintained by Executive's employer which BellSouth
         determines to be comparable to such disability benefits.

                  (c) Change in Control. Executive's interest in the Shares also
         will vest at any earlier time upon which Executive's general executive
         benefits vest under paragraph (d)

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         of Article III of the CIC Agreement in the same manner as if
         Executive's interest in the Shares was specifically listed in such
         paragraph (d).

                  (d) Forfeiture. In the event Executive terminates employment
         with BellSouth and its Subsidiaries before his interest in the Shares
         is fully vested under this Paragraph (2) above, Executive shall forfeit
         all of his interest in the Shares to the extent not then vested.

                  3. Share Certificates. The certificates for the Shares (the
         "Certificates") shall be registered in the name of Executive.
         Executive, immediately upon receipt of the Certificates, shall execute
         with BellSouth an escrow agreement provided by BellSouth for this
         purpose substantially in the form attached hereto (the "Escrow
         Agreement") and deposit the Certificates with the escrow agent under
         such agreement (the "Escrow Agent") together with stock powers
         appropriately endorsed in blank. After Executive becomes vested in
         Shares as provided in Paragraph 2 above, the Escrow Agent shall release
         the applicable Certificate representing the number of vested Shares to
         Executive (or to his Beneficiary or his legal representative, if
         appropriate). In the event of Executive's forfeiture of Shares under
         Paragraph 2 above, the Escrow Agent shall release the applicable
         Certificate representing the number of forfeited Shares to BellSouth.

                  4. Stockholder Status. Executive shall have all of the rights
         of a stockholder with respect to the Shares prior to any forfeiture,
         including the right to vote the Shares and to receive all regular cash
         dividends paid with respect to the Shares, subject to terms of this
         Agreement, the Escrow Agreement and the Plan. Notwithstanding the
         above, Executive shall have no right to sell, assign, transfer,
         exchange or encumber or make subject to any creditor's process, whether
         voluntary or involuntary or by operation of law, any of his interest in
         Shares to the extent not then vested under Paragraph 2 above, and any
         attempt to do so shall be of no effect. In addition, all shares of
         capital stock or other securities issued with respect to or in
         substitution of any Shares not then vested under Paragraph 2 above,
         whether by BellSouth or by another issuer, any cash or other property
         received on account of a redemption of such Shares or with respect to
         such Shares upon the liquidation, sale or merger of BellSouth, and any
         other distributions with respect to such Shares with the exception of
         regular cash dividends, shall remain subject to the terms and
         conditions of this Agreement.

                  5. Employment and Termination. Neither the Plan, this
         Agreement nor the Escrow Agreement shall give Executive the right to
         continued employment by BellSouth or by any Subsidiary or shall
         adversely affect the right of any such company to terminate Executive's
         employment with or without cause at any time.

                  6. Securities Law Restrictions. Executive certifies that he is
         acquiring the Shares for his own account and that he has no present
         intention to sell or otherwise dispose of any of the Shares. Executive
         acknowledges that the Shares shall be subject to such restrictions and
         conditions on any resale and on any other disposition as BellSouth
         shall deem necessary or desirable under any applicable laws or
         regulations or in light of any stock exchange requirements and that the
         Certificates shall bear legends as determined to be appropriate by
         BellSouth.

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                  7. Tax Withholding. BellSouth or any Subsidiary shall have the
         right to withhold from any payment to Executive, require payment from
         the Executive, or take such other action which such company deems
         necessary to satisfy any income or other tax withholding or reporting
         requirements arising from this Award of Restricted Shares, and
         Executive shall provide to any such company such information, and pay
         to it upon request such amounts, as it determines are required to
         comply with such requirements.

                  8. Jurisdiction and Venue. Executive consents to the
         jurisdiction and venue of the Superior Court of Fulton County, Georgia,
         and the United States District Court for the Northern District of
         Georgia for all purposes in connection with any suit, action, or other
         proceeding relating to this Agreement or the Escrow Agreement,
         including the enforcement of any rights under this Agreement or the
         Escrow Agreement and any process or notice of motion in connection with
         such situation or other proceeding may be serviced by certified or
         registered mail or personal service within or without the State of
         Georgia, provided a reasonable time for appearance is allowed.

                  9. Certain Employment Transfers. In the event Executive is
         transferred to any company or business in which BellSouth directly or
         indirectly owns an interest but which is not a "subsidiary" as defined
         in the Plan, then Executive shall not be deemed to have terminated his
         employment under this Agreement until such time, if any, as Executive
         terminates employment with such organization and, if applicable, fails
         to return to BellSouth or a Subsidiary in accordance with the terms of
         Executive's assignment, or Executive otherwise fails to meet the terms
         of Executive's assignment, at which time Executive's deemed termination
         of employment shall be treated in the same manner as a termination of
         employment from BellSouth or a Subsidiary under this Agreement.

                  10. Miscellaneous

                  (a) Executive's rights under this Agreement can be modified,
         suspended or canceled only in accordance with the terms of the Plan.

                  (b) This Agreement shall be subject to the applicable
         provisions, definitions, terms and conditions set forth in the Plan,
         all of which are incorporated by this reference in this Agreement and,
         unless defined in this Agreement, any capitalized terms in this
         Agreement shall have the same meaning assigned to those terms under the
         Plan.

                  (c) The Plan and this Agreement shall be governed by the laws
         of the State of Georgia.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
         of the date first above written.

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                                      BELLSOUTH CORPORATION:

                                      By:  _____________________________________


                                      EXECUTIVE:

                                      -----------------------------------------
                                      [NAME]