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                                                                  EXHIBIT 10y-16

                       AMENDMENT TO THE BELLSOUTH PERSONAL
                         RETIREMENT ACCOUNT PENSION PLAN

      THIS AMENDMENT to the BellSouth Personal Retirement Account Pension Plan
(the "Plan") is made effective as of the dates specified herein.

                              W I T N E S S E T H:

      WHEREAS, BellSouth Corporation (the "Company") sponsors the Plan, which
was amended and restated effective January 1, 1998, and subsequently amended
from time to time; and

      WHEREAS, pursuant to Section 15.01 of the Plan, the BellSouth Board of
Directors' Nominating and Compensation Committee (the "Committee") is authorized
to amend the Plan: and

      WHEREAS, the Committee approved a provision at its February 23, 2004
meeting to amend the Plan to provide an additional credit for the 2001 Plan Year
equal to 1% of each Plan participant's 2004 compensation; and

      WHEREAS, the Committee authorized appropriate officers of the Company to
do such further acts and to execute such documents as may be necessary or
advisable to effectuate the purposes of such action; and

      WHEREAS, pursuant to Section 15.01 of the Plan, the Employees' Benefit
Committee (the "EBC") is authorized to adopt nonmaterial amendments to the Plan;
and

      WHEREAS, the EBC approved an amendment to the Plan at its December 15,
2004 meeting to eliminate the IRC Section 415 excess pension benefit; and

      WHEREAS, L.M. Berry and Company ("Berry") previously adopted the Plan
subject to certain modifications described in Schedule 2 of the Plan; and

      WHEREAS, the EBC approved an amendment to the Plan at its December 15,
2004 meeting to amend the Plan to provide the interest crediting rate of 5.12%
for the L.M. Berry and Company participants for the 2004 Plan Year; and

      NOW, THEREFORE, pursuant to the authority delegated by the Committee and
the EBC, the undersigned officer approves the following amendments to the Plan:

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                                       1.

            Effective January 1, 2004, amend Section 3 of the Plan by adding the
following sentence at the end of Subparagraph 3.05(a):

            "The Board has approved an additional credit for the 2004 Plan Year
            equal to the Participant's Compensation multiplied by one percent,
            and this additional credit shall be credited to each Participant's
            account as of the last day of such Plan Year."

                                       2.

            Effective as of January 1, 2004, Schedule 2 of the Plan regarding
L.M. Berry and Company is hereby amended by adding to the end of Paragraph 4(f)
the following:

            "As of the last day of Plan Year 2004, each Participant's account
            shall be credited with interest at the rate of 5.12%, under the
            terms of the Plan."

                                       3.

            Effective as of January 1, 2005, Section 6.05 of the Plan is hereby
amended by deleting the second sentence and replacing it with the following:

            "The portion of any pension or survivor annuity, with respect to any
            Participant, that is (1) in excess of the applicable "maximum
            permissible amount", and (2) accrued as of December 31, 2004, shall
            be paid by the Participating Company which last employed such
            Participant. The benefit shall be paid directly to the Participant
            or beneficiary entitled thereto and shall be charged to its
            operating expense accounts when and as paid. No benefits accrued on
            or after January 1, 2005 in excess of the applicable "maximum
            permissible amount" shall be paid."

                                       4.

            Effective as of January 1, 2004, Section 8.03(b) of the Plan (as
previously amended on December 18, 2001) is hereby amended by deleting the last
sentence thereof and replacing it with the following:

            "If a terminated or retired Participant dies before his Pension
            Commencement Date and does not have a surviving spouse (or, he and
            his surviving spouse have not
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            been married throughout the one-year period ending on the date of
            his death), then the amount determined in this lump sum section
            shall be paid to his estate."

                                       5.

            Any other provisions of the Plan not amended herein shall remain in
full force and effect.

            IN WITNESS WHEREOF, this Amendment has been executed by the duly
authorized officer of the Company.

                                 By:      /s/ Richard D. Sibbernsen
                                          -------------------------------------
                                          Richard D. Sibbernsen
                                          Vice President - Human Resources

                                 Date:    December 22, 2004