Exhibit 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys
for him in his name, place and stead in his capacities in the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, each of the undersigned has hereunto set his hand on the date indicated.

|/s/F. DUANE ACKERMANF. Duane Ackerman
Chairman of the Board, President and
Chief Executive Officer
Director
(Principal Executive Officer) |  | 2/26/01Date
|----------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|/s/RONALD M. DYKESRonald M. Dykes
Chief Financial Officer
(Principal Financial Officer)                                                   |  | 2/28/01Date
|/s/W. PATRICK SHANNONW. Patrick Shannon
Vice PresidentFinance and
Supply Chain Management
(Principal Accounting Officer)                 |  | 2/28/01Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/REUBEN V. ANDERSON

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Reuben V. Anderson
Director

February 26,
2001
Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/JAMES H. BLANCHARD

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James H. Blanchard
Director

February 26,
2001
Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/J. HYATT BROWN

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J. Hyatt Brown
Director

February 26,
2001
Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be
necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that
said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/ARMANDO M. CODINA

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Armando M. Codina
Director

February 26,
2001
Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for her in
her name, place and stead in her capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set her hand on the date indicated.

/s/KATHLEEN F. FELDSTEIN

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Kathleen F. Feldstein
Director

February 26,
2001
Date

---

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/JAMES P. KELLY

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James P. Kelly
Director

February 26,
2001
Date

---

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/JOSEPH M. MAGLIOCHETTI

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Joseph M. Magliochetti
Director

February 26,
2001
Date

---

KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution
and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/JOHN G. MEDLIN, JR.

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John G. Medlin, Jr.
Director

February 26,
2001
Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/LEO F. MULLIN

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Leo F. Mullin
Director

February 26,
2001
Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/EUGENE F. MURPHY

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Eugene F. Murphy
Director

February 26,
2001
Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for her in
her name, place and stead in her capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution and revocation)
to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set her hand on the date indicated.

/s/ROBIN B. SMITH

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Robin B. Smith
Director

February 26,
2001
Date

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KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS,
BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as
amended, its Annual Report on Form 10-K for the year ended December 31, 2000.

NOW
THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in
his name, place and stead in his capacity as a Director of the Company to execute and cause to be filed the said Annual Report and to execute and cause to be filed any amendment or supplement thereto
(including any Form 11-K) deemed by them to be necessary or desirable, hereby giving and granting to said attorneys full power and authority (including substitution
and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN
WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated.

/s/WILLIAM S. STAVROPOULOS

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William S. Stavropoulos
Director

February 26,
2001
Date

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