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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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, each of the undersigned has hereunto set his hand on the date indicated.

|/s/ F. Duane AckermanF. Duane Ackerman
Chairman of the Board, President
Chief Executive Officer and Director
(Principal Executive Officer) |  | February 24, 2003Date
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------
|/s/ Ronald M. DykesRonald M. Dykes
Chief Financial Officer
(Principal Financial Officer)                                                   |  | February 24, 2003Date
|/s/ W. Patrick ShannonW. Patrick Shannon
Vice PresidentFinance                                                                            |  | February 24, 2003Date

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ Reuben V. AndersonReuben V. Anderson
Director |  | February 24, 2003Date
|------------------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ James H. BlanchardJames H. Blanchard
Director |  | February 24, 2003Date
|------------------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ J. Hyatt BrownJ. Hyatt Brown
Director |  | February 24, 2003Date
|----------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ Armando M. CodinaArmando M. Codina
Director |  | February 24, 2003Date
|----------------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ Kathleen F. FeldsteinKathleen F. Feldstein
Director |  | February 24, 2003Date
|------------------------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ James P. KellyJames P. Kelly
Director |  | February 24, 2003Date
|----------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ Joseph M. MagliochettiJoseph M. Magliochetti
Director |  | February 24, 2003Date
|--------------------------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ Leo F. MullinLeo F. Mullin
Director |  | February 24, 2003Date
|--------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ Eugene F. MurphyEugene F. Murphy
Director |  | February 24, 2003Date
|--------------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ Robin B. SmithRobin B. Smith
Director |  | February 24, 2003Date
|----------------------------------------- |  | ---------------------

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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, 2002.

NOW
THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Rebecca M. Dunn, and each of them, as attorneys for him
or her in his or her name, place and stead in his or her capacities in the Company, to execute and cause to be filed the Annual Report and thereafter to execute and file 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 or 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 his hand on the date indicated.

|/s/ William S. StavropoulosWilliam S. Stavropoulos
Director |  | February 24, 2003Date
|----------------------------------------------------------- |  | ---------------------

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