SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                 March 31, 2004

                              BELLSOUTH CORPORATION
             (Exact name of registrant as specified in its charter)


              Georgia               1-8607              58-1533433
          (State or other        (Commission           (IRS Employer
          jurisdiction of        File Number)          Identification
           incorporation)                                         No.)


  Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia        30309-3610
           (Address of principal executive offices)                 (Zip Code)


               Registrant's telephone number, including area code
                                 (404) 249-2000








Item 9.  Regulation FD Disclosure

The following information, including the Exhibit attached hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.

Attached and incorporated herein by reference is Exhibit 99-a, which is a copy
of a press release of BellSouth Corporation dated March 31, 2004 announcing
treatment of Latin America as discontinued operations and updating guidance for
2004 pension and post-retirement benefit costs.

In addition to historical information, this document contains forward-looking
statements regarding events and financial trends. Factors that could affect
future results and could cause actual results to differ materially from those
expressed or implied in the forward-looking statements include: (i) a change in
economic conditions in domestic or international markets where we operate or
have material investments which would affect demand for our services; (ii) the
intensity of competitive activity and its resulting impact on pricing strategies
and new product offerings; (iii) higher than anticipated cash requirements for
investments, new business initiatives and acquisitions; (iv) unfavorable
regulatory actions; (v) currency devaluations and continued economic weakness in
certain international markets in which we operate or have material investments
and (vi) those factors contained in the Company's periodic reports filed with
the SEC. The forward-looking information in this document is given as of this
date only, and BellSouth assumes no duty to update this information.








                                    SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




BELLSOUTH CORPORATION


By:   /s/ W. Patrick Shannon
      W. Patrick Shannon
      Vice President - Finance
      March 31, 2004