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 22, 2001

                        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

March 22, 2001 - Today at an analyst conference, BellSouth Corporation discussed
2001  guidance.  In its previous  January 31 press release,  BellSouth  provided
guidance for certain key financial and business metrics, as follows:

  Earnings per share                                   7-9% growth
  Total operating revenue, including Cingular          9-11% growth
  Data revenue                                         30% growth (approx.)
  Capital expenditures                                 $5.5-6.0 billion
  DSL high-speed Internet customers                    600,000 at 12/31/01

Based on the achievement of these targets, normalized diluted earnings per share
would range  between  $2.35 - $2.40 for the year.  Although the company does not
provide quarterly guidance,  BellSouth's targeted 7-9% earnings per share growth
will be primarily  in the second half of the year.  The first half impact is due
to  expenses  for DSL,  which are higher in the first half of 2001  compared  to
2000,  and to  expansion  into the Colombia  wireless  market,  which  BellSouth
entered in July of 2000.



Cautionary Language Concerning Forward-Looking Statements

In addition to historical  information,  this document contains  forward-looking
statements  regarding  events and  financial  trends  that may affect our future
operating results, financial position and cash flows. These statements are based
on our assumptions and estimates and are subject to risks and uncertainties. For
these statements, we claim the protection of the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995.

There are possible  developments  that could cause our actual  results to differ
materially from those forecast or implied in the forward-looking statements. You
are cautioned not to place undue reliance on these  forward-looking  statements,
which are current only as of the date of this filing.  We disclaim any intention
or obligation to update or revise any forward-looking  statements,  whether as a
result of new information,  future events or otherwise.  While the below list of
cautionary  statements is not exhaustive,  some factors that could affect future
operating  results,  financial  position  and cash flows and could cause  actual
results  to  differ  materially  from  those  expressed  in the  forward-looking
statements are:

*    a change in economic conditions in domestic or international  markets where
     we operate or have material  investments  which would affect demand for our
     services;

*    significant deterioration in foreign currencies relative to the U.S. dollar
     in foreign countries in which we operate;

*    changes in U.S. or foreign laws or regulations, or in their interpretation,
     which could result in the loss,  or reduction  in value,  of our  licenses,
     concessions or markets, or in an increase in competition,  compliance costs
     or capital expenditures;

*    a decrease in the growth rate of demand for the services which we offer;

*    the intensity of competitive  activity and its resulting  impact on pricing
     strategies and new product offerings;

*    protracted delay in our entry into the interLATA long distance market;

*    higher than anticipated  start-up costs or significant up-front investments
     associated with new business initiatives;

*    unanticipated higher capital spending from, or delays in, the deployment of
     new technologies; and

*    the impact of the wireless joint venture with SBC Communications,  known as
     Cingular Wireless,  including marketing and product development efforts and
     financial capacity.





                              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 and
       Supply Chain Management
      March 22, 2001