8-K

                       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):
                                  July 10, 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 5. Other Matters


BellSouth  Corporation  stated  today that it is taking a charge to  earnings of
five cents per share in the second  quarter for prior  claims  from  competitive
local exchange carriers regarding  reciprocal  compensation for ISP traffic. The
charge will be normalized as a special item in the second quarter.  With respect
to BellSouth's previously announced foreign exchange losses of five to six cents
per share, those losses will be included in continuing  earnings and will not be
normalized.

See Exhibit 99 for a copy of the related press release.




Safe Harbor


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
     interpretations,  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.






(c) Exhibits

Exhibit No.

  99           July 10, 2001 Press Release









                              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
     July 10, 2001

EX-99

BellSouth to Adjust Accrual for Reciprocal Compensation



ATLANTA - July 10, 2001 - BellSouth Corporation (NYSE: BLS) stated today that it
is  adjusting  its accrual  for prior  claims from  competitive  local  exchange
carriers  regarding  reciprocal  compensation  for ISP traffic.  The  adjustment
reflects the company's current estimate of its liability for these claims.

The Company  indicated it would take a charge to earnings of approximately  $90M
or five cents per share in the second quarter.

              _________________________________________________


About BellSouth Corporation

BellSouth   Corporation  is  a  Fortune  100  communications   services  company
headquartered  in Atlanta,  GA,  serving  more than 45 million  customers in the
United  States and 16 other  countries.  Consistently  recognized  for  customer
satisfaction,  BellSouth  provides a full array of broadband data and e-commerce
solutions  to business  customers,  including  Web  hosting  and other  Internet
services.  In the residential  market,  BellSouth offers DSL high-speed Internet
access,  advanced  voice  features and other  services.  BellSouth also provides
online  and  directory   advertising   services,   including   BellSouth(R) Real
PagesSM.com. BellSouth owns 40 percent of Cingular Wireless, the nation's second
largest  wireless  company,  which provides  innovative  wireless data and voice
services.


Safe Harbor

In  addition  to  historical  information,  this  document  contains  statements
regarding our beliefs, expectations,  intentions or strategies for future events
and  financial  trends,  which  may be  "forward-looking  statements"  under the
Private  Securities  Litigation  Reform Act of 1995.  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) changes in
U.S.  or  foreign  laws or  regulations,  or in their  interpretation;  (ii) the
outcome of pending litigation;  and (iii) those factors contained in BellSouth's
periodic filings 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.