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):
                                 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

EX-99

                                                                    Exhibit 99-a

March 31, 2004

INVESTOR RELATIONS                                    For more information call:
1-800-241-3419                                                     Jeff Battcher
                                                           BellSouth Corporation
                                                                  (404) 249-2793
                                                     jeff.battcher@bellsouth.com


  BELLSOUTH PROVIDES RECAST FINANCIALS REFLECTING TREATMENT OF LATIN AMERICA AS
                            DISCONTINUED OPERATIONS

       Updates guidance for 2004 pension and post-retirement benefit costs

Atlanta, GA. - On March 8, 2004, BellSouth Corp. [NYSE: BLS] announced a
definitive agreement to sell its interests in its 10 Latin American operations
to Telefonica Moviles, the wireless affiliate of Telefonica, S.A. Following
generally accepted accounting principles (GAAP), the company's financial
statements will reflect results for the Latin American segment as Discontinued
Operations beginning in the first quarter of 2004. The operational results and
other activity, including the gain on disposition, associated with the Latin
American segment will be presented on one line item in the income statement
separate from Continuing Operations. In addition, BellSouth will no longer
include the results related to its Latin American segment in normalized results.

To help familiarize investors with the new presentation format before the first
quarter earnings release, BellSouth is providing eight quarters of history for
both the consolidated income and cash flow statements on its web site at
www.bellsouth.com/investor.

Separately, BellSouth is also updating its 2004 guidance with respect to
combined pension and retiree medical costs. In December 2003, the Medicare
Prescription Drug Act was signed into law. The Act allows companies who provide
certain prescription drug benefits for retirees to receive a federal subsidy
beginning in 2006. BellSouth previously accounted for the subsidy provided under
the Act as a plan amendment under SFAS No. 106, "Employers Accounting for
Postretirement Benefits Other Than Pensions." Effective January 1, 2004,
BellSouth will treat the subsidy as an actuarial gain. The effect of this change
will result in the benefit being recognized over a longer period of time, thus
changing our estimate of the impact of retiree medical costs in 2004.

In January, BellSouth provided guidance indicating that the incremental
year-over-year impact of combined pension and retiree medical costs would be an
increase to 2004 earnings per share of 7 cents. As a result of the change
described above, the expected year-over-year annual increase is now expected to
be approximately 1 cent per share.




About BellSouth Corporation
BellSouth Corporation is a Fortune 100 communications services company
headquartered in Atlanta, Georgia. BellSouth serves nearly 50 million local,
long distance, Internet and wireless customers in the United States and 12 other
countries.

Consistently recognized for customer satisfaction, BellSouth provides complete
communications solutions to the residential and business markets. In the
residential market, BellSouth offers DSL high-speed Internet access and long
distance, advanced voice features and other services. The company's BellSouth
AnswersSM package combines local and long distance service with an array of
calling features; wireless data, voice and e-mail services; and high-speed DSL
or dial-up Internet service and Cingular Wireless. In the business market,
BellSouth serves small, medium and large businesses providing secure, reliable
local and long distance voice and data networking solutions. BellSouth also
provides online and directory advertising services through BellSouth(R)
RealPages.comSM and The Real Yellow Pages(R).

BellSouth owns 40 percent of Cingular Wireless, the nation's second largest
wireless company, which provides innovative wireless voice and data services.

In addition to historical information, this document may contain 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.

This document may also contain certain non-GAAP financial measures. The most
directly comparable GAAP financial measures, and a full reconciliation of
non-GAAP to GAAP financial information, are attached hereto and provided on the
Company's investor relations web site, www.bellsouth.com/investor.