8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): September 26, 2005

                              BellSouth Corporation
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             (Exact Name of Registrant as Specified in Its Charter)

                                     Georgia
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                 (State or Other Jurisdiction of Incorporation)

              1-8607                                58-1533433
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      (Commission File Number)           (IRS Employer Identification No.)


Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia       30309-3610
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     (Address of Principal Executive Offices)                    (Zip Code)

                                 (404) 249-2000
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              (Registrant's Telephone Number, Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K filing is  intended  to
     simultaneously  satisfy  the filing  obligation  of the registrant under
     any of the following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))



Item 1.01.  Entry Into a Material Definitive Agreement

         As described below, Mr. Ronald M. Dykes, BellSouth Corporation's Chief
Financial Officer, will retire from the Company effective at the end of 2005.
The Executive Nominating and Compensation Committee (the "Committee") of the
BellSouth Board of Directors, which has been engaged in succession planning,
concluded that Mr. Dykes' successor was ready to assume the duties of Chief
Financial Officer and that Mr. Dykes' retirement at the end of 2005 would
facilitate a smooth succession process. Therefore, the Committee and the Board
of Directors determined that Mr. Dykes should receive the retirement benefits to
which he would have been entitled under his May 19, 2003 agreement as if he had
remained with the Company through 2006.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

         On September 26, 2005, Mr. Ronald M. Dykes, the Company's chief
financial officer, announced his retirement from BellSouth Corporation,
effective at the end of 2005.  The Committee and the Board expressed
appreciation for Mr. Dykes' 34 years of service and the positive impact he has
had on BellSouth.

         On September 26, 2005, BellSouth's Board of Directors elected Mr. Pat
Shannon as BellSouth's Chief Financial Officer effective January 1, 2006.  Mr.
Shannon, age 42, has served as BellSouth's Senior Vice President - Finance and
Controller since January 1, 2005.  He has financial responsibility for the
corporation's wireline and advertising & publishing businesses, as well as
corporate-wide responsibility for financial planning and accounting.  He has
served as the corporation's principal accounting officer since joining the
company in 1997.  From January 2002 to December 2003, he had additional
responsibilities as chief financial officer of our domestic operations and, from
September 2000 to December 2001, he had additional responsibilities overseeing
supply chain management.

Item 9.01. Financial Statements and Exhibits

 (c) Exhibits

Exhibit No.

99a      Press Release dated September 27, 2005.




                                    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/ Pat Shannon
     ---------------
     Pat Shannon
     Senior Vice President - Finance and Controller
     September 29, 2005

EX-99

MEDIA CONTACT:
Jeff Battcher
BellSouth Corporation
404-249-2793
Jeff.Battcher@BellSouth.com



                           Dykes Announces Retirement
                      Shannon Named Chief Financial Officer

ATLANTA - September 27, 2005 - BellSouth's (NYSE: BLS) Chief Financial Officer,
Ron Dykes, announced today that he will retire at the end of this year,
concluding a career at the communications company that has spanned 34 years.

After completing his service with the U.S. Army as an officer in the Signal
Corps, Dykes joined Southern Bell, where he held a series of positions of
increasing responsibility in network operations and network planning and
engineering. He was elected a corporate officer in 1988 when he became vice
president of finance for BellSouth Enterprises. He was named chief financial
officer of BellSouth Corporation in 1995.

"Ron's unique combination of operations experience and financial acumen gave him
insight and expertise that were key to BellSouth's financial strength," said
Duane Ackerman, chairman and chief executive officer. "If you were going to
define the quintessential CFO, it would be Ron Dykes."

Among his many contributions, Dykes played a major role in the formation of
Cingular Wireless, the nation's largest wireless company. He is chairman of
Cingular's board of directors.

He has also been active in the Atlanta community, serving on the board of
trustees of St. Joseph's Health System.

Dykes, 58, earned his bachelor's degree in electrical engineering from Auburn
University and an MBA in management from Emory University. He also earned an MS
in management from Stanford University, where he was a Sloan Fellow.

His honors include induction into the Alabama Engineering Hall of Fame. He is
also a member of the Auburn University Electrical Engineering Industrial
Advisory Board.



Well respected in the financial community, Dykes created a top-flight finance
organization which has successfully navigated the changing world of telecom.


Pat Shannon will succeed Dykes as BellSouth's chief financial officer. Shannon,
42, began his career at Bellsouth in 1997 as vice president-finance and
controller. Most recently he has served as senior vice president of finance.
Shannon, a certified public accountant, earned his bachelor of science degree in
business administration from the University of Georgia.

"We are fortunate to have someone with Pat's qualifications ready to step into
this role," Ackerman said. "He has had an active role in all of BellSouth's
major activities over the last few years."

About BellSouth Corporation


BellSouth Corporation is a Fortune 100 communications company headquartered in
Atlanta, Georgia. BellSouth has joint control and 40 percent ownership of
Cingular Wireless, the nation's largest wireless voice and data provider with
51.6 million customers.


Backed by award winning customer service, BellSouth offers the most
comprehensive and innovative package of voice and data services available in the
market. Through BellSouth Answers(R), residential and small business customers
can bundle their local and long distance service with dial-up and high-speed DSL
Internet access, satellite television and Cingular(R) Wireless service. For
businesses, BellSouth provides secure, reliable local and long distance voice
and data networking solutions. BellSouth also offers online and directory
advertising through BellSouth(R) RealPages.com(R) and The Real Yellow Pages(R).


BellSouth believes that diversity and fostering an inclusive environment are
critical in maintaining a competitive advantage in today's global marketplace.
More information about BellSouth can be found at http://www.bellsouth.com.