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):
                                December 3, 1999

                              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 Events

Restatement of Second and Third Quarter 1999 Results
- -----------------------------------------------------
On December 3, 1999, BellSouth announced that it is restating its second quarter
and third  quarter 1999 results for the  accounting  treatment of an asset swap.
See Exhibit 99a for a complete copy of the related press release.


Earnings guidance
- ---------------------------------
BellSouth reiterated that it expects reported earnings per share growth
for the full year 1999 to be in the 19-21 percent range.


- --------------------------------------------------------------------------
       Cautionary Language Concerning Forward-Looking Statements
- --------------------------------------------------------------------------
Statements  that  do  not  address  historical  performance  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.

Factors that could affect future  operating  results and financial  position and
could cause  actual  results to differ  materially  from those  expressed in the
forward-looking statements are:

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

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

o    further delay in our entry into the interLATA long distance market;

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

o    unanticipated   higher   capital   spending  from  the  deployment  of  new
     technologies;

o    unsatisfactory  results in  regulatory  actions  including  access  reform,
     universal service,  terms of interconnection and unbundled network elements
     and resale rates; and

o    failure to  satisfactorily  identify  and complete  Year 2000  software and
     hardware revisions by us and third parties.

This  list  of  cautionary  statements  is  not  exhaustive.   These  and  other
developments  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 have no  obligation  to publicly  release the
results of any revisions to these  forward-looking  statements to reflect events
or circumstances after the date of this filing.





                              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 and Controller
      December 3, 1999

EX-99

FOR MORE INFORMATION                                     FOR IMMEDIATE RELEASE
Jeff Battcher (404-713-0274)                                  December 3, 1999
Pattie Kushner (404-249-2365)


BellSouth Recognizes One-Time Charge Related to Upgrading Wireless Network

ATLANTA - BellSouth  Corporation (NYSE: BLS) announced today that it is revising
the reporting of an asset swap executed in June 1999,  related to equipment that
is being replaced as the company continues to upgrade its U.S. wireless network.
BellSouth  initially  reported the  transaction  as a like-kind  exchange.  Upon
review of  clarifying  accounting  literature  issued on  November  24, 1999 and
further analysis, the company is revising its reporting of the transaction.

As a result,  the company will restate results for the second and third quarters
of 1999. A non-cash  charge of  approximately  $187 million  after taxes,  or 10
cents per share,  will be reflected in revised second  quarter 1999 results.  In
addition,  applicable  depreciation expense will be adjusted,  with no resulting
impact on previously  reported  earnings per share for the second  quarter and a
1-cent decrease in previously reported earnings per share for the third quarter.
However, BellSouth reiterated that it expects reported earnings per share growth
for the full year 1999 to be in the 19-21 percent range.

In June  1999,  BellSouth  entered  into a  contract  with  Ericsson  to replace
infrastructure  equipment  in 14  wireless  markets.  The  agreement  calls  for
Ericsson to provide and install switches, base stations,  software and services.
BellSouth  entered into the agreement to improve network  performance and to lay
the  foundation for migration of the network to Third  Generation  wireless (3G)
and wireless Internet.

BellSouth  is  a  $25  billion  communications  services  company.  It  provides
telecommunications,  wireless communications,  cable and digital TV, advertising
and publishing, and Internet and data services to more than 36 million customers
in 20 countries worldwide.

NOTE: For more information about BellSouth Corporation,  visit the BellSouth Web
page at http://www.bellsouth.com/

Safe Harbor Statement

In  addition   to   historical   information,   this  press   release   contains
forward-looking  statements regarding events and financial trends.  Factors that
could  affect  future  results and  financial  position  and could cause  actual
results  to  differ  materially  from  those  expressed  in the  forward-looking
statements include:


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


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


3. higher than  anticipated  cash  requirements  for  investments,  new business
initiatives and acquisitions.