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 5, 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 No.)
         incorporation)


 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 and Required FD Disclosure

On March 5, 2004, BellSouth Corporation signed a definitive agreement with
Telefonica Moviles, the wireless affiliate of Telefonica, S.A., to sell its
interests in its 10 Latin American operations. The purchase price is based on a
total enterprise value of the 10 Latin American companies of $5.85 billion.
BellSouth will receive after-tax cash proceeds of $4.2 billion and reduce
consolidated debt by $1.5 billion.

The transaction is subject to due diligence, governmental approvals and other
closing conditions. It is expected to close in stages as closing conditions are
satisfied, with the final closing expected to occur in the second half of 2004.

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)
currency devaluations and continued economic weakness in certain international
markets in which we operate or have material investments; (iii) the intensity of
competitive activity and its resulting impact on pricing strategies and new
product offerings; (iv) higher than anticipated cash requirements for
investments, new business initiatives and acquisitions; (v) unfavorable
regulatory actions 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.

(c)  Exhibits

     The following exhibit is filed as part of this report:

     Exhibit 2-a           Stock Purchase Agreement by and among Telefonica
                           Moviles, S.A., each of the entities listed on
                           Schedule I to the Agreement, and BellSouth
                           Corporation (for purposes of the Sections and
                           Articles identified in the Preamble only), dated as
                           of March 5, 2004








                                    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 9, 2004