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