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):
                                February 17, 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 February 17, 2004, Cingular Wireless Corporation and Cingular Wireless LLC
(together, "Cingular"), a joint venture between BellSouth Corporation
("BellSouth") and SBC Communications Inc. ("SBC"), entered into a merger
agreement with AT&T Wireless ("AWE") under which Cingular would acquire all of
the outstanding shares of AWE for $15 per share in cash. BellSouth and SBC have
committed to fund the aggregate merger consideration of $41 billion, in
proportion to their ownership of Cingular. Funding requirements for BellSouth
will be approximately $16 billion.

The acquisition, which is subject to the approvals of AWE shareholders and
federal regulatory authorities, and to customary closing conditions, is expected
to be completed in the fourth quarter of 2004.

Upon completion of the transaction, AWE will become a wholly owned subsidiary of
Cingular.

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 99-a          Agreement and Plan of Merger by and among AT&T
                           Wireless Services, Inc., Cingular Wireless
                           Corporation, Cingular Wireless LLC and Links I
                           Corporation, and, solely with respect to Sections
                           5.3, 6.1(b), 6.5(b) and Article IX of the Agreement
                           and Plan of Merger, SBC Communications Inc. and
                           BellSouth Corporation dated as of February 17, 2004
                           (incorporated by reference to Exhibit 99.1 from the
                           Current Report on Form 8-K of Cingular Wireless LLC
                           dated February 17, 2004, File No. 001-31673)








                                    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
     February 17, 2004