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):
                                 August 7, 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

On August 7, 2004, BellSouth Corporation ("BellSouth") announced that it had
reached agreement with the Communications Workers of America on a new, five-year
contract covering approximately 45,000 BellSouth employees, subject to
ratification by these employees.

The new contract provides for an increase in base wages of 10.5% over the
contract term, pension improvements, and a health care solution that enables
BellSouth to continue to provide its employees with high quality, affordable
health care.

Specifically, the new contract provides for a 1 percent base salary increase in
year one and a 2 percent base salary increase in year two, followed by annual
base increases of 2.5 percent each year thereafter. The new contract also
provides for a lump-sum payment of 4% upon ratification of the contract. Pension
band increases will be in ranges slightly higher than wage increases. The new
contract also provides for increased health care cost-sharing.

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












                                    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
      August 11, 2004