As filed with the Securities and Exchange Commission on April 30, 2004

                                                  Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ____________

                              BELLSOUTH CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


       A Georgia Corporation               I.R.S. Employer No. 58-1533433
  (State or Other Jurisdiction of       (I.R.S. Employer Identification Number)
   Incorporation or Organization)



                            1155 Peachtree St., N.E.
                           Atlanta, Georgia 30309-3610
                         Telephone Number (404) 249-2000
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)
                                  ____________

                              BellSouth Retirement
                                  Savings Plan
                               (formerly known as
                              BellSouth Management
                   Savings and Employee Stock Ownership Plan)
                                  ____________

                                Agent for Service
                                 Stacey K. Geer
                              BellSouth Corporation
                      1155 Peachtree St., N.E., Suite 1800
                           Atlanta, Georgia 30309-3610
                          Telephone Number 404-249-4445
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                                  ____________

                         CALCULATION OF REGISTRATION FEE

                                  Proposed        Proposed
Title of each        Amount       maximum         maximum          Amount of
class of securites   to be        offering price  aggregate        registration
to be registered     registered   per share       offering price   fee

Common Stock, par
value $1 per         10 million
share (a).....       shares(b)    $26.030(c)      $260,300,000(c)  $32,980.01(c)

(a)  Includes preferred stock purchase rights under the BellSouth Corporation
     Shareholder Rights Agreement.

<PAGE>

(b)  If, prior to the completion of the distribution of the Common Stock covered
     by this registration statement, additional shares of such Common Stock are
     issued or issuable as a result of a stock split or stock dividend, this
     registration statement shall be deemed to cover such additional shares
     resulting from the stock split or stock dividend pursuant to Rule 416.

(c)  The price per share was estimated in accordance with Rule 457(c) and (h)
     for purposes of calculating the registration fee. Pursuant to Rule 457(p)
     under the Securities Act of 1933, an aggregate of $32,980.01 is being
     offset against this fee.  This offset consists of fees paid in connection
     with Registration Statement No. 333-33466 filed on March 29, 2000 by
     BellSouth Corporation.

                                   ___________


<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

         The following documents have been previously filed by BellSouth
Corporation with the Securities and Exchange Commission (File No. 1-8607) and
are incorporated by reference into this registration statement as of their
respective dates:

      o  BellSouth's Annual Report on Form 10-K for the year ended December 31,
         2003; and
      o  Current Reports on Form 8-K dated February 17, 2004 (as amended by
         Form 8-K/A dated February 18, 2004), March 5, 2004 and April 7, 2004.

         All documents filed by BellSouth pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing such documents.

         Copies of the above documents (other than exhibits to such documents)
may be obtained upon request without charge upon writing to BellSouth
Corporation, Room 15G03, 1155 Peachtree Street, N.E., Atlanta, Georgia,
30309-3610.

Item 5.   Interests of Named Experts and Counsel.

         Stacey K. Geer, Chief Securities Counsel of BellSouth Corporation, is
rendering an opinion regarding the legality of the Common Stock.

Item 6.  Indemnification of Directors and Officers

         As authorized by the Georgia Business Corporation Code (the "GBCC"),
BellSouth's Articles of Incorporation limit the monetary liability of its
directors to BellSouth or its shareholders for any breach of their duty of care
or any other duty as a director except (1) for misappropriation of any business
opportunity of BellSouth, (2) for acts or omissions not in good faith or which
constitute intentional misconduct or a knowing violation of law, (3) for
liability for certain unlawful distributions, or (4) for any transaction from
which the director derived an improper personal benefit.

         As authorized by the GBCC, the shareholders of BellSouth have adopted
an amendment to the Bylaws expanding directors' and officers' indemnification
rights and have approved a form of Indemnity Agreement which BellSouth may enter
with its directors or officers. A person with whom BellSouth has entered into
such an Indemnity Agreement (an "Indemnitee") shall be indemnified against
liabilities and expenses related to such person's capacity as an officer or
director or to capacities served with other entities at the request of
BellSouth, except for claims excepted from the limited liability provisions
described above. An Indemnitee is also entitled to the benefits of any
directors' and officers' liability insurance policy maintained by BellSouth, and
in the event of a "change in control" (as defined in the Indemnity Agreement),
obligations under the Indemnity Agreement will be secured with a letter of
credit in favor of the Indemnitee in an amount of not less than $1,000,000.
BellSouth has entered into Indemnity Agreements with each of its directors.

         The GBCC generally empowers a corporation, without shareholder
approval, to indemnify directors against liabilities in proceedings to which
they are named by reason of serving as a director of the corporation, if such
person acted in a manner believed in good faith to be in or not opposed to the
best interests of the corporation and, in the case of a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful. Without shareholder
approval, indemnification is not permitted of a director adjudged liable to the
corporation in a proceeding by or in the right of the corporation or a
proceeding in which the director is adjudged liable based on a personal benefit
improperly received, absent judicial determination that, in view of the
circumstances, such person is fairly and reasonably entitled to indemnification
of reasonable expenses incurred.

<PAGE>

         The GBCC permits indemnification and advancement of expenses to
officers who are not directors, to the extent consistent with public policy. The
GBCC provides for mandatory indemnification of directors and officers who are
successful in defending against any proceeding to which they are named because
of their serving in such capacity.

         BellSouth's Bylaws also provide that BellSouth shall indemnify any
person made or threatened to be made a party to any action (including any action
by or in the right of BellSouth) by reason of service as a director or officer
of BellSouth, (or of another entity at BellSouth's request), against liabilities
and expenses to the maximum extent permitted by the GBCC.

         The general limitations in the GBCC as to indemnification may be
superseded to the extent of the limited liability provision (with respect to
directors) in BellSouth's Articles of Incorporation and the Indemnity
Agreements, as authorized by the shareholders and as described above.

         The directors and officers of BellSouth are covered by liability
insurance policies pursuant to which (a) they are insured against loss arising
from certain claims made against them, jointly or severally, during the policy
period for any actual or alleged breach of duty, neglect, error, misstatement,
misleading statements, omission or other wrongful act and (b) BellSouth is
entitled to have paid by the insurers, or to have the insurers reimburse
BellSouth for amounts paid by it, in respect of such claims if BellSouth is
required to indemnify officers and directors for such claims.

Item 8.  Exhibits

Item
 No.                                        Description

5        Opinion of Stacey K. Geer, Chief Securities Counsel of BellSouth
         Corporation, as to the legality of the securities to be issued.

23       Consent of PricewaterhouseCoopers LLP, independent accountants.

23a      Consent of Ernst & Young LLP, independent auditors.

23b      Consent of Stacey K. Geer is contained in Exhibit 5.

24a      Powers of Attorney - BellSouth Corporation


Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective Amendment to this registration
         statement:

                           (i)      To include any prospectus required by
         Section 10(a)(3) of the Securities Act
         of 1933;

                           (ii)     To reflect in the prospectus any facts or
         events arising after the effective date of the registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in the registration statement; and

                           (iii)    To include any material information with
         respect to the plan of distribution not previously disclosed in the
         registration statement or any material change to such information in
         the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

<PAGE>

                  (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 15 or
otherwise (other than the insurance policies referred to therein), the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly authorized, in the City
of Atlanta and State of Georgia, on the 30th day of April, 2004.


                                                   BELLSOUTH CORPORATION




                                                BY:    /s/ W. Patrick Shannon
                                                       W. Patrick Shannon
                                                       Vice President - Finance

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


Principal Executive Officer:
  F. Duane Ackerman*            Chairman of the Board, President and Chief
                                  Executive Officer

Principal Financial Officer:
  Ronald M. Dykes*              Chief Financial Officer

Principal Accounting Officer:
  W. Patrick Shannon*           Vice President - Finance

Directors:
  F. Duane Ackerman*
  Reuben V. Anderson*
  James H. Blanchard*
  J. Hyatt Brown*
  Armando M. Codina*
  Kathleen F. Feldstein*
  James P. Kelly*
  Leo F. Mullin *                           *By:  /s/ W. Patrick Shannon
  Robin B. Smith*                                    W. Patrick Shannon,
  William S. Stavropoulos*                  individually and as attorney-in-fact

                                                      April 30, 2004
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As filed with the Securities and Exchange Commission on April 30, 2004

                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ____________

                              BELLSOUTH CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

       A Georgia Corporation               I.R.S. Employer No. 58-1533433
  (State or Other Jurisdiction of       (I.R.S. Employer Identification Number)
   Incorporation or Organization)

                            1155 Peachtree St., N.E.
                           Atlanta, Georgia 30309-3610
                         Telephone Number (404) 249-2000
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)
                                  ____________

                              BellSouth Retirement
                                  Savings Plan
                               (formerly known as
                              BellSouth Management
                   Savings and Employee Stock Ownership Plan)
                                  ____________

                                Agent for Service
                                 Stacey K. Geer
                              BellSouth Corporation
                      1155 Peachtree St., N.E., Suite 1800
                           Atlanta, Georgia 30309-3610
                          Telephone Number 404-249-4445
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                                  ____________

                         CALCULATION OF REGISTRATION FEE

                                  Proposed        Proposed
Title of each        Amount       maximum         maximum          Amount of
class of securites   to be        offering price  aggregate        registration
to be registered     registered   per share       offering price   fee

Common Stock, par
value $1 per         10 million
share (a).....       shares(b)    $26.030(c)      $260,300,000(c)  $32,980.01(c)

(a)  Includes preferred stock purchase rights under the BellSouth Corporation
     Shareholder Rights Agreement.
(b)  If, prior to the completion of the distribution of the Common Stock covered
     by this registration statement, additional shares of such Common Stock are
     issued or issuable as a result of a stock split or stock dividend, this
     registration statement shall be deemed to cover such additional shares
     resulting from the stock split or stock dividend pursuant to Rule 416.

(c)  The price per share was estimated in accordance with Rule 457(c) and (h)
     for purposes of calculating the registration fee. Pursuant to Rule 457(p)
     under the Securities Act of 1933, an aggregate of $32,980.01 is being
     offset against this fee.  This offset consists of fees paid in connection
     with Registration Statement No. 333-33466 filed on March 29, 2000 by
     BellSouth Corporation.

                                   ___________
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

         The following documents have been previously filed by BellSouth
Corporation with the Securities and Exchange Commission (File No. 1-8607) and
are incorporated by reference into this registration statement as of their
respective dates:

      o  BellSouth's Annual Report on Form 10-K for the year ended December 31,
         2003; and
      o  Current Reports on Form 8-K dated February 17, 2004 (as amended by
         Form 8-K/A dated February 18, 2004), March 5, 2004 and April 7, 2004.

         All documents filed by BellSouth pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing such documents.

         Copies of the above documents (other than exhibits to such documents)
may be obtained upon request without charge upon writing to BellSouth
Corporation, Room 15G03, 1155 Peachtree Street, N.E., Atlanta, Georgia,
30309-3610.

Item 5.   Interests of Named Experts and Counsel.

         Stacey K. Geer, Chief Securities Counsel of BellSouth Corporation, is
rendering an opinion regarding the legality of the Common Stock.

Item 6.  Indemnification of Directors and Officers

         As authorized by the Georgia Business Corporation Code (the "GBCC"),
BellSouth's Articles of Incorporation limit the monetary liability of its
directors to BellSouth or its shareholders for any breach of their duty of care
or any other duty as a director except (1) for misappropriation of any business
opportunity of BellSouth, (2) for acts or omissions not in good faith or which
constitute intentional misconduct or a knowing violation of law, (3) for
liability for certain unlawful distributions, or (4) for any transaction from
which the director derived an improper personal benefit.

         As authorized by the GBCC, the shareholders of BellSouth have adopted
an amendment to the Bylaws expanding directors' and officers' indemnification
rights and have approved a form of Indemnity Agreement which BellSouth may enter
with its directors or officers. A person with whom BellSouth has entered into
such an Indemnity Agreement (an "Indemnitee") shall be indemnified against
liabilities and expenses related to such person's capacity as an officer or
director or to capacities served with other entities at the request of
BellSouth, except for claims excepted from the limited liability provisions
described above. An Indemnitee is also entitled to the benefits of any
directors' and officers' liability insurance policy maintained by BellSouth, and
in the event of a "change in control" (as defined in the Indemnity Agreement),
obligations under the Indemnity Agreement will be secured with a letter of
credit in favor of the Indemnitee in an amount of not less than $1,000,000.
BellSouth has entered into Indemnity Agreements with each of its directors.

         The GBCC generally empowers a corporation, without shareholder
approval, to indemnify directors against liabilities in proceedings to which
they are named by reason of serving as a director of the corporation, if such
person acted in a manner believed in good faith to be in or not opposed to the
best interests of the corporation and, in the case of a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful. Without shareholder
approval, indemnification is not permitted of a director adjudged liable to the
corporation in a proceeding by or in the right of the corporation or a
proceeding in which the director is adjudged liable based on a personal benefit
improperly received, absent judicial determination that, in view of the
circumstances, such person is fairly and reasonably entitled to indemnification
of reasonable expenses incurred.
The GBCC permits indemnification and advancement of expenses to
officers who are not directors, to the extent consistent with public policy. The
GBCC provides for mandatory indemnification of directors and officers who are
successful in defending against any proceeding to which they are named because
of their serving in such capacity.

         BellSouth's Bylaws also provide that BellSouth shall indemnify any
person made or threatened to be made a party to any action (including any action
by or in the right of BellSouth) by reason of service as a director or officer
of BellSouth, (or of another entity at BellSouth's request), against liabilities
and expenses to the maximum extent permitted by the GBCC.

         The general limitations in the GBCC as to indemnification may be
superseded to the extent of the limited liability provision (with respect to
directors) in BellSouth's Articles of Incorporation and the Indemnity
Agreements, as authorized by the shareholders and as described above.

         The directors and officers of BellSouth are covered by liability
insurance policies pursuant to which (a) they are insured against loss arising
from certain claims made against them, jointly or severally, during the policy
period for any actual or alleged breach of duty, neglect, error, misstatement,
misleading statements, omission or other wrongful act and (b) BellSouth is
entitled to have paid by the insurers, or to have the insurers reimburse
BellSouth for amounts paid by it, in respect of such claims if BellSouth is
required to indemnify officers and directors for such claims.

Item 8.  Exhibits

Item
 No.                                        Description

5        Opinion of Stacey K. Geer, Chief Securities Counsel of BellSouth
         Corporation, as to the legality of the securities to be issued.

23       Consent of PricewaterhouseCoopers LLP, independent accountants.

23a      Consent of Ernst & Young LLP, independent auditors.

23b      Consent of Stacey K. Geer is contained in Exhibit 5.

24a      Powers of Attorney - BellSouth Corporation

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective Amendment to this registration
         statement:

                           (i)      To include any prospectus required by
         Section 10(a)(3) of the Securities Act
         of 1933;

                           (ii)     To reflect in the prospectus any facts or
         events arising after the effective date of the registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in the registration statement; and

                           (iii)    To include any material information with
         respect to the plan of distribution not previously disclosed in the
         registration statement or any material change to such information in
         the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 15 or
otherwise (other than the insurance policies referred to therein), the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly authorized, in the City
of Atlanta and State of Georgia, on the 30th day of April, 2004.

                                                   BELLSOUTH CORPORATION

                                                BY:    /s/ W. Patrick Shannon
                                                       W. Patrick Shannon
                                                       Vice President - Finance

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:
  F. Duane Ackerman*            Chairman of the Board, President and Chief
                                  Executive Officer

Principal Financial Officer:
  Ronald M. Dykes*              Chief Financial Officer

Principal Accounting Officer:
  W. Patrick Shannon*           Vice President - Finance

Directors:
  F. Duane Ackerman*
  Reuben V. Anderson*
  James H. Blanchard*
  J. Hyatt Brown*
  Armando M. Codina*
  Kathleen F. Feldstein*
  James P. Kelly*
  Leo F. Mullin *                           *By:  /s/ W. Patrick Shannon
  Robin B. Smith*                                    W. Patrick Shannon,
  William S. Stavropoulos*                  individually and as attorney-in-fact

                                                      April 30, 2004