As filed with the Securities and Exchange Commission on December 21, 2001

                                                   Registration No. 333-

                          Securities and Exchange Commission
                                Washington, D.C. 20549

                        _______________________________________

                                       Form S-8
                                Registration Statement
                                         Under
                              The Securities Act of 1933

                        _______________________________________

                                 BellSouth Corporation

                           A Georgia            I.R.S. Employer
                           Corporation           No. 58-1533433

                              1155 Peachtree Street, N.E.
                              Atlanta, Georgia 30309-3610
                             Telephone Number 404 249-2000
                    ______________________________________________

                           BellSouth Corporation Stock Plan
                     _____________________________________________

                                  Agent for Service:

                                   Chris G. Beasley
                                 BellSouth Corporation
                                    15G03 Campanile
                              1155 Peachtree Street, N.E.
                              Atlanta, Georgia 30309-3610
                             Telephone Number 404 249-2920

                     ____________________________________________

                         Calculation of Registration Fee

                                  proposed          proposed
     title of       amount        maximum            maximum        amount of
  securities to      to be     offering price       aggregate     registration
  Be Registered   registered     per share       offering price        fee
-------------------------------------------------------------------------------
  Common Stock,   20,000,000     $38.90 (c)      $778,000,000(c)   $185,942(c)
   par value $1   shares (b)
  per share (a)

<PAGE>


(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.


<PAGE>



                                     Part II

               Information required in the registration statement

Item 3. Incorporation of Documents by Reference.

The contents of Registration Statement No. 333-52422, except Items 5, 6, 8 and 9
which are superseded by the information below, are hereby incorporated herein by
reference.  Prospectuses  used in connection  with this Plan also relate to such
Registration Statement pursuant to Rule 429.


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 (i) for  misappropriation of any business  opportunity
of BellSouth,  (ii) for acts or omissions not in good faith or which  constitute
intentional  misconduct or a knowing  violation of law,  (iii) for liability for
certain  unlawful  distributions,  or (iv) 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 the Company,  respectively  (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 and the Company 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 or the
Company,  as the case may be, is  entitled to have paid by the  insurers,  or to
have the insurers  reimburse  BellSouth or the Company,  as the case may be, for
amounts paid by it, in respect of such claims if  BellSouth  or the Company,  as
the case may be, is  required  to  indemnify  officers  and  directors  for such
claims.

Item 8. Exhibits.

Exhibit
 Number
  5     Opinion of Stacey K. Geer.

10v-1   Amended and Restated BellSouth Corporation Stock Plan. (Exhibit 10v-1
         to Annual Report on Form 10-K for the year ended December 31, 2000,
         File No. 1-8607.)*

 23     Consent of PricewaterhouseCoopers LLP.

 23a    Consent of Stacey K. Geer (contained in opinion filed as Exhibit 5).

 24     Powers of Attorney.
*  Incorporated by reference




Item 9. Undertakings.

(a) The undersigned registrants hereby undertake:

     (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 registrants
     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   registrants  hereby  undertake  that,  for  purposes  of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
BellSouth's  annual  report  pursuant  to  Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934 and each  filing of the plan's  annual  report
pursuant  to  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
registrants  pursuant to the foregoing  provisions or otherwise  (other than the
insurance policies referred to therein),  the registrants have 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 registrants of expenses  incurred or paid by a director,  officer
or  controlling  person of the  registrants  in the  successful  defense  of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants 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, the 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  caused  this  registration  statement  or
amendment thereto to be signed on its behalf by the undersigned,  thereunto duly
authorized,  in the City of  Atlanta  and  State of  Georgia,  on the 21  day of
December, 2001.

                              BellSouth Corporation

                          By  /s/ W. Patrick Shannon
                              -------------------------------------------------
                              W. Patrick Shannon
                              Vice President-Finance and Supply Chain Management

Pursuant to the requirements of the Securities Act, this registration  statement
or  amendment  thereto has been  signed  below by the  following  persons in the
capacities and on the date 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 and Supply Chain Management


Directors:
   F. Duane Ackerman*                Joseph M. Magliochetti*
   Reuben V. Anderson*               John G. Medlin, Jr.*
   James H. Blanchard*               Leo F. Mullin*
   J. Hyatt Brown*                   Eugene F. Murphy*
   Armando M. Codina*                Robin B. Smith*
   Kathleen F. Feldstein*            William S. Stavropoulos*
   James P. Kelly*



                                   *By  /s/ W. Patrick Shannon
                                        --------------------------------------
                                        W. Patrick Shannon
                                        (Individually and as Attorney-in-Fact)
                                        December 21, 2001

<PAGE>

                                  EXHIBIT INDEX

Exhibit
 Number
   5      Opinion of Stacey K. Geer.

 10v-1    Amended and Restated BellSouth Corporation Stock Plan. (Exhibit 10v-1
          to Annual Report on Form 10-K for the year ended December 31, 2001,
          File No. 1-8607.)*

   23     Consent of PricewaterhouseCoopers LLP.

  23a     Consent of Stacey K. Geer (contained in opinion filed as Exhibit 5).

   24     Powers of Attorney.
*  Incorporated by reference
[{"type": "S-8", "sequence": "1", "filename": "s8stockoptions.txt", "description": "S-8 REGISTRATION FOR STOCK OPTION PLAN", "secsgml_size_bytes": 14724}]
{"company-data": {"conformed-name": "BELLSOUTH CORP", "cik": "0000732713", "assigned-sic": "4813", "irs-number": "581533433", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75660", "film-number": "1820374"}, "business-address": {"street1": "1155 PEACHTREE ST NE", "street2": "ROOM 15G03", "city": "ATLANTA", "state": "GA", "zip": "30309-3610", "phone": "4042492000"}, "mail-address": {"street1": "1155 PEACHTREE STREET NE", "city": "ATLANTA", "state": "GA", "zip": "30309-3610"}}
As filed with the Securities and Exchange Commission on December 21, 2001

                                                   Registration No. 333-

                          Securities and Exchange Commission
                                Washington, D.C. 20549

                        _______________________________________

                                       Form S-8
                                Registration Statement
                                         Under
                              The Securities Act of 1933

                        _______________________________________

                                 BellSouth Corporation

                           A Georgia            I.R.S. Employer
                           Corporation           No. 58-1533433

                              1155 Peachtree Street, N.E.
                              Atlanta, Georgia 30309-3610
                             Telephone Number 404 249-2000
                    ______________________________________________

                           BellSouth Corporation Stock Plan
                     _____________________________________________

                                  Agent for Service:

                                   Chris G. Beasley
                                 BellSouth Corporation
                                    15G03 Campanile
                              1155 Peachtree Street, N.E.
                              Atlanta, Georgia 30309-3610
                             Telephone Number 404 249-2920

                     ____________________________________________

                         Calculation of Registration Fee

                                  proposed          proposed
     title of       amount        maximum            maximum        amount of
  securities to      to be     offering price       aggregate     registration
  Be Registered   registered     per share       offering price        fee
-------------------------------------------------------------------------------
  Common Stock,   20,000,000     $38.90 (c)      $778,000,000(c)   $185,942(c)
   par value $1   shares (b)
  per share (a)
(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.
Part II

               Information required in the registration statement

Item 3. Incorporation of Documents by Reference.

The contents of Registration Statement No. 333-52422, except Items 5, 6, 8 and 9
which are superseded by the information below, are hereby incorporated herein by
reference.  Prospectuses  used in connection  with this Plan also relate to such
Registration Statement pursuant to Rule 429.

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 (i) for  misappropriation of any business  opportunity
of BellSouth,  (ii) for acts or omissions not in good faith or which  constitute
intentional  misconduct or a knowing  violation of law,  (iii) for liability for
certain  unlawful  distributions,  or (iv) 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 the Company,  respectively  (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 and the Company 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 or the
Company,  as the case may be, is  entitled to have paid by the  insurers,  or to
have the insurers  reimburse  BellSouth or the Company,  as the case may be, for
amounts paid by it, in respect of such claims if  BellSouth  or the Company,  as
the case may be, is  required  to  indemnify  officers  and  directors  for such
claims.

Item 8. Exhibits.

Exhibit
 Number
  5     Opinion of Stacey K. Geer.

10v-1   Amended and Restated BellSouth Corporation Stock Plan. (Exhibit 10v-1
         to Annual Report on Form 10-K for the year ended December 31, 2000,
         File No. 1-8607.)*

 23     Consent of PricewaterhouseCoopers LLP.

 23a    Consent of Stacey K. Geer (contained in opinion filed as Exhibit 5).

 24     Powers of Attorney.
*  Incorporated by reference

Item 9. Undertakings.

(a) The undersigned registrants hereby undertake:

     (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 registrants
     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   registrants  hereby  undertake  that,  for  purposes  of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
BellSouth's  annual  report  pursuant  to  Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934 and each  filing of the plan's  annual  report
pursuant  to  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
registrants  pursuant to the foregoing  provisions or otherwise  (other than the
insurance policies referred to therein),  the registrants have 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 registrants of expenses  incurred or paid by a director,  officer
or  controlling  person of the  registrants  in the  successful  defense  of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants 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, the 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  caused  this  registration  statement  or
amendment thereto to be signed on its behalf by the undersigned,  thereunto duly
authorized,  in the City of  Atlanta  and  State of  Georgia,  on the 21  day of
December, 2001.

                              BellSouth Corporation

                          By  /s/ W. Patrick Shannon
                              -------------------------------------------------
                              W. Patrick Shannon
                              Vice President-Finance and Supply Chain Management

Pursuant to the requirements of the Securities Act, this registration  statement
or  amendment  thereto has been  signed  below by the  following  persons in the
capacities and on the date 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 and Supply Chain Management

Directors:
   F. Duane Ackerman*                Joseph M. Magliochetti*
   Reuben V. Anderson*               John G. Medlin, Jr.*
   James H. Blanchard*               Leo F. Mullin*
   J. Hyatt Brown*                   Eugene F. Murphy*
   Armando M. Codina*                Robin B. Smith*
   Kathleen F. Feldstein*            William S. Stavropoulos*
   James P. Kelly*

                                   *By  /s/ W. Patrick Shannon
                                        --------------------------------------
                                        W. Patrick Shannon
                                        (Individually and as Attorney-in-Fact)
                                        December 21, 2001
EXHIBIT INDEX

Exhibit
 Number
   5      Opinion of Stacey K. Geer.

 10v-1    Amended and Restated BellSouth Corporation Stock Plan. (Exhibit 10v-1
          to Annual Report on Form 10-K for the year ended December 31, 2001,
          File No. 1-8607.)*

   23     Consent of PricewaterhouseCoopers LLP.

  23a     Consent of Stacey K. Geer (contained in opinion filed as Exhibit 5).

   24     Powers of Attorney.
*  Incorporated by reference