Exhibit 10s-5

                                 THIRD AMENDMENT
                                     TO THE
                       BELLSOUTH TELECOMMUNICATIONS, INC.
                      TRUST UNDER EXECUTIVE BENEFIT PLAN(S)


         THIS THIRD AMENDMENT to the BellSouth Telecommunications, Inc. Trust
Under Executive Benefit Plan(s) (the "Trust Agreement") is made this 15th day of
March, 2004, by and between BellSouth Corporation, a Georgia corporation
("BellSouth"), BellSouth Telecommunications, Inc., a Georgia corporation
wholly-owned by BellSouth ("Company"), and The Northern Trust Company, an
Illinois corporation of Chicago, Illinois ("Trustee"):

         WHEREAS, BellSouth, Company and Bankers Trust Company, a New York
Corporation ("Bankers Trust"), first executed the Trust Agreement on May 23,
1996; and

         WHEREAS, BellSouth and Company on November 1, 2003, appointed Trustee
as successor trustee to Bankers Trust Company; and

         WHEREAS, BellSouth, Company and Trustee, effective November 1, 2003,
executed a First Amendment to the Trust Agreement; and

         WHEREAS, BellSouth, Company and Trustee, effective December 17, 2003,
executed a Second Amendment to the Trust Agreement; and

         WHEREAS, BellSouth, Company and Trustee now desire to amend further the
Trust Agreement, pursuant to Section 12 of the Trust Agreement;

         NOW, THEREFORE, the section of the Trust Agreement set forth below is
amended as follows, but all other sections of the Trust Agreement shall remain
in full force and effect:

                                       1.

         Section 9 is hereby amended by adding at the end thereof the following
new sentence:

         "In addition, with respect to any third party engaged by the Company to
         provide services, including but not limited to, actuarial, accounting,
         recordkeeping, or legal services, for the Trust or the Plan(s), the
         Company shall direct the Trustee to pay such third party's reasonable
         administrative expenses (including reasonable compensation) from the
         Trust to the extent not paid by Company."

<PAGE>

         IN WITNESS WHEREOF, BellSouth, Company and Trustee have caused this
Amendment to be executed and their respective corporate seals to be affixed and
attested by their corporate officers on the day and year first written above.


                                BELLSOUTH CORPORATION




                                By:  /s/ Lynn Wentworth
                                Its:  Chairman, Trust Asset Management Committee




ATTEST:


/s/ Marcy A. Bass
Its: Senior Corporate Counsel & Asst. Corporate Secretary


         (CORPORATE SEAL)



         The undersigned, Marcy A. Bass, does hereby certify that he/she is the
duly elected, qualified and acting Assistant Corporate Secretary of BellSouth
Corporation ("BellSouth") and further certifies that the person whose signature
appears above is a duly elected, qualified and acting officer of BellSouth with
full power and authority to execute this Trust Amendment on behalf of BellSouth
and to take such other actions and execute such other documents as may be
necessary to effectuate this Trust Amendment.



/s/ Marcy A. Bass
Senior Corporate Counsel and
Assistant Corporate Secretary
BellSouth Corporation


<PAGE>



                              BELLSOUTH TELECOMMUNICATIONS, INC.



                              By:  /s/ Mary Jo Peed

                              Its:   Vice President, General Counsel & Secretary



ATTEST:
/s/ Frederick W. Johnson

Its:  Assistant Secretary

         (CORPORATE SEAL)



         The undersigned, Joyce Clower Irvine, does hereby certify that he/she
is the duly elected, qualified and acting Assistant Secretary of BellSouth
Telecommunications, Inc. ("Company") and further certifies that the person whose
signature appears above is a duly elected, qualified and acting officer of the
Company with full power and authority to execute this Trust Amendment on behalf
of the Company and to take such other actions and execute such other documents
as may be necessary to effectuate this Trust Amendment.



/s/ Joyce Clower Irvine
Assistant Secretary
BellSouth Telecommunications, Inc.



                                            THE NORTHERN TRUST COMPANY


                                            By: /s/ Anita L. Bender
                                            Its:  Vice President


ATTEST:
Its:  /s/ Helen M. Stirk