SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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                                   FORM 10-Q/A
                                   (Mark One)


              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to


                          Commission file number 1-8607


                              BELLSOUTH CORPORATION
             (Exact name of registrant as specified in its charter)


              Georgia                                    58-1533433
            (State of Incorporation)                  (I.R.S. Employer
                                                   Identification Number)


           1155 Peachtree Street, N. E.,                 30309-3610
                 Atlanta, Georgia                        (Zip Code)
     (Address of principal executive offices)


                   Registrant's telephone number 404-249-2000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No ___

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes __X__   No ___

At October 31, 2003, there were 1,848,116,955 common shares outstanding.



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Explanatory Note

The undersigned registrant hereby files Amendment No. 1 to amend the following
items with respect to its Quarterly Report on Form 10-Q for the period ended
September 30, 2003:

     1)  Item 4, "Controls and Procedures," and

     2)  Item 6, "Exhibits and Reports on Form 8-K" to refurnish the
         certifications required by Sections 302 and 906 of the Sarbanes-Oxley
         Act of 2002.



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PART I - FINANCIAL INFORMATION

Item 4.  Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. Management necessarily applied its judgment in assessing the costs
and benefits of such controls and procedures, which, by their nature, can
provide only reasonable assurance regarding management's control objectives. We
also have investments in certain unconsolidated entities. As we do not control
or manage these entities, our disclosure controls and procedures with respect to
such entities are necessarily more limited than those we maintain with respect
to our consolidated subsidiaries.

The Company's management, including the Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls can prevent all
errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. There are inherent limitations in all
control systems, including the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of one or more
persons. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and, while our disclosure
controls and procedures are designed to be effective under circumstances where
they should reasonably be expected to operate effectively, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Because of the inherent limitations in any control
system, misstatements due to error or fraud may occur and not be detected.

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of management,
including the Chief Executive Officer along with the Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon
the foregoing, the Chief Executive Officer along with the Chief Financial
Officer concluded that our disclosure controls and procedures are effective at
providing reasonable assurance that all material information relating to
BellSouth (including consolidated subsidiaries) required to be included in our
Exchange Act reports is reported in a timely manner. In addition, based on such
evaluation we have identified no change in our internal control over financial
reporting that occurred during the fiscal quarter covered by this report that
has materially affected or is reasonably likely to materially affect, our
internal control over financial reporting.




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PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit
Number

3b     Amended and Restated By-laws of BellSouth Corporation adopted September
       22, 2003 (incorporated by reference to Exhibit 3b to Form 10-Q for the
       quarter ended September 30, 2003, File No. 1-8607.)

4a     No instrument which defines the rights of holders of our long- and
       intermediate-term debt is filed herewith pursuant to Regulation S-K, Item
       601(b)(4)(iii)(A). Pursuant to this regulation, we agree to furnish a
       copy of any such instrument to the SEC upon request.

10y-1  BellSouth Change in Control Executive Severance Agreements (incorporated
       by reference to Exhibit 10y-1 to Form 10-Q for the quarter ended
       September 30, 2003, File No. 1-8607.)

11     Computation of Earnings Per Common Share (incorporated by reference to
       Exhibit 11 to Form 10-Q for the quarter ended September 30, 2003, File
       No. 1-8607.)

12     Computation of Ratio of Earnings to Fixed Charges (incorporated by
       reference to Exhibit 12 to Form 10-Q for the quarter ended September 30,
       2003, File No. 1-8607.)

31-a   Section 302 Certification of F. Duane Ackerman

31-b   Section 302 Certification of Ronald M. Dykes

32     Statement Required by 18 U.S.C. Section 1350, as adopted pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K:

Date of
Event                      Subject

July 23, 2003              Press release announcing financial results for second
                           quarter 2003.

September 9, 2003          Regulation FD disclosure of statement to be made at
                           an investor conference.


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                                    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
                                                  (Principal Accounting Officer)


March 3, 2004