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                                                                   EXHIBIT 10k-1
                     AMENDMENT TO THE BELLSOUTH CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      THIS AMENDMENT to the BellSouth Corporation Supplemental Executive
Retirement Plan (the "Plan") is made effective as of the dates set forth herein.

                              W I T N E S S E T H:

      WHEREAS, BellSouth Corporation (the "Company") sponsors the Plan, which
was amended and restated effective November 1, 1997; and

      WHEREAS, the BellSouth Board of Directors' Nominating and Compensation
Committee (the "Committee") approved a provision at its November 24, 2003
meeting to amend the Plan to provide for a lump sum optional form of payment
that was effective beginning January 1, 2004; and

      WHEREAS, the Committee also approved a provision at its June 28, 2004
meeting to amend the Plan to provide for an enhanced pre-retirement survivor
benefit that was effective immediately; and

      WHEREAS, the Committee authorized appropriate officers of the Company to
do such further acts and to execute such documents as may be necessary or
advisable to effectuate the purposes of such Plan amendments;

      NOW, THEREFORE, pursuant to the authority delegated by the Committee, the
authorized officer approves the following revisions to the Plan document to
reflect these amendments:

                                       1.

      Effective as of January 1, 2004, Section 4 of the Plan is hereby amended
by adding to subparagraph 3(a) the following:

                  "Notwithstanding the preceding, with respect to any
                  Participant who has made a valid lump sum election under the
                  Plan, such lump sum shall be paid in the applicable time
                  period set forth under subsection 6 of Section 5 of the Plan."

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                                       2.

      Effective as of January 1, 2004, Section 4 of the Plan is hereby amended
by adding to subparagraph 3(b) the following:

                  "(v) Notwithstanding the preceding, with respect to any
                  Participant who has made a valid lump sum election under the
                  Plan, such lump sum shall be paid in the applicable time
                  period set forth under subsection 6 of Section 5 of the Plan."

                                       3.

            Effective June 28, 2004, Section 4 of the Plan is hereby amended by
deleting subparagraph 4(e) and replacing it with the following paragraphs:

            "(e)  Survivor/Death Benefits.

            (i)   Benefit Payable Before Benefit Commencement.

                  If a Participant who has not made a valid lump sum election
                  dies prior to termination of employment (and prior to election
                  of his Pension Plan benefit for a Participant with a deferred
                  benefit) and leaves a surviving spouse at the time of his
                  death, a pre-retirement survivor benefit is payable to the
                  surviving spouse as an immediate life annuity equal to 100% of
                  the service benefit or deferred benefit that the Participant
                  would have received had he survived and terminated employment
                  on the date of his death and commenced benefit payments. If
                  such Participant does not have a surviving spouse at the time
                  of his death, the pre-retirement survivor benefit described in
                  this paragraph shall be paid to the Participant's estate as
                  soon as administratively feasible following the Participant's
                  death (even if the Participant was a Band BB officer or above)
                  in the form of a single sum payment which is the actuarial
                  equivalent of the benefit calculated in accordance with the
                  provisions of subparagraph (c) of Section 5.5 hereof.

            (ii)  Benefit Payable After Benefit Commencement.

                  If the Participant was receiving benefits in the form of an
                  annuity (or was eligible to receive benefits because of
                  retirement or election under the Pension Plan), and leaves a
                  surviving spouse at the time of his/her death, then such
                  surviving spouse shall automatically receive a survivor
                  annuity for life equal to 50% of the net pension benefit that
                  the Participant was receiving (or eligible to receive) just
                  prior to his death.

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            (iii) Lump Sum Election.

                  In the event of the death of a Participant who has made a
                  valid lump sum election under the Plan, his surviving spouse
                  (or his estate if there is no surviving spouse) shall be
                  entitled to receive 100% of the lump sum payment that would
                  have been payable to the Participant had he survived and
                  terminated employment on the date of his death, and such lump
                  sum shall be payable as soon as administratively feasible
                  following the Participant's death (even if the Participant was
                  an Executive designated as a Band BB officer or above).

            (iv)  Lump Sum Settlement.

                  If a Participant has already received a lump sum settlement of
                  his benefit under the Plan, then no further benefits are
                  payable under this subparagraph (e).

                                       4.

            Effective as of January 1, 2004, Section 5 of the Plan is hereby
amended by deleting subparagraph 5 in its entirety and replacing it with the
following:

            "5.   Benefit Payments

                 (a)   Monthly Payments.

                  With respect to a Participant who has not made a valid lump
                  sum election in accordance with subparagraph (b) hereof,
                  benefits shall be paid in monthly disbursements or at such
                  other periods as the Committee may determine in each case.
                  Notwithstanding the foregoing, if at the time of the
                  Participant's termination of employment, the present value of
                  the benefit of a Participant, whether payable as a service
                  benefit, a deferred benefit, or a survivor's benefit, is less
                  than $20,000, such benefit shall be paid in the form of a
                  single lump sum payment which is the actuarial equivalent of
                  the benefit otherwise payable calculated in accordance with
                  the provisions of subparagraph (c) hereof.

                 (b) Lump Sum Benefit Payment.

                  A Participant may elect to receive his benefit hereunder,
                  whether payable as a service benefit, a deferred benefit or a
                  survivor's benefit, paid in the form of a single lump sum
                  payment which is the actuarial equivalent of the benefit
                  otherwise payable calculated in accordance with the provisions
                  of subparagraph (c) hereof;

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            provided, any such election must be made in accordance with
            procedures established by the Company and must be on file with the
            Company, or its designee, for at least 12 consecutive calendar
            months prior to the Participant's termination of employment or death
            in order to be valid and in effect.

            (c) Lump Sum Calculation.

            Benefits payable in a lump sum in accordance with the Plan shall be
            the amount that is the actuarial present value of the Participant's
            benefit and shall be determined using (i) the applicable interest
            rate then in effect under the Pension Plan, and (ii) the applicable
            mortality table then in effect under the Pension Plan."

                                       5.

      Effective as of January 1, 2004, Section 5 of the Plan is hereby amended
by adding to subsection 6 the following:

            "Notwithstanding the preceding sentence, a Participant (other than
            an Executive who is a Band BB officer or above) who has made a valid
            lump sum election in accordance with subparagraph 5(b) of this
            Section 6 shall receive the lump sum payment of his benefit as soon
            as administratively feasible following his date of retirement or
            other termination of employment. An Executive who is a Band BB
            officer or above and who has made a valid lump sum election shall
            receive the lump sum payment (including interest accrued annually at
            the applicable interest rate in effect under the Pension Plan) as
            soon as administratively feasible following the date that is 2 years
            following his date of retirement or other termination of
            employment."

                                       6.

      Any other provisions of the Plan not amended herein shall remain in full
force and effect.