<PAGE>

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

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                                  FORM 10-K/A

                      Amendment To Application or Report
                 Filed Pursuant To Section 12, 13 Or 15(d) of
                      The Securities Exchange Act Of 1934

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                             BELLSOUTH CORPORATION

                                AMENDMENT No. 1

The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1998 as set forth in the pages attached hereto:

Item 14a(3) Exhibits:

99a Financial Statements for BellSouth Retirement Savings Plan for the year
ended December 31, 1998.

99b Financial Statements for BellSouth Savings and Security Plan for the year
ended December 31, 1998.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               BellSouth Corporation


                               By:  /s/ W. Patrick Shannon
                                    ----------------------------
                                    W. Patrick Shannon
                                    Vice President and Controller
                                    June 24, 1999
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        (3) Exhibits: (As filed with Form 10-K as of 12/31/98, unless otherwise
            noted)

EXHIBIT
NUMBER
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3a      Amended Articles of Incorporation of BellSouth Corporation as of April
        27, 1998. (Exhibit 3a to Form 10-Q for the quarter ended March 31, 1998,
        File No. 1-8607.)

3b      Bylaws of BellSouth Corporation as Amended on November 23, 1998.

4       BellSouth Corporation Shareholder Rights Agreement. (Exhibit 4-b to Form
        8-K. Date of report November 27, 1989.)

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

10a     BellSouth Corporation Officer Short Term Incentive Award Plan. (Exhibit
        10y to Form 10-Q for the quarter ended September 30, 1996, File No.
        1-8607.)

10b     BellSouth Corporation Executive Long Term Incentive Plan. (Exhibit 10e
        to Form 10-K for the year ended December 31, 1991, File No. 1-8607.)

10c     BellSouth Corporation Executive Long Term Disability and
        Survivor Protection Plan as amended and restated effective January 1,
        1994. (Exhibit 10c-1 to Form 10-K for the year ended December 31, 1993,
        File No. 1-8607.)

10d     BellSouth Corporation Executive Transfer Plan. (Exhibit 10ee to
        Registration Statement No. 2-87846.)

10e     BellSouth Corporation Death Benefit Program. (Exhibit 10ff to Form 10-K
        for the year ended December 31, 1989, File No. 1-8607.)

10f     BellSouth Corporation Plan For Non-Employee Directors' Travel Accident
        Insurance. (Exhibit 10ii to Registration Statement No. 2-87846.)

10g     BellSouth Corporation Executive Incentive Award Deferral Plan
        as amended and restated effective September 23, 1996. (Exhibit 10g to
        Form 10-K for the year ended December 31, 1996, File No. 1-8607.)

10h     BellSouth Corporation Nonqualified Deferred Compensation Plan as amended
        and restated effective November 25, 1996. (Exhibit 10h to Form 10-K for
        the year ended December 31, 1996, File No. 1-8607.)

10i     BellSouth Corporation Supplemental Executive Retirement Plan as amended
        on March 23, 1998. (Exhibit 10I to Form 10-Q for the quarter ended
        March 31, 1998, File No. 1-8607.)

10j     BellSouth Corporation Directors Retirement Plan. (Exhibit 10qq to Form
        10-K for the year ended December 31, 1986, File No. 1-8607.)

10k     BellSouth Corporation Financial Counseling Plan. (Exhibit 10r to
        Form 10-K for the year ended December 31, 1992, File No. 1-8607.)
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EXHIBIT
NUMBER
-------
10k-1   Amendment dated November 3, 1995 to the BellSouth Corporation Financial
        Counseling Plan for Executives. (Exhibit 10l-1 to Form 10-K for the year
        ended December 31, 1995, File No. 1-8607.)

10l     BellSouth Corporation Deferred Compensation Plan for Non-Employee
        Directors. (Exhibit 10gg to Registration Statement No. 2-87846.)

10m     BellSouth Corporation Executive Life Insurance Plan as amended and
        restated as the BellSouth Split-Dollar Life Insurance Plan, effective
        August 31, 1998.

10n     BellSouth Corporation Non-Employee Director Stock Plan. (Exhibit 10z to
        Form 10-Q for the quarter ended March 31, 1997, File No. 1-8607.)

10o     Form of Executive Officer Successor and Retirement Agreement. (Exhibit
        10aa to Form 10-Q for the quarter ended September 30, 1996, File
        No. 1-8607.)

10p     BellSouth Non-Employee Directors Charitable Contribution Program.
        (Exhibit 10z to Form 10-K for the year ended December 31, 1992, File
        No. 1-8607.)

10q     BellSouth Personal Retirement Account Pension Plan, as amended and
        restated effective January 1, 1998.

10q-1   Amendment dated December 22, 1998 to the BellSouth Personal Retirement
        Account Pension Plan.

10r     BellSouth Corporation Trust Under Executive Benefit Plan(s) as amended
        April 28, 1995. (Exhibit 10u-1 to Form 10-Q for the quarter ended
        June 30, 1995, File No. 1-8607.)

10r-1   Amendment dated May 23, 1996 to the BellSouth Corporation Trust Under
        Executive Benefit Plan(s). (Exhibit 10s-1 to Form 10-Q for the quarter
        ended June 30, 1996, File No. 1-8607.)

10s     BellSouth Telecommunications, Inc. Trust Under Executive Benefit Plan(s)
        as amended April 28, 1995. (Exhibit 10v-1 to Form 10-Q for the quarter
        ended June 30, 1995, File No. 1-8607.)

10s-1   Amendment dated May 23, 1996 to the BellSouth Telecommunications, Inc.
        Trust Under Executive Benefit Plan(s). (Exhibit 10t-1 to Form 10-Q for
        the quarter ended June 30, 1996, File No. 1-8607.)

10t     BellSouth Corporation Trust Under Board of Directors Benefit
        Plan(s) as amended April 28, 1995. (Exhibit 10w-1 to Form 10-Q for the
        quarter ended June 30, 1995, File No. 1-8607.)

10t-1   Amendment dated May 23, 1996 to the BellSouth Corporation Trust Under
        Board of Directors Benefit Plan(s). (Exhibit 10u-1 to Form 10-Q for the
        quarter ended June 30, 1996, File No. 1-8607.)

10u     BellSouth Telecommunications, Inc. Trust Under Board of Directors
        Benefit Plan(s) as amended April 28, 1995. (Exhibit 10x-1 to Form 10-Q
        for the quarter ended June 30, 1995, File No. 1-8607.)

10u-1   Amendment dated May 23, 1996 to the BellSouth Telecommunications, Inc.
        Trust Under Board of Directors Benefit Plan(s). (Exhibit 10v-1 to Form
        10-Q for the quarter ended June 30, 1996, File No. 1-8607.)
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EXHIBIT
NUMBER
-------
10v     BellSouth Corporation Stock Plan as amended on September 23, 1996 and
        November 24, 1996. (Exhibit 10v to Form 10-K for the year ended
        December 31, 1996, File No. 1-8607.)

10w     BellSouth Retirement Savings Plan as amended and restated effective
        July 1, 1996. (Exhibit 10x to Form 10-Q for the quarter ended
        September 30, 1996, File No. 1-8607.)

10w-1   Amendment dated February 18, 1997 to the BellSouth Retirement Savings
        Plan. (Exhibit 10w-1 to Form 10-Q for the quarter ended March 31, 1997,
        File No. 1-8607.)

10w-2   Amendment dated June 24, 1997 to the BellSouth Retirement Savings Plan.
        (Exhibit 10w-2 to Form 10-Q/A for the quarter ended June 30, 1997, File
        No. 1-8607.)

10w-3   Amendment dated May 5, 1998 to the BellSouth Retirement Savings Plan.
        (Exhibit 10w-3 to Form 10-Q for the quarter ended March 31, 1998, File
        No. 1-8607.)

10w-4   Amendment dated December 23, 1998 to the BellSouth Retirement Savings
        Plan.

10x     BellSouth Corporation Officer Estate Enhancement Plan and Agreement.
        (Exhibit 10x to Form 10-K for the year ended December 31, 1996, File No.
        1-8607.)

10y     BellSouth Change in Control Executive Severance Agreements. (Exhibit 10y
        to Form 10-K for the year ended December 31, 1996, File No. 1-8607.)

10z     BellSouth Compensation Deferral Plan as amended and restated effective
        October 1, 1997. (Exhibit 10z to Form 10-Q for the quarter ended March
        31, 1998, File No. 1-8607.)

10aa    BellSouth Employee Stock Investment Plan. (Exhibit 10aa to Form 10-Q for
        the quarter ended March 31, 1998, File No. 1-8607.)

10aa-1  Amendment dated November 27, 1996 to the BellSouth Employee Stock
        Investment Plan. (Exhibit 10aa-1 to Form 10-Q for the quarter ended
        March 31, 1998, File No. 1-8607.)

10aa-2  Amendment dated March 21, 1997 to the BellSouth Employee Stock
        Investment Plan. (Exhibit 10aa-2 to Form 10-Q for the quarter ended
        March 31, 1998, File No. 1-8607.)

10aa-3  Amendment dated May 5, 1998 to the BellSouth Employee Stock Investment
        Plan. (Exhibit 10aa-3 to Form 10-Q for the quarter ended March 31, 1998,
        File No. 1-8607.)

10bb    BellSouth Officer Motor Vehicle Policy. (Exhibit 10bb to Form 10-Q for
        the quarter ended March 31, 1998, File No. 1-8607.)

10cc    BellSouth Supplemental Life Insurance Plan, as amended and restated
        effective August 31, 1998.

10dd    Agreement with Chief Executive Officer.

11      Computation of Earnings Per Share.

12      Computation of Ratio of Earnings to Fixed Charges.

21      Subsidiaries of BellSouth.

24      Powers of Attorney.

27      Financial Data Schedule.

99a     Annual report on Form 11-K for BellSouth Retirement Savings Plan for the
        fiscal year ended December 31, 1998*

99b     Annual report on Form 11-K for BellSouth Savings and Security ESOP Plan
        for the fiscal year ended December 31, 1998*

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*  Filed herewith