UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                  Washington, DC 20549
    
                                  AMENDMENT TO FORM 8-A
    
                    for registration of certain classes of securities
                         pursuant to Section 12(b) or (g) of the
                             Securities Exchange Act of 1934
    
           Date of report (Date of earliest event reported): February 28, 2005
    
                                  BellSouth Corporation
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                 (Exact Name of Registrant as Specified in Its Charter)
    
                                         Georgia
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                        (State of Incorporation or Organization)
    
                                       58-1533433
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                            (IRS Employer Identification No.)
    
    Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia      30309-3610
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             (Address of Principal Executive Offices)               (Zip Code)
    
    Securities to be Registered Pursuant to Section 12(b) of the Act:
    
         Title of each class                        Name of each exchange on which
         to be so registered                        each class is to be registered
    Preferred Stock Purchase Rights            New York Stock Exchange
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    If this form relates to the registration of a class of securities pursuant to
    Section 12(b) of the Exchange Act and is effective pursuant to General
    Instruction A.(c), check the following box. |_|
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    If this form relates to the registration of a class of securities pursuant to
    Section 12(g) of the Exchange Act and is effective pursuant to General
    Instruction A.(d), check the following box. |_|
    
    Securities Act registration statement file number to which this form relates: 
    001-08607  (if applicable)
    
    Securities to be registered pursuant to Section 12(g) of the Act:
    
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                                    (Title of class)
    
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                                    (Title of class)
    
    
    
    
    
    
     Item 1.  Description of Registrant's Securities to be Registered.
    
    On March 2, 2005, the Company amended the Rights Agreement dated November 22,
    1999 between the Company and Mellon Investor Services LLC (f/k/a ChaseMellon
    Shareholder Services, LLC), as rights agent. The purpose of the amendment
    ("Amendment") was to increase the percentage amount of shares that may be
    acquired by a shareholder without being an "Acquiring Person" pursuant to the
    terms of the Rights Agreement.
    
    The Rights Agreement provides that an "Acquiring Person", which is generally
    defined as any shareholder who is the beneficial owner of 10% or more of the
    Company's stock, will trigger the Rights issued under the Rights Agreement to
    become exercisable. The amendment changes the definition of "Acquiring Person"
    to raise the trigger level from 10% to 15% and makes other conforming changes in
    the Rights Agreement.
    
    The foregoing description of the Amendment does not purport to be complete and
    is qualified in its entirety by reference to the attached copy of the Amendment.
    Capitalized terms used and not otherwise defined herein have the meanings
    ascribed to them in the Rights Agreement and the Amendment.
    
    The Form 8-A that was filed with the Securities and Exchange Commission on
    November 23, 1999 is amended by deleting "10%" in the third paragraph of Item 1,
    and replacing it with "15%".
    
    Item 2. Exhibits.
    
    Exhibit No.
    
    4a       Amendment No. 1 to BellSouth Corporation Shareholder Rights Agreement, 
             dated as of March 2, 2005.
    
    
    
    
    
    
    
    
                                        SIGNATURE
    
    
    Pursuant to the requirements of Section 12 of Securities Exchange Act of 1934,
    the registrant has duly caused this registration statement to be signed on its
    behalf by the undersigned thereunto duly authorized.
    
    
    
    
    BELLSOUTH CORPORATION
    
    
    By:   /s/ Pat Shannon
          Pat Shannon
          Senior Vice President - Finance and Controller
          March 2, 2005