BellSouth 8-K on LA Operation

Bellsouth Corp
21 October 2004

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549





                                    FORM 8-K





                            CURRENT REPORT Pursuant

                         to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934





       Date of report (Date of earliest event reported): October 18, 2004



                             BELLSOUTH CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)



                                    GEORGIA

                 (State or Other Jurisdiction of Incorporation)



             1-8607     58-1533433

    (Commission File Number) (IRS Employer Identification No.)





   Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia    30309-3610

      (Address of Principal Executive Offices)     (Zip Code)



                                 [phone]

              (Registrant's Telephone Number, Including Area Code)





         (Former Name or Former Address, if Changed Since Last Report)



      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):



      o   Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)



      o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)



      o   Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))



      o   Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


 Item 8.01  Other Events



            On October 18, 2004, BellSouth reached an agreement in principle
with the other major shareholder of Telcel, our Venezuelan operation, whereby we
would purchase its 21.8% interest in Telcel and settle all outstanding claims
for an aggregate payment of $617 million.  The aggregate payment of $617 million
includes the previously disclosed(1) amounts that an arbitration panel ordered
BellSouth to pay to this shareholder, resulting in an incremental cost to
BellSouth of $189 million for the shareholder's remaining 10.7% interest in
Telcel and settlement of all outstanding claims.  The agreement in principle is
subject to the negotiation and execution of definitive agreements.



As part of the pending sale of our Latin American operations, Telefonica has
agreed to purchase, for approximately $300 million, the 21.8% interest we are
acquiring from the other major shareholder under this agreement.  Because the
aggregate settlement amount exceeds the amount Telefonica will pay us for the
additional 21.8% interest in Telcel, BellSouth will incur an after-tax charge of
approximately $190 million, or approximately 10 cents per share, in the third
quarter of 2004.  This amount includes the charge of $165 million, or
approximately 9 cents per share, relating to the purchase of 11.1% of this
shareholder's interest in Telcel that we disclosed on October 14, 2004.




                                   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: ___________________

      W. Patrick Shannon

      Vice President - Finance

      October 20, 2004







--------------------------


(1) Form 8-K filed October 14, 2004


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