BellSouth 8K Filing on Credit

Bellsouth Corp
06 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 4, 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):

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

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

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

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


Item 1.01 Entry into a Material Definitive Agreement

On October 4, 2004, BellSouth Corporation entered into a Credit Agreement (the "
Agreement") with JPMorgan Chase Bank, Lehman Commercial Paper Inc., Citibank,
N.A., Goldman Sachs Credit Partners L.P., Morgan Stanley Bank, Morgan Stanley
Senior Funding, Inc. and The Royal Bank of Scotland plc, as Lenders, and
JPMorgan Chase Bank, as Administrative Agent.  The Agreement provides for
commitments in the aggregate principal amount of $9 billion and matures on
October 3, 2005.

Along with a separate credit agreement that provides the Company with
commitments in the aggregate principal amount of $1.5 billion, the Agreement
acts as a backup facility for the Company's $10.5 billion commercial paper
program.  In addition, loans made pursuant to the Agreement may be used to make
capital contributions to Cingular Wireless Corporation ("Cingular") to finance
BellSouth's portion of the cost of the pending acquisition by Cingular of AT&T
Wireless Services, Inc. (the "Acquisition").  The proceeds of any commercial
paper backstopped by the Agreement will be placed in escrow until the
Acquisition is consummated.

The Agreement provides that the commitments reduce over time as follows:


               Date of Commitment Reduction                                 Amount

A.   Thirty days after consummation of the Acquisition     $1,500,000,000

B.   The second business day following the date of any     The amount of such net cash proceeds
receipt of net cash proceeds (as defined in the Agreement) from such sale up to an aggregate of
pursuant to the Company's agreement to sell its Latin      $3,500,000,000
American operations to Telefonica Moviles

C.  The second business day following (i) the incurrence   The amount of such funded debt or the
of any funded debt (as defined in the Agreement) and (ii)  net proceeds of such issuance of such
the issuance of any equity securities other than pursuant  equity securities
to certain plans described in the Agreement

D.  December 31, 2004                                      $3,200,000,000 less any reductions in
                                                           commitments caused by (B) above and any
                                                           voluntary reductions in commitments.

E.  April 29, 2005                                         $1,300,000,000 less any reductions in
                                                           commitments caused by (B) above and any
                                                           voluntary reductions in commitments, in
                                                           either case only to the extent not
                                                           applied pursuant to (D) above
F.  October 3, 2005                                        Any remaining commitments

Except as described in this paragraph, the Agreement contains no financial
covenants or requirements for compensating balances.  Further, the Agreement
does not contain any provisions that are tied to the ratings assigned to us or
our affiliates.  At the Company's election, any outstanding borrowings may be
converted to a one-year term loan, in which case the debt of the Company and its
consolidated subsidiaries is not permitted, as of the end of any fiscal quarter,
to exceed 300% of consolidated earnings before interest, taxes, depreciation and
amortization for the preceding four quarters.

The Agreement prohibits the Company and its significant subsidiaries from
permitting liens to be placed on their properties or assets except in specified
circumstances.  If BellSouth or any of its subsidiaries, except for its Latin
American entities, defaults on any outstanding debt in excess of $200 million,
and such default results in the acceleration of such debt, then that
acceleration will cause an event of default to occur under the Agreement.  If we
borrow funds under this Agreement, the same event of default clause will become
applicable to certain of BellSouth's Latin American credit facilities. The
Agreement also provides that, unless waived by the banks, an event of default
shall occur if the Acquisition shall not have been consummated on or before
November 18, 2004.

A copy of the Agreement is attached as Exhibit 10xx to this Current Report on
Form 8-K.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant

The information provide in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

10xx     Credit Agreement dated as of October 4, 2004 among BellSouth
Corporation, the Lenders Party Thereto and JPMorgan Chase Bank, As
Administrative Agent

                                   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: ___________________

      Patrick W. Shannon
      Vice President - Finance
      October 6, 2004




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