BELLSOUTH CORP
8-K, 2000-10-19
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D. C. 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 19, 2000

                        BELLSOUTH CORPORATION
          (Exact name of registrant as specified in its charter)


         Georgia                 1-8607            58-1533433
       (State or other          (Commission      (IRS Employer
       jurisdiction of           File Number)     Identification
       incorporation)                                 No.)


Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia    30309-3610
       (Address of principal executive offices)               (Zip Code)


         Registrant's telephone number, including area code
                            (404) 249-2000
<PAGE>

Item 5.  Other Events

Third Quarter 2000 Earnings
On October 19, 2000, BellSouth announced earnings for the third quarter
of  2000.   See  Exhibit 99 for a complete copy of the related  press
release.

Earnings  Guidance
BellSouth is targeting  EPS growth in the 10% - 12% range for 2000 and 13% - 15%
for 2001. For 2000, total operating revenue growth of 8 -10% and total operating
expense growth of 7% - 9% are estimated. Telco revenue growth is targeted in the
5-7% range and telco expense in the 4.5%-6.5% range. Data revenues are estimated
to grow near 30%. DSL customers  are  projected to be at 200K at year-end  2000,
and  internet   customers  are  projected  to  be  around  1  million.   Capital
expenditures  are  targeted  to be in the $6.0 -- $6.5  billion  range for 2000,
excluding  capitalized  software  of around  $500  million.  For 2001,  capex is
estimated in the range of $5.5 -- $6.0 billion, including capitalized software.

------------------------------------------------------------------------------
Cautionary Language Concerning Forward-Looking Statements
------------------------------------------------------------------------------

In addition to historical  information,  this document contains  forward-looking
statements  regarding  events and  financial  trends  that may affect our future
operating results, financial position and cash flows. These statements are based
on our assumptions and estimates and are subject to risks and uncertainties. For
these statements, we claim the protection of the safe harbor for forward-looking
statements  provided by the Private  Securities  Litigation  Reform Act of 1995.
Factors that could affect future operating results,  financial position and cash
flows and could cause actual results to differ  materially  from those expressed
in the forward-looking statements are:

o    a change in economic conditions in domestic or international  markets where
     we operate or have material  investments  which would affect demand for our
     services;

o    a decrease in the growth rate of demand for the services which we offer;

o    the intensity of competitive  activity and its resulting  impact on pricing
     strategies and product offerings;

o    protracted delay in our entry into the interLATA long distance market;

o    higher than anticipated  start-up costs or significant up-front investments
     associated with new business initiatives;

o    unanticipated higher capital spending from, or delays in, the deployment of
     new technologies; and

o    unsatisfactory  results in  regulatory  actions  including  access  reform,
     universal service, terms of interconnection, unbundled network elements and
     resale rates.

This  list  of  cautionary  statements  is  not  exhaustive.   These  and  other
developments  could  cause our actual  results to differ  materially  from those
forecast or implied in the forward-looking  statements. You are cautioned not to
place undue reliance on these forward-looking statements, which are current only
as of the date of this filing.  We have no obligation,  and we do not intend, to
publicly  release  the  results  of  any  revisions  to  these   forward-looking
statements to reflect events or circumstances after the date of this filing.




Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.

  99           Press Release - Third Quarter 2000 Earnings

<PAGE>


                              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:  /s/ W. Patrick Shannon
      W. Patrick Shannon
      Vice President and Controller
      October 19, 2000







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