BellSouth Corporation
1155 Peachtree Street
Atlanta, Georgia 30309
September 25, 2002
VIA EDGAR
Mr. Barry N. Summer
Assistant Director
U.S. Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3
File No. 333-33466
Dear Mr. Summer:
Pursuant to Rule 477 of the Securities Act of 1933 (the "Act"),
BellSouth Corporation (the "Company"), hereby makes this application to withdraw
the Registration Statement on Form S-3, File No. 333-33466, filed by the Company
on March 29, 2000, together with Amendment No. 1 filed on June 8, 2000, relating
to the proposed offering of shares of a new series of its common stock intended
to reflect the separate performance of its Latin American businesses. The SEC
has not declared the Registration Statement effective, a preliminary prospectus
has not been circulated and none of the common stock under the Registration
Statement has been sold pursuant to the Registration Statement. Due to economic
and political uncertainty in Latin America, we have determined that issuing a
stock that tracks our Latin America business is no longer part of our strategy.
The undersigned, on behalf of the Company pursuant to Rule 478 of the
Act, respectfully requests the SEC to grant the application of the Company to
have the Registration Statement withdrawn pursuant to Rule 477 under the Act and
issue an appropriate order to that effect.
Sincerely yours,
BellSouth Corporation
By: /s/ Raymond E. Winborne Jr.
---------------------------
Raymond E. Winborne Jr.
Agent for Service of
Registration Statement
September 25, 2002
CC: M. Louise Turilli