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Title: BELLSOUTH CORPORATION $700,000,000 6.00% Notes due 2034
Date: 11/10/2004
Industry: Communications Services     Sector: Services

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                                                                     Exhibit 4-c



Unless this certificate is presented by an authorized representative of The

Depository Trust Company, a New York corporation ("DTC"), to the issuer or its

agent for registration of transfer, exchange or payment, and any certificate

issued is registered in the name of Cede & Co. or such other name as is

requested by an authorized representative of The Depository Trust Company (and

any payment is made to Cede & Co. or to such other entity as is requested by an

authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR


hereof, Cede & Co., has an interest herein.


No. __                                                                $___________

CUSIP No. 079860AK8



                              BELLSOUTH CORPORATION


                        $700,000,000 6.00% Notes due 2034


         BellSouth Corporation, a Georgia corporation (herein referred to as the

"Company"), for value received, hereby promises to pay to Cede & Co., or its

registered assigns, the principal sum of ____________ million ($___________)

Dollars on November 15, 2034, at the office or agency of the Company in The City

of New York, New York, in such coin or currency of the United States of America

as at the time of payment shall be legal tender for the payment of public and

private debts, and to pay interest, on May 15 and November 15 (each, an

"Interest Payment Date"), commencing May 15, 2005, on said principal sum at the

rate per annum specified in the title of this Note, at said office or agency, in

like coin or currency, from the most recent Interest Payment Date to which

interest on the Notes has been paid preceding the date hereof (unless the date

hereof is an Interest Payment Date to which interest has been paid, in which

case from the date hereof, or unless the date hereof is prior to the first

payment of interest, in which case from November 15, 2004) until payment of said

principal sum has been made or duly provided for. The interest so payable on any

Interest Payment Date, and punctually paid or duly provided for, will, as

provided in the Indenture referred to on the reverse hereof, be paid to the

person in whose name this Note (or any predecessor Note) shall be registered at

the close of business on the May 1 prior to such May 15 or the November 1 prior

to such November 15 (each such date, a "Regular Record Date"), as the case may

be, unless such Regular Record Date shall not be a business day (which shall be

any day other than a "Legal Holiday" as defined in said Indenture), in which

event the business day next preceding. Any such interest not so punctually paid

or duly provided for will forthwith cease to be payable to the Holder on such

Regular Record Date and may either be paid to the Person in whose name this Note

(or one or more predecessor Notes) is registered at the close of business on a

special record date (a "Special Record Date") for the payment of such Defaulted

Interest to be fixed by the Trustee, notice whereof shall be given to Holders of

Notes of this series not less than 15 days prior to such Special Record Date, or

be paid at any time in any other lawful manner not inconsistent with the

requirements of any securities exchange on which the Notes of this series may be

listed, and upon such notice as may be required by such exchange, all as more

fully provided in said Indenture.


         So long as this Note is registered in the name of Cede & Co., payments

of interest hereon shall be made in immediately available funds; otherwise,

payments of interest may be made at the option of the Company by check or draft

mailed to the address of the person entitled thereto at such address as shall

appear on the Note register.


         Reference is hereby made to the further provisions of this Note set

forth on the reverse hereof and such further provisions shall for all purposes

have the same effect as though fully set forth in this place.


         This Note shall not be valid or become obligatory for any purpose until

the appropriate certificate of authentication hereon shall have been executed by

or on behalf of the Trustee under the Indenture referred to on the reverse





         IN WITNESS WHEREOF, BellSouth Corporation has caused this Instrument to

be signed by its President or one of its Vice Presidents and by its Treasurer,

an Assistant Treasurer, Secretary or Assistant Secretary, each by a facsimile of

his signature, and has caused a facsimile of its corporate seal to be affixed

hereunto or imprinted hereon.


         Dated November 15, 2004


                                             BELLSOUTH CORPORATION





                                                    Lynn Wentworth

                                                    Vice President and Treasurer




                                                    Marcy A. Bass

                                                    Assistant Secretary








                          Certificate of Authentication



         This is one of the Notes described in the within-mentioned Indenture.



                                             The Bank of New York, as Trustee





                                                      Authorized Signatory












                               BELLSOUTH CORPORATION


         This Note is one of a duly authorized series of Notes of the Company,

designated as set forth on the face hereof (including the Additional Notes

referred to below, herein referred to as the "Notes"), initially limited to the

aggregate principal amount of $700,000,000, all issued or to be issued under and

pursuant to an indenture dated as of August 15, 2001 (the "Indenture"), duly

executed and delivered by the Company to The Bank of New York, as trustee

(herein referred to as the "Trustee"), to which Indenture and all indentures

supplemental thereto reference is hereby made for a description of the rights,

limitations of rights, obligations, duties and immunities thereunder of the

Trustee, the Company and the Holders (the words "Holders" or "Holder" meaning

the registered holders or registered holder) of the Notes and the terms upon

which the Notes are to be authenticated and delivered.


         The Company may issue additional notes (the "Additional Notes") under

the Indenture having the same terms in all respects as the Notes (or in all

respects except for the payment of interest on the Notes (i) scheduled and paid

prior to the date of issuance of such Additional Notes or (ii) payable on the

first Interest Payment Date following such date of issuance). Such Additional

Notes shall be treated as part of the same series as the Notes for all purposes

under the Indenture and shall vote together with the Notes as part of the same



         In case an Event of Default, as defined in the Indenture, with respect

to the Notes shall have occurred and be continuing, the principal hereof may be

declared, and upon such declaration, shall become due and payable, in the

manner, with the effect and subject to the conditions provided in the Indenture.


         The Indenture permits, with certain exceptions as therein provided, the

amendment thereof and the modification of the rights and obligations of the

Company and the rights of the Holders of the Notes at any time by the Company

and th

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