02-5429. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the Boston Stock Exchange, Inc. (BellSouth Corporation, Common Stock, $1.00 Par Value) File No. 1-8607

March 1, 2002.

BellSouth, Georgia corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $1.00 par value (“Security”), from listing and registration on the Boston Exchange, Inc. (“BSE” or “Exchange”).

The Issuer stated in its application that it has complied with the Rules of the BSE that governs the removal of securities from listing and registration on the Exchange. In making the decision to withdraw the Security from listing and registration on the BSE, the Issuer considered the direct and indirect cost associated with maintaining multiple listing. The Issuer stated in its application that the Security has been listed on the New York Stock Exchange (“NYSE”) since the company began operations in 1983. The Issuer represented that it will maintain its listing on the NYSE.

The Issuer's application relates solely to the Security's withdrawal from listing on the BSE and from registration under section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before March 20, 2002 submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the BSE and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 1 (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 1 (b).

4.  15 U.S.C. 78 1 (g).

5.  17 CFR 200.30-3(a)(1).