BELLSOUTH CORP
EXHIBIT 10R-5
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form10q33104ex10r5.txt
<DESCRIPTION>EXHIBIT 10R-5
<TEXT>

                                                                   Exhibit 10r-5

                                 THIRD AMENDMENT
                                     TO THE
                              BELLSOUTH CORPORATION
                      TRUST UNDER EXECUTIVE BENEFIT PLAN(S)



         THIS THIRD AMENDMENT to the BellSouth Corporation Trust Under Executive
Benefit Plan(s) (the "Trust Agreement") is made this 15th day of March, 2004, by
and between BellSouth Corporation, a Georgia corporation ("Company"), and The
Northern Trust Company, an Illinois corporation of Chicago, Illinois
("Trustee"):

         WHEREAS, Company and Bankers Trust Company, a New York Corporation
("Bankers Trust"), first executed the Trust Agreement on May 23, 1996; and

         WHEREAS, Company on November 1, 2003, appointed Trustee as successor
trustee to Bankers Trust Company; and

         WHEREAS, Company and Trustee, effective November 1, 2003, executed a
First Amendment to the Trust Agreement; and

         WHEREAS, Company and Trustee, effective December 17, 2003, executed a
Second Amendment to the Trust Agreement; and

         WHEREAS, Company and Trustee now desire to amend further the Trust
Agreement, pursuant to Section 12 of the Trust Agreement;

         NOW, THEREFORE, the section of the Trust Agreement set forth below is
amended as follows, but all other sections of the Trust Agreement shall remain
in full force and effect:

                                       1.

         Section 9 is hereby amended by adding at the end thereof the following
new sentence:

                  "In addition, with respect to any third party engaged by the
                  Company to provide services, including but not limited to,
                  actuarial, accounting, recordkeeping, or legal services, for
                  the Trust or the Plan(s), the Company shall direct the Trustee
                  to pay such third party's reasonable administrative expenses
                  (including reasonable compensation) from the Trust to the
                  extent not paid by Company."

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         IN WITNESS WHEREOF, Company and Trustee have caused this Amendment to
be executed and their respective corporate seals to be affixed and attested by
their corporate officers on the day and year first written above.


                               BELLSOUTH CORPORATION



                               By: /s/ Lynn Wentworth
                               Its:  Chairman, Trust Asset Management Committee


ATTEST:

/s/ Marcy A. Bass
Its: Senior Corporate Counsel & Asst. Corporate Secretary


         (CORPORATE SEAL)


         The undersigned, Marcy A. Bass, does hereby certify that he/she is the
duly elected, qualified and acting Assistant Corporate Secretary of BellSouth
Corporation ("Company") and further certifies that the person whose signature
appears above is a duly elected, qualified and acting officer of Company with
full power and authority to execute this Trust Amendment on behalf of Company
and to take such other actions and execute such other documents as may be
necessary to effectuate this Trust Amendment.


/s/ Marcy A. Bass
Senior Corporate Counsel and
Assistant Corporate Secretary
BellSouth Corporation

                                            THE NORTHERN TRUST COMPANY


                                            By: /s/ Anita L. Bender
                                            Its:  Vice President

ATTEST:
Its: /s/ Helen M. Stirk








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</DOCUMENT>
