EXHIBIT 12

                              BellSouth Corporation
                    Computation Of Earnings To Fixed Charges
                              (Dollars In Millions)





                                              Six Months Ended June 30,          Year ended December 31,
                                                   2001    2000          2000       1999       1998       1997      1996
                                                                                               
1. Earnings

   (a) Income from continuing operations

before deductions for taxes and interest           $3,505    $3,852       $7,926     $6,518    $6,588     $6,182    $5,329

   (b) Portion of rental expense
representative of interest factor                      30        54          105         99        81         91        90

   (c) Equity in losses from less-than-50%
owned investments (accounted for under the
equity method of accounting)                          150        59          142        396        97         78        68

   (d) Excess of earnings over distributions
of less-than-50%-owned investments
(accounted for under the equity method of           (252)      (98)        (707)       (87)      (46)       (85)      (53)
accounting)

         TOTAL                                     $3,433   $3,867        $7,466    $6,926    $6,720      $6,266    $5,434

2. Fixed Charges

   (a) Interest                                      $707      $655       $1,361     $1,059      $867       $783      $739

   (b) Portion of rental expense
representative of interest factor                      30        54          105         99        81         91        90

         TOTAL                                       $737      $709       $1,466     $1,158      $948       $874      $829

   Ratio (1 divided by 2)                            4.66      5.45         5.09       5.98      7.09       7.17      6.55