EXHIBIT 12

BellSouth Corporation

Computation Of Earnings To Fixed Charges

(Dollars In Millions)

	For the Six Months Ended June 30,
	2005	2006
Earnings
Income from continuing operations before provision for income taxes, minority interest, discontinued operations, and cumulative effect of accounting change	$ 2,226	$ 2,467
Equity in (earnings) losses of unconsolidated affiliates	12	(352)
Portion of rental expense representative of interest factor	53	55
Distributed income of equity affiliates	—	—
Interest expense	576	558
Income, as adjusted	$ 2,867	$ 2,728
Fixed Charges
Interest expense	$ 576	$ 558
Interest capitalized	4	6
Portion of rental expense representative of interest factor	53	55
Fixed Charges	$ 633	$ 619
Ratio of Earnings to Fixed Charges	4.53	4.41