EXHIBIT 12

BellSouth Corporation

Computation Of Earnings To Fixed Charges

(Dollars In Millions)

	For the Nine Months Ended September 30,
	2005	2006
Earnings
Income from continuing operations before provision for income taxes, minority interest, discontinued operations, and cumulative effect of accounting change	$ 3,435	$ 4,042
Equity in (earnings) losses of unconsolidated affiliates	(85)	(694)
Portion of rental expense representative of interest factor	79	81
Distributed income of equity affiliates	—	—
Interest expense	850	860
Income, as adjusted	$ 4,279	$ 4,289
Fixed Charges
Interest expense	$ 850	$ 860
Interest capitalized	6	8
Portion of rental expense representative of interest factor	79	81
Fixed Charges	$ 935	$ 949
Ratio of Earnings to Fixed Charges	4.58	4.52