EXHIBIT 11

COMPUTATION OF EARNINGS PER SHARE

BELLSOUTH CORPORATION

	For the years ended December 31,
	2001			2002			2003
Earnings Per Share — Basic:
Income From Continuing Operations Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	2,786		$	3,475		$	3,488
Discontinued Operations, net of tax		(339	)		(867	)		101
Cumulative Effect of Changes in Accounting Principle, net of tax		—			(1,285	)		315
Net Income	$	2,447		$	1,323		$	3,904
Weighted Average Shares Outstanding		1,875			1,870			1,848
Earnings Per Common Share Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	1.49		$	1.86		$	1.89
Discontinued Operations, net of tax		(0.18	)		(0.46	)		0.05
Cumulative Effect of Changes in Accounting Principle, net of tax		—			(0.69	)		0.17
Earnings Per Share	$	1.31		$	0.71		$	2.11
Earnings Per Share — Diluted:
Income From Continuing Operations Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	2,786		$	3,475		$	3,488
Discontinued Operations, net of tax		(339	)		(867	)		101
Cumulative Effect of Changes in Accounting Principle, net of tax		—			(1,285	)		315
Net Income	$	2,447		$	1,323		$	3,904
Weighted Average Shares Outstanding		1,875			1,870			1,848
Incremental shares from assumed exercise of stock options and payment of performance share awards		13			6			4
Diluted Shares Outstanding		1,888			1,876			1,852
Earnings Per Common Share Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	1.48		$	1.85		$	1.88
Discontinued Operations, net of tax		(0.18	)		(0.46	)		0.05
Cumulative Effect of Changes in Accounting Principle, net of tax		—			(0.68	)		0.17
Earnings Per Share *	$	1.30		$	0.71		$	2.11

* Earnings per share does not sum due to rounding

68      BELLSOUTH 2004