EXHIBIT 11

COMPUTATION OF EARNINGS PER SHARE

BELLSOUTH CORPORATION

	For the years ended December 31,
	2002			2003		2004
Earnings Per Share — Basic:
Income From Continuing Operations Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	3,475		$	3,488	$	3,394
Discontinued Operations, net of tax		(867	)		101		1,364
Cumulative Effect of Changes in Accounting Principle, net of tax		(1,285	)		315		–
Net Income	$	1,323		$	3,904	$	4,758
Weighted Average Shares Outstanding		1,870			1,848		1,832
Earnings Per Common Share Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	1.86		$	1.89	$	1.85
Discontinued Operations, net of tax		(0.46	)		0.05		0.74
Cumulative Effect of Changes in Accounting Principle, net of tax		(0.69	)		0.17		–
Earnings Per Share*	$	0.71		$	2.11	$	2.60
Earnings Per Share — Diluted:
Income From Continuing Operations Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	3,475		$	3,488	$	3,394
Discontinued Operations, net of tax		(867	)		101		1,364
Cumulative Effect of Changes in Accounting Principle, net of tax		(1,285	)		315		–
Net Income	$	1,323		$	3,904	$	4,758
Weighted Average Shares Outstanding		1,870			1,848		1,832
Incremental shares from assumed exercise of stock options and payment of performance share awards		6			4		4
Diluted Shares Outstanding		1,876			1,852		1,836
Earnings Per Common Share Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	1.85		$	1.88	$	1.85
Discontinued Operations, net of tax		(0.46	)		0.05		0.74
Cumulative Effect of Changes in Accounting Principle, net of tax		(0.68	)		0.17		–
Earnings Per Share *	$	0.71		$	2.11	$	2.59

* Earnings per share may not sum due to rounding