EXHIBIT 11

COMPUTATION OF EARNINGS PER SHARE

BELLSOUTH CORPORATION

	For the year ended December 31,
	2003		2004		2005
Earnings Per Share – Basic:
Income From Continuing Operations Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	3,488	$	3,394	$	2,913
Discontinued Operations, net of tax		101		1,364		381
Cumulative Effect of Changes in Accounting Principle, net of tax		315		–		–
Net Income	$	3,904	$	4,758	$	3,294
Weighted Average Shares Outstanding		1,848		1,832		1,823
Earnings Per Common Share Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	1.89	$	1.85	$	1.60
Discontinued Operations, net of tax		0.05		0.74		0.21
Cumulative Effect of Changes in Accounting Principle, net of tax		0.17		–		–
Earnings Per Share*	$	2.11	$	2.60	$	1.81
Earnings Per Share – Diluted:
Income From Continuing Operations Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	3,488	$	3,394	$	2,913
Discontinued Operations, net of tax		101		1,364		381
Cumulative Effect of Changes in Accounting Principle, net of tax		315		–		–
Net Income	$	3,904	$	4,758	$	3,294
Weighted Average Shares Outstanding		1,848		1,832		1,823
Incremental shares from assumed exercise of stock options, vesting of restricted stock awards, and payment of performance share awards		4		4		6
Diluted Shares Outstanding		1,852		1,836		1,829
Earnings Per Common Share Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principle	$	1.88	$	1.85	$	1.59
Discontinued Operations, net of tax		0.05		0.74		0.21
Cumulative Effect of Changes in Accounting Principle, net of tax		0.17		–		–
Earnings Per Share *	$	2.11	$	2.59	$	1.80

* Earnings per share may not sum due to rounding