EXHIBIT 11

BellSouth Corporation  Computation of Earnings Per Share

|                                                                                                  |  | For the years ended December 31,
|------------------------------------------------------------------------------------------------- |  | --------------------------------
|
|Earnings Per ShareBasic:                                                                         |  |                                 
|Income Before Extraordinary Losses                                                                |  | $                               
|Extraordinary Loss on Early Extinguishment of Debt, net of tax                                    |  |                                 
|                                                                                                  |  |                                 
|Net Income                                                                                        |  | $                               
|                                                                                                  |  |                                 
|Weighted average shares outstanding                                                               |  |                                 
|                                                                                                  |  |                                 
|Earnings Per Common Share Before Extraordinary Losses                                             |  | $                               
|Extraordinary Loss on Early Extinguishment of Debt, net of tax                                    |  |                                 
|                                                                                                  |  |                                 
|Earnings Per Share                                                                                |  | $                               
|                                                                                                  |  |                                 
|Earnings Per SharesDiluted:                                                                      |  |                                 
|Income Before Extraordinary Losses                                                                |  | $                               
|Extraordinary Loss on Early Extinguishment of Debt, net of tax                                    |  |                                 
|                                                                                                  |  |                                 
|Net Income                                                                                        |  | $                               
|                                                                                                  |  |                                 
|Weighted average shares outstanding                                                               |  |                                 
|Incremental shares from assumed exercise of stock options and payment of performance share awards |  |                                 
|                                                                                                  |  |                                 
|Total Shares                                                                                      |  |                                 
|                                                                                                  |  |                                 
|Earnings Per Common Share Before Extraordinary Losses                                             |  | $                               
|Extraordinary Loss on Early Extinguishment of Debt, net of tax                                    |  |                                 
|                                                                                                  |  |                                 
|Earnings Per Share                                                                                |  | $                               
|                                                                                                  |  |                                 

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