EXHIBIT 12

BellSouth Corporation  Computation Of Earnings To Fixed Charges  (Dollars In Millions)

|                 |                                                                                                                                    | For the years ended December 31, |      
|---------------- | ---------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | -----
|
|1. Earnings      |                                                                                                                                    |                                  |      
|                 | (a) Income from continuing operations before deductions for taxes and interest                                                     |                                  | $    
|                 | (b) Portion of rental expense representative of interest factor                                                                    |                                  |      
|                 | (c) Equity in losses from less-than-50% owned investments (accounted for under the equity method of accounting)                    |                                  |      
|                 | (d) Excess of earnings over distributions of less-than-50%-owned investments (accounted for under the equity method of accounting) |                                  |      
|                 |                                                                                                                                    |                                  |      
|                 |                                                                                                                                    |                                  | TOTAL
|                 |                                                                                                                                    |                                  |      
|2. Fixed Charges |                                                                                                                                    |                                  |      
|                 | (a) Interest                                                                                                                       |                                  | $    
|                 | (b) Portion of rental expense representative of interest factor                                                                    |                                  |      
|                 |                                                                                                                                    |                                  |      
|                 |                                                                                                                                    |                                  | TOTAL
|                 |                                                                                                                                    |                                  |      
|                 | Ratio (1 divided by 2)                                                                                                             |                                  |      
|                 |                                                                                                                                    |                                  |      

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