SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ferguson Bradley A

(Last)

(First)

(Middle)

1375 PEACHTREE STREET

(Street)

ATLANTA

30309

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2008

3. Issuer Name and Ticker or Trading Symbol
EARTHLINK INC [ ELNK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Corporate Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,688	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options⁽¹⁾	07/28/2000	07/28/2008	Common Stock	6,000	$23	D
Stock Options⁽¹⁾	12/18/1999	12/18/2008	Common Stock	2,000	$30.3438	D
Stock Options⁽¹⁾	05/21/2000	05/21/2009	Common Stock	11,118	$39.75	D
Stock Options⁽¹⁾	01/24/2001	01/24/2010	Common Stock	3,000	$28.2508	D
Stock Options⁽¹⁾	02/28/2001	02/28/2010	Common Stock	18,000	$25.125	D
Stock Options⁽¹⁾	07/19/2001	08/29/2010	Common Stock	45,000	$10.0625	D
Stock Options⁽¹⁾	01/24/2003	01/24/2012	Common Stock	20,000	$9.64	D
Stock Options⁽²⁾	10/17/2008	10/17/2012	Common Stock	7,500	$5.1	D
Stock Options⁽¹⁾	12/19/2003	12/19/2012	Common Stock	1	$5.56	D
Stock Options⁽³⁾	07/21/2005	07/21/2014	Common Stock	8,750	$9.01	D
Stock Options⁽²⁾	05/04/2011	05/04/2015	Common Stock	10,000	$9.51	D
Stock Options⁽³⁾	09/12/2006	09/12/2015	Common Stock	10,000	$10.36	D
Stock Options⁽³⁾	10/24/2007	10/24/2016	Common Stock	26,250	$6.9	D
Restricted Stock Units⁽⁴⁾	07/21/2008	07/21/2014	Common Stock	1,000	⁽⁴⁾	D
Restricted Stock Units⁽⁴⁾	09/12/2008	09/12/2015	Common Stock	1,500	⁽⁴⁾	D
Restricted Stock Units⁽⁴⁾	10/24/2008	10/24/2016	Common Stock	8,750	⁽⁴⁾	D
Restricted Stock Units⁽⁵⁾	06/01/2008	08/27/2017	Common Stock	12,000	⁽⁵⁾	D
Restricted Stock Units⁽⁶⁾	02/08/2009	02/08/2018	Common Stock	70,000	⁽⁶⁾	D

Explanation of Responses:

1. These options are fully vested and exercisable.

2. These options vest and become exercisable six years after the date of grant, but were subject to four acceleration clauses if EarthLink met certain operating and financial performance targets.

3. These stock options vest and become exercisable as follows: (i) 25% of the options become exercisable one year after the date of the option grant, and (ii) an additional 6.25% of the options become exercisable each quarter thereafter until fully vested.

4. The Restricted Stock Units vest and become exercisable 50% on the second anniversary date of the date of grant, and 25% on the next two anniversary dates of the date of grant. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

5. The Restricted Stock Units vest and become exercisable 40% on June 1, 2008, and 60% on January 15, 2009. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis

6. The Restricted Stock Units vest and become exercisable as follows: 25% vest one-third a year over a three year period and 75% are dependent on achievement of EarthLink's 2008 free cash flow performance target and then if that target is achieved, 50% of those Restricted Stock Units vest after one additional year of employment following the measurement of such achievement and 50% vest after an additional year of employment.

	/s/ Bradley A. Ferguson	05/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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