FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DESIMONE SAMUEL R JR 		2. Issuer Name and Ticker or Trading Symbol

EARTHLINK INC [ ELNK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive VP, General Counsel
(Last)          (First)          (Middle)

C/O EARTHLINK INC, 1375 PEACHTREE STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2012
(Street)

ATLANTA, GA 30309
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   (1) $7.51   2/16/2012     A      76220       2/16/2013   2/16/2022   Common Stock   76220   $7.51   226324   (2) D    
Restricted Stock Units   (3)   (3) 2/16/2012     A      16644       2/16/2015   2/16/2022   Common Stock   16644     (3) 242968   (4) D    

Explanation of Responses:
( 1)  The stock options were acquired under the Company's 2011 Equity and Cash Incentive Plan. The stock options vest ratably over four years and have an exercise period of ten years.
( 2)  Includes options to purchase 194,658 shares of common stock and 31,666 Restricted Stock Units.
( 3)  The Restricted Stock Units were acquired under the Company's 2011 Equity and Cash Incentive Plan. The Restricted Stock Units vest and become exercisable as follows: 75% are earned based on successful completion on established dates during 2012 and 2013 of certain Company performance objectives related to building the Company's platform for strategic growth, with full vesting on the third anniversary of the grant date (assuming continued employment) and 25% of the RSUs would be earned in February 2015 based on the Company's achieving full year business segment organic growth in 2014 compared to 2013.
( 4)  Includes options to purchase 194,658 shares of common stock and 48,310 Restricted Stock Units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DESIMONE SAMUEL R JR
C/O EARTHLINK INC
1375 PEACHTREE STREET
ATLANTA, GA 30309

Executive VP, General Counsel

Signatures
/s/ Samuel R. DeSimone, Jr. 2/21/2012
** 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 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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