Amended Statement of Changes of Beneficial Ownership

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 ^* HUFF ROLLA P	2. Issuer Name and Ticker or Trading Symbol EARTHLINK INC [ ELNK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) 175 SULLYS TRAIL, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 7/29/2009
(Street) PITTSFORD, NY 14534 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 7/31/2009	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	7/29/2009		M		1100000	A	$7.31	1233776	D
Common Stock ⁽¹⁾	7/29/2009		F		1011636	D	$8.29	222140	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options ⁽¹⁾	$7.31	7/29/2009		M			1100000	6/25/2008	6/25/2017	Common Stock	1100000	$7.31	870863 ⁽²⁾	D

Explanation of Responses:
( 1)	The Form 4 filed on July 31, 2009 is amended to report that, on July 29, 2009, Mr. Huff exercised 1,100,000 stock options by using existing shares he already owned combined with a "net exercise" procedure and received 88,364 shares of common stock. No shares were sold in the public markets. Mr. Huff was granted these options when he became Chief Executive Officer and President of the Company in June 2007. On exercising these options, Mr. Huff became a stockholder of record with regard to these additional shares of common stock and accordingly will be able to receive the quarterly dividend on these shares that the Company announced on July 28, 2009. Mr. Huff owned 222,140 shares of common stock as of July 29, 2009.
( 2)	Includes options to purchase 400,000 shares of common stock and 470,863 Restricted Stock Units.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HUFF ROLLA P 175 SULLYS TRAIL SUITE 300 PITTSFORD, NY 14534	X		Chief Executive Officer

Signatures
/s/ Rolla P. Huff		9/15/2009
^** 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).
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