SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      							April 20, 2005

Mail Stop 0406

Mr. Charles G. Betty
Chief Executive Officer
EarthLink, Inc.
1375 Peachtree St.
Atlanta, Georgia 30309

	RE:	EarthLink, Inc.
      File no. 001-15605
		Form 10-K: For the Year Ended December 31, 2004

Dear Mr. Betty:

	We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited the scope of
our review to the reclassification of your auction rate securities
from cash equivalents to short-term investments.  Where indicated,
we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

 Annual Report on Form 10-K for the Year Ended December 31, 2004

Note 2. Summary of Significant Accounting Policies

Reclassifications, page 72

1. We note that you have made significant changes to your
previously
reported consolidated balance sheets and statements of cash flows
related to reclassifications of auction rate securities from cash
equivalents to short-term investments.  Supplementally, explain to
us
how you determined that prospective disclosure of these changes
was
appropriate and tell us what consideration you gave to
characterizing
these changes as restatements and amending previously filed
Exchange
Act reports.  In addition, tell us how you considered this change
in
concluding that your disclosure controls and procedures were
effective as of December 31, 2004.

Note 6. Investments, pages 77-78

2. We note that you have determined whether to classify your
auction
rate securities as current or noncurrent assets based on the date
of
the next auction.  Supplementally, tell us whether any of the
securities that have been classified as current have long-term
maturity dates.  If so, justify the classification as current by
addressing how you determined that you have a reasonable
expectation
of completing a successful auction within the subsequent twelve-
month
period.  Refer to SFAS 115, paragraph 17 and ARB No. 43, Chapter
3A.
Further, tell us what consideration you gave to disclosing the
actual
maturity dates of these securities and the judgments and
assumptions
involved in determining the classification.

*****

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please respond to these comments within 10 business days and
file your response letter via EDGAR.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

You may contact Christopher White, Staff Accountant, at (202) 942-
8645, Stephen Krikorian, Branch Chief, at (202) 942-2959 or me at
(202) 942-2949 if you have any questions regarding these comments.

							Very truly yours,

							Craig Wilson
							Senior Assistant Chief
Accountant

??

??

??

??

EarthLink, Inc.
April 20, 2005
page 1

</TEXT>
</DOCUMENT>