<PAGE>

As filed with the Securities and Exchange          Registration No. 333-________
Commission on February 10, 2000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ------------------


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               -------------------

                                 EARTHLINK, INC.
               (Exact name of issuer as specified in its charter)

          Delaware                                     58-22511877
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                        1430 West Peachtree Street, N.W.
                                    Suite 400
                             Atlanta, Georgia 30309
                    (Address of principal executive offices)

                               -------------------

                                 EARTHLINK, INC.
                               STOCK OPTION PLANS
                            (Full Title of the Plans)

                               -------------------



                              Samuel DeSimone, Jr.
                                    Secretary
                                 EarthLink, Inc.
                        1430 West Peachtree Street, N.W.
                                    Suite 400
                             Atlanta, Georgia 30309
                                 (404) 815-0770

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                        Proposed maximum      Proposed maximum
      Title of securities            Amount to be        offering price           aggregate           Amount of
       to be registered             registered (1)        per share(2)        offering price(2)   registration fee
--------------------------------- ------------------- --------------------- --------------------- ------------------
<S>                               <C>                 <C>                   <C>                   <C>
Common Stock, $.01 par value.....  12,534,499 shares         $27.88             $349,461,832          $92,257.44
====================================================================================================================
</TABLE>

         (1) Pursuant to Rule 416(a) the number of shares of Common Stock
registered hereunder includes such indeterminate number of additional shares of
Common Stock as may be offered or issued in the future to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

         (2) Estimated solely for the purpose of computing the registration
fee. This amount was calculated pursuant to Rule 457(c) on the basis of
$27.88 per share, which was the closing price of the Registrant's Common
Stock on February 9, 2000, as reported in The Wall Street Journal.

================================================================================


<PAGE>

                              EXPLANATION STATEMENT

         This Registration Statement on Form S-8 is being filed by EarthLink,
Inc., a Delaware corporation (the "Company"), to register 12,534,499 shares
of the Company's common stock, $.01 par value per share ("Common Stock")
under three stock option plans (the EarthLink, Inc. Stock Option Plans)
utilized to govern the stock options granted to former stockholders of
EarthLink Network, Inc. and MindSpring Enterprises, Inc. prior to their
merger on February 4, 2000.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees of the Registrant as required by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which reregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Each share of EarthLink, Inc. common stock entitles its holder to one
vote on all matters required or permitted to be voted on by EarthLink, Inc. The
terms of the Common Stock do not contain any conversion or redemption rights or
rights to subscribe for more securities of EarthLink, Inc. Holders of Common
Stock have no right to cumulate votes in the election of directors. Holders of
Common Stock are entitled to receive dividends if declared by the Company's
board of directors out of funds legally available for distribution. Upon the
liquidation of the Company, the holders of Common Stock will be entitled,
subject to the rights of the holders of any outstanding preferred stock of the
Company, to receive pro rata all assets, if any, of the Company available for
distribution after the payment of expenses and all prior claims.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the General Corporation Law of the State of
Delaware, as amended, the Registrant has the power to indemnify directors and
officers under certain prescribed circumstances and subject to certain
limitations against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceeding,

                                      II-2

<PAGE>

whether civil, criminal, administrative or investigative, to which any of them
is a party by reason of his or her being a director or officer of the Registrant
if it is determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provision.

         Article 6 of the Registrant's Certificate of Incorporation generally
permits indemnification of directors and Article XII of the Registrant's By-laws
generally permits indemnification of directors, officers and employees to the
fullest extent authorized by the General Corporation Law of the State of
Delaware. In addition, the Company maintains customary directors' and officers'
liability insurance.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:

<TABLE>
<CAPTION>
    EXHIBIT NO.                          DESCRIPTION
    -----------                          -----------
<S>                  <C>
        4.1           Amended and Restated Certificate of Incorporation.

        4.2           Bylaws.

        4.3           Specimen Stock Certificate.

        4.4           Stock Option Plan (EarthLink Network, Inc.).

        4.5           Amended and Restated Stock Option Plan (MindSpring Enterprises, Inc.)

        4.6           Directors Stock Option Plan (MindSpring Enterprises, Inc.).

         5            Opinion of Hunton & Williams, as counsel with respect to
                      the securities being registered.

        23.1          Consent of Hunton & Williams (included in Exhibit 5).

         24           Power of Attorney (see signature pages to this Registration
                      Statement).
</TABLE>

                                      II-3
<PAGE>

ITEM 9.   UNDERTAKINGS.

         (a)      The Company hereby undertakes:

                  1. To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement.

                  2. That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial BONA FIDE offering thereof.

                  3. To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,


                                      II-4

<PAGE>

unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                      II-5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Atlanta, Georgia on this 10th day of February, 2000.

                                      EARTHLINK, INC.


                                      By: /s/ Charles G. Betty
                                          ------------------------------
                                          Charles G. Betty
                                          Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles G. Betty and Samuel
DeSimone as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents n connection therewith, with the Securities
and Exchange Commission, granting unto each of said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
required or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or their
substitutes, could lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on February 10, 2000 by the following persons in
the capacities indicated.


/s/ Charles G. Betty
------------------------------      Chief Executive Officer and Director
Charles G. Betty                    (principal executive officer)

/s/ Grayson L. Hoberg
------------------------------      Chief Financial Officer
Grayson L. Hoberg                   (principal financial and principal
                                    accounting officer)

/s/ Charles M. Brewer
------------------------------      Chairman of the Board of Directors
Charles M. Brewer

/s/ Michael S. McQuary
------------------------------      President and Director
Michael S. McQuary

/s/ Sky D. Dayton
------------------------------      Director
Sky D. Dayton

/s/ Linwood A. Lacy, Jr.
------------------------------      Director
Linwood A. Lacy, Jr.

/s/ Campbell B. Lanier, III
------------------------------      Director
Campbell B. Lanier, III

<PAGE>


/s/ William H. Scott, III
------------------------------      Director
William H. Scott, III

/s/ William T. Esrey
------------------------------      Director
William T. Esrey

/s/ Reed E. Slatkin
------------------------------      Director
Reed E. Slatkin

/s/ Len J. Lauer
------------------------------      Director
Len J. Lauer


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
    EXHIBIT NO.                         DESCRIPTION
    -----------                         -----------
<S>                  <C>
        4.1           Amended and Restated Certificate of Incorporation.

        4.2           Bylaws.

        4.3           Specimen Stock Certificate.

        4.4           Stock Option Plan (EarthLink Network, Inc.).

        4.5           Amended and Restated Stock Option Plan (MindSpring Enterprises, Inc.)

        4.6           Directors Stock Option Plan (MindSpring Enterprises, Inc.).

         5            Opinion of Hunton & Williams, as counsel with respect to the securities being registered.

        23.1          Consent of Hunton & Williams (included in Exhibit 5).

         24           Power of Attorney (see signature pages to this Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17586}]
{"company-data": {"conformed-name": "EARTHLINK INC", "cik": "0001102541", "assigned-sic": "7370", "irs-number": "582511877", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30024", "film-number": "531228"}, "business-address": {"street1": "1430 WEST PEACHTREE STREET NW", "street2": "SUITE 400", "city": "ATLANTA", "state": "GA", "zip": "30309-", "phone": "(404)-888-4007"}, "mail-address": {"street1": "3100 NEW YORK DRIVE", "city": "PASADENA", "state": "CA", "zip": "91107"}, "former-company": {"former-conformed-name": "WWW HOLDINGS INC", "date-changed": "20000104"}}
As filed with the Securities and Exchange          Registration No. 333-________
Commission on February 10, 2000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               -------------------

                                 EARTHLINK, INC.
               (Exact name of issuer as specified in its charter)

          Delaware                                     58-22511877
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                        1430 West Peachtree Street, N.W.
                                    Suite 400
                             Atlanta, Georgia 30309
                    (Address of principal executive offices)

                               -------------------

                                 EARTHLINK, INC.
                               STOCK OPTION PLANS
                            (Full Title of the Plans)

                               -------------------

                              Samuel DeSimone, Jr.
                                    Secretary
                                 EarthLink, Inc.
                        1430 West Peachtree Street, N.W.
                                    Suite 400
                             Atlanta, Georgia 30309
                                 (404) 815-0770

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                        Proposed maximum      Proposed maximum
      Title of securities            Amount to be        offering price           aggregate           Amount of
       to be registered             registered (1)        per share(2)        offering price(2)   registration fee
--------------------------------- ------------------- --------------------- --------------------- ------------------
Common Stock, $.01 par value.....  12,534,499 shares         $27.88             $349,461,832          $92,257.44
====================================================================================================================
(1) Pursuant to Rule 416(a) the number of shares of Common Stock
registered hereunder includes such indeterminate number of additional shares of
Common Stock as may be offered or issued in the future to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

         (2) Estimated solely for the purpose of computing the registration
fee. This amount was calculated pursuant to Rule 457(c) on the basis of
$27.88 per share, which was the closing price of the Registrant's Common
Stock on February 9, 2000, as reported in The Wall Street Journal.

================================================================================
EXPLANATION STATEMENT

         This Registration Statement on Form S-8 is being filed by EarthLink,
Inc., a Delaware corporation (the "Company"), to register 12,534,499 shares
of the Company's common stock, $.01 par value per share ("Common Stock")
under three stock option plans (the EarthLink, Inc. Stock Option Plans)
utilized to govern the stock options granted to former stockholders of
EarthLink Network, Inc. and MindSpring Enterprises, Inc. prior to their
merger on February 4, 2000.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees of the Registrant as required by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which reregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Each share of EarthLink, Inc. common stock entitles its holder to one
vote on all matters required or permitted to be voted on by EarthLink, Inc. The
terms of the Common Stock do not contain any conversion or redemption rights or
rights to subscribe for more securities of EarthLink, Inc. Holders of Common
Stock have no right to cumulate votes in the election of directors. Holders of
Common Stock are entitled to receive dividends if declared by the Company's
board of directors out of funds legally available for distribution. Upon the
liquidation of the Company, the holders of Common Stock will be entitled,
subject to the rights of the holders of any outstanding preferred stock of the
Company, to receive pro rata all assets, if any, of the Company available for
distribution after the payment of expenses and all prior claims.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the General Corporation Law of the State of
Delaware, as amended, the Registrant has the power to indemnify directors and
officers under certain prescribed circumstances and subject to certain
limitations against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceeding,

                                      II-2
whether civil, criminal, administrative or investigative, to which any of them
is a party by reason of his or her being a director or officer of the Registrant
if it is determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provision.

         Article 6 of the Registrant's Certificate of Incorporation generally
permits indemnification of directors and Article XII of the Registrant's By-laws
generally permits indemnification of directors, officers and employees to the
fullest extent authorized by the General Corporation Law of the State of
Delaware. In addition, the Company maintains customary directors' and officers'
liability insurance.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
EXHIBIT NO.                          DESCRIPTION
    -----------                          -----------
4.1           Amended and Restated Certificate of Incorporation.

        4.2           Bylaws.

        4.3           Specimen Stock Certificate.

        4.4           Stock Option Plan (EarthLink Network, Inc.).

        4.5           Amended and Restated Stock Option Plan (MindSpring Enterprises, Inc.)

        4.6           Directors Stock Option Plan (MindSpring Enterprises, Inc.).

         5            Opinion of Hunton & Williams, as counsel with respect to
                      the securities being registered.

        23.1          Consent of Hunton & Williams (included in Exhibit 5).

         24           Power of Attorney (see signature pages to this Registration
                      Statement).
II-3
ITEM 9.   UNDERTAKINGS.

         (a)      The Company hereby undertakes:

                  1. To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement.

                  2. That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial BONA FIDE offering thereof.

                  3. To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,

                                      II-4
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Atlanta, Georgia on this 10th day of February, 2000.

                                      EARTHLINK, INC.

                                      By: /s/ Charles G. Betty
                                          ------------------------------
                                          Charles G. Betty
                                          Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles G. Betty and Samuel
DeSimone as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents n connection therewith, with the Securities
and Exchange Commission, granting unto each of said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
required or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or their
substitutes, could lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on February 10, 2000 by the following persons in
the capacities indicated.

/s/ Charles G. Betty
------------------------------      Chief Executive Officer and Director
Charles G. Betty                    (principal executive officer)

/s/ Grayson L. Hoberg
------------------------------      Chief Financial Officer
Grayson L. Hoberg                   (principal financial and principal
                                    accounting officer)

/s/ Charles M. Brewer
------------------------------      Chairman of the Board of Directors
Charles M. Brewer

/s/ Michael S. McQuary
------------------------------      President and Director
Michael S. McQuary

/s/ Sky D. Dayton
------------------------------      Director
Sky D. Dayton

/s/ Linwood A. Lacy, Jr.
------------------------------      Director
Linwood A. Lacy, Jr.

/s/ Campbell B. Lanier, III
------------------------------      Director
Campbell B. Lanier, III
/s/ William H. Scott, III
------------------------------      Director
William H. Scott, III

/s/ William T. Esrey
------------------------------      Director
William T. Esrey

/s/ Reed E. Slatkin
------------------------------      Director
Reed E. Slatkin

/s/ Len J. Lauer
------------------------------      Director
Len J. Lauer
EXHIBIT INDEX
EXHIBIT NO.                         DESCRIPTION
    -----------                         -----------
4.1           Amended and Restated Certificate of Incorporation.

        4.2           Bylaws.

        4.3           Specimen Stock Certificate.

        4.4           Stock Option Plan (EarthLink Network, Inc.).

        4.5           Amended and Restated Stock Option Plan (MindSpring Enterprises, Inc.)

        4.6           Directors Stock Option Plan (MindSpring Enterprises, Inc.).

         5            Opinion of Hunton & Williams, as counsel with respect to the securities being registered.

        23.1          Consent of Hunton & Williams (included in Exhibit 5).

         24           Power of Attorney (see signature pages to this Registration Statement).