As filed with the Securities and Exchange
Commission on April 24, 1998       Registration No. 333-_______

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933



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


            Delaware                            95-4481766
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)          Identification No.)


                      3100 New York Drive
                            Suite 210
                   Pasadena, California  91107
            (Address of principal executive offices)


           EARTHLINK NETWORK, INC. CONSULTING AGREEMENT
                    (Full title of the plan)


                       Kirsten L. Hansen
           Secretary and Director of Legal Affairs
                      3100 New York Drive
                          Suite 210
               Pasadena, California  91107
                        (626) 296-2400
      (Name, address, including zip code, and telephone number,
             including area code, of agent for service)


                CALCULATION OF REGISTRATION FEE

                              Proposed      Proposed
 Title of       Amount         maximum       maximum        Amount of
securities       to be        offering      aggregate     registration
  to be        registered     price per      offering         fee
registered        (1)          share(2)      price(2)

Common Stock,   10,000         $68.25        $682,500        $201.34
 $.01 par       shares
  value

(1)  Represents shares granted pursuant to an employee benefit
plan as defined in Rule 405.   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 $68.25 per share, which was the average of
the high and low prices of the registrant's Common Stock on the
Nasdaq National Market System on April 24, 1998, as reported in
The Wall Street Journal.


                    Explanation Statement

     This Registration Statement on Form S-8 is being filed
pursuant to General Instruction E of Form S-8 to register 10,000
additional shares of EarthLink Network, Inc. (the "Company")
common stock, $.01 par value per share ("Common Stock") which
have not been registered to date (the "Shares").  The Shares were
issued to Robert L. Zangrillo ("Mr. Zangrillo") as compensation
for consulting services rendered to the Company through New Media
Group, Inc. ("New Media") of which Mr. Zangrillo is the principal
owner.  Such services were rendered pursuant to a Consulting
Agreement between the Company and New Media effective as of
January 8, 1997 (the "Effective Date") under which the Company
agreed to issue to New Media up to 20,000 shares of Common Stock
to be issued in two equal increments of 10,000 shares on each of
the first and second anniversary of the Effective Date (the
"Consulting Agreement").  The Company agreed to exert good faith
efforts to register the Shares on behalf of Mr. Zangrillo, on
Form S-8 upon request by New Media.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.   Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents, filed by the Company with the
Commission are incorporated herein by reference and made a part
hereof:

               (i)   The Company's Annual Report on Form 10-
                     K for the year ended December 31, 1997
                     (File No. 000-20799);
                    
               (ii)  The Company's Current Report on Form 8-
                     K, dated February 17, 1998 (File No.
                     000-20799); and
                    
               (iii) The description of the Company's Common
                     Stock, $.01 par value per share,
                     contained in the Company's Registration
                     Statement on Form 8-A filed on January
                     9, 1997 (Registration No. 000-20799).
                    
     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 deregisters 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.

     Not applicable.

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 Company 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, 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 Company if it is
determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision.

     Article XII of the Company's By-laws generally permits
indemnification of directors and officers to the fullest extent
authorized by the General Corporation Law of the State of
Delaware.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company 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         Description
 No.

4.1*      Amended and Restated Certificate of Incorporation.

4.2**     Bylaws.

4.3***    Specimen Stock Certificate.

4.4       Consulting Agreement dated January 8, 1997, between
          EarthLink Network, Inc. and New Media Group, Inc.

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

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

23.2      Consent of Price Waterhouse LLP, independent accountants.

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


*    Incorporated herein by reference to Exhibit 3.1 in the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
**   Incorporated herein by reference to Exhibit 3.2 of the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
***  Incorporated herein by reference to Exhibit 4.2 of the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
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
                    of 1933, as amended (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,
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.

                        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
Pasadena, California on this 20th day of April, 1998.

                                EARTHLINK NETWORK, INC.
                                
                                
                                By:  /s/  Charles G. Betty
                                  Charles G. Betty
                                  President, Chief Executive
                                  Officer and Director
                                
                      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 Grayson Hoberg 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 in
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 April 20, 1998 by
the following persons in the capacities indicated.

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


/s/ Grayson L. Hoberg            Vice President, Finance and Chief 
Grayson L. Hoberg                Financial Officer (principal financial
Officer                          and accounting officer)


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

                            
/s/ Sidney Azeez                 Director
Sidney Azeez

                                 
/s/ Robert M. Kavner             Director
Robert M. Kavner

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


/s/ Paul McNulty                 Director
Paul McNulty

                               
/s/ Kevin M. O'Donnell           Director
Kevin M. O'Donnell

                                 
/s/ John W. Sidgmore             Director
John W. Sidgmore

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


                       EXHIBIT INDEX

Exhibit
  No.         Description

4.1*          Amended and Restated Certificate of Incorporation.
4.2**         Bylaws.
4.3***        Specimen Stock Certificate.
4.4           Consulting Agreement dated January 8, 1997, between
              EarthLink Network, Inc. and New Media Group, Inc.
5             Opinion of Hunton & Williams with respect to the
              securities being registered.
23.1          Consent of Hunton & Williams (included in Exhibit
              5).
23.2          Consent of Price Waterhouse LLP, independent
              accountants.
24            Power of Attorney (see signature pages to this
              Registration Statement).

*    Incorporated herein by reference to Exhibit 3.1 in the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
**   Incorporated herein by reference to Exhibit 3.2 of the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
***  Incorporated herein by reference to Exhibit 4.2 of the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17114}]
{"company-data": {"conformed-name": "EARTHLINK NETWORK INC", "cik": "0001015580", "assigned-sic": "7372", "irs-number": "954481766", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50963", "film-number": "98600692"}, "business-address": {"street1": "3100 NEW YORK DRIVE", "street2": "SUITE 210", "city": "LOS ANGELES", "state": "CA", "zip": "91107", "phone": "8182962426"}, "mail-address": {"street1": "3100 NEW YORK DR", "street2": "3100 NEW YORK DR", "city": "PASADENA", "state": "CA", "zip": "91107-1501"}}
As filed with the Securities and Exchange
Commission on April 24, 1998       Registration No. 333-_______

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933

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

            Delaware                            95-4481766
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)          Identification No.)

                      3100 New York Drive
                            Suite 210
                   Pasadena, California  91107
            (Address of principal executive offices)

           EARTHLINK NETWORK, INC. CONSULTING AGREEMENT
                    (Full title of the plan)

                       Kirsten L. Hansen
           Secretary and Director of Legal Affairs
                      3100 New York Drive
                          Suite 210
               Pasadena, California  91107
                        (626) 296-2400
      (Name, address, including zip code, and telephone number,
             including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE

                              Proposed      Proposed
 Title of       Amount         maximum       maximum        Amount of
securities       to be        offering      aggregate     registration
  to be        registered     price per      offering         fee
registered        (1)          share(2)      price(2)

Common Stock,   10,000         $68.25        $682,500        $201.34
 $.01 par       shares
  value

(1)  Represents shares granted pursuant to an employee benefit
plan as defined in Rule 405.   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 $68.25 per share, which was the average of
the high and low prices of the registrant's Common Stock on the
Nasdaq National Market System on April 24, 1998, as reported in
The Wall Street Journal.

                    Explanation Statement

     This Registration Statement on Form S-8 is being filed
pursuant to General Instruction E of Form S-8 to register 10,000
additional shares of EarthLink Network, Inc. (the "Company")
common stock, $.01 par value per share ("Common Stock") which
have not been registered to date (the "Shares").  The Shares were
issued to Robert L. Zangrillo ("Mr. Zangrillo") as compensation
for consulting services rendered to the Company through New Media
Group, Inc. ("New Media") of which Mr. Zangrillo is the principal
owner.  Such services were rendered pursuant to a Consulting
Agreement between the Company and New Media effective as of
January 8, 1997 (the "Effective Date") under which the Company
agreed to issue to New Media up to 20,000 shares of Common Stock
to be issued in two equal increments of 10,000 shares on each of
the first and second anniversary of the Effective Date (the
"Consulting Agreement").  The Company agreed to exert good faith
efforts to register the Shares on behalf of Mr. Zangrillo, on
Form S-8 upon request by New Media.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.   Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents, filed by the Company with the
Commission are incorporated herein by reference and made a part
hereof:

               (i)   The Company's Annual Report on Form 10-
                     K for the year ended December 31, 1997
                     (File No. 000-20799);
                    
               (ii)  The Company's Current Report on Form 8-
                     K, dated February 17, 1998 (File No.
                     000-20799); and
                    
               (iii) The description of the Company's Common
                     Stock, $.01 par value per share,
                     contained in the Company's Registration
                     Statement on Form 8-A filed on January
                     9, 1997 (Registration No. 000-20799).
                    
     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 deregisters 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.

     Not applicable.

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 Company 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, 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 Company if it is
determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision.

     Article XII of the Company's By-laws generally permits
indemnification of directors and officers to the fullest extent
authorized by the General Corporation Law of the State of
Delaware.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company 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         Description
 No.

4.1*      Amended and Restated Certificate of Incorporation.

4.2**     Bylaws.

4.3***    Specimen Stock Certificate.

4.4       Consulting Agreement dated January 8, 1997, between
          EarthLink Network, Inc. and New Media Group, Inc.

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

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

23.2      Consent of Price Waterhouse LLP, independent accountants.

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

*    Incorporated herein by reference to Exhibit 3.1 in the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
**   Incorporated herein by reference to Exhibit 3.2 of the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
***  Incorporated herein by reference to Exhibit 4.2 of the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
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
                    of 1933, as amended (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,
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.

                        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
Pasadena, California on this 20th day of April, 1998.

                                EARTHLINK NETWORK, INC.
                                
                                
                                By:  /s/  Charles G. Betty
                                  Charles G. Betty
                                  President, Chief Executive
                                  Officer and Director
                                
                      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 Grayson Hoberg 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 in
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 April 20, 1998 by
the following persons in the capacities indicated.

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

/s/ Grayson L. Hoberg            Vice President, Finance and Chief 
Grayson L. Hoberg                Financial Officer (principal financial
Officer                          and accounting officer)

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

                            
/s/ Sidney Azeez                 Director
Sidney Azeez

                                 
/s/ Robert M. Kavner             Director
Robert M. Kavner

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

/s/ Paul McNulty                 Director
Paul McNulty

                               
/s/ Kevin M. O'Donnell           Director
Kevin M. O'Donnell

                                 
/s/ John W. Sidgmore             Director
John W. Sidgmore

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

                       EXHIBIT INDEX

Exhibit
  No.         Description

4.1*          Amended and Restated Certificate of Incorporation.
4.2**         Bylaws.
4.3***        Specimen Stock Certificate.
4.4           Consulting Agreement dated January 8, 1997, between
              EarthLink Network, Inc. and New Media Group, Inc.
5             Opinion of Hunton & Williams with respect to the
              securities being registered.
23.1          Consent of Hunton & Williams (included in Exhibit
              5).
23.2          Consent of Price Waterhouse LLP, independent
              accountants.
24            Power of Attorney (see signature pages to this
              Registration Statement).

*    Incorporated herein by reference to Exhibit 3.1 in the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
**   Incorporated herein by reference to Exhibit 3.2 of the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).
     
***  Incorporated herein by reference to Exhibit 4.2 of the
     Company's Registration Statement on Form S-1 (Registration
     No. 333-15871).