<PAGE>
                                          
                                          
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                          
                                     FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                         THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED  MARCH 31, 1999
                                          
                                         OR
                                          
              [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                        THE SECURITIES EXCHANGE ACT OF 1934
                                          

                          COMMISSION FILE NUMBER 000-20799

                              EARTHLINK NETWORK, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                          
          DELAWARE                               58-2389244
  (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                  3100 NEW YORK DRIVE, PASADENA, CALIFORNIA 91107
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
                                          
                                   (626) 296-2400
                   (REGISTRANT'S TELEPHONE, INCLUDING AREA CODE)
                                ____________________

          Securities registered pursuant to Section 12(b) of the Act: NONE
                                          
             Securities registered pursuant to Section 12(g) of the Act:  
                            Common Stock, $.01 par value
                                ____________________

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X  No 
                                        ---    ---


 There were 31,861,189 shares of Common Stock outstanding as of March 31, 1999.
                                          
<PAGE>
                                          
                              EARTHLINK NETWORK, INC.
                           QUARTERLY REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED  MARCH 31, 1999
                                          
                                 TABLE OF CONTENTS
                                          
                                       PART I

Item 1.  Financial Statements and Supplementary Data . . . . . . . . . . . .  1

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations. . . . . . . . . . . . . . . . . . . . .  6

Item 3.  Quantitative and Qualitative Disclosures About Market Risk  . . . . 12



                                      PART II

Item 4.  Submission of Matters to a Vote of Security Holders . . . . . . . . 12

Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . 13

<PAGE>


                                    PART I

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                             EARTHLINK NETWORK, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                     ASSETS
<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1998      MARCH 31, 1999
                                                              -----------------      --------------
                                                                  (AUDITED)            (UNAUDITED)
                                                                           (in thousands)
<S>                                                           <C>                    <C>
Current assets:
        Cash and cash equivalents                                 $ 140,864            $ 364,199
        Accounts receivable, net                                      4,779                4,652
        Prepaid expenses                                              4,147                5,399
        Other assets                                                    775                  571
                                                                  ---------            ---------
                   Total current assets                             150,565              374,821
Other long-term assets                                                  564                  475
Property and equipment, net                                          35,206               44,338
Intangibles, net (Note 4)                                            80,006               62,297
                                                                  ---------            ---------
                                                                  $ 266,341            $ 481,931
                                                                  ---------            ---------
                                                                  ---------            ---------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Trade accounts payable                                    $  14,818            $  28,421
        Accrued payroll and related expenses                          8,934                6,587
        Other accounts payable and accrued liabilities               20,372               18,597
        Current portion of capital lease obligations                  8,341                7,634
        Deferred revenue                                              8,831               10,273
                                                                  ---------            ---------
                   Total current liabilities                         61,296               71,512
Long-term debt                                                        7,701                6,388
                                                                  ---------            ---------
                   Total liabilities                                 68,997               77,900

Stockholders' equity:
        Preferred stock                                                  41                   47
        Common stock                                                    291                  319
        Stock subscriptions receivable                               (1,041)                  --
        Additional paid-in capital                                  330,911              562,412
        Warrants to purchase common stock                               597                  597
        Accumulated deficit                                        (133,455)            (159,344)
                                                                  ---------            ---------
                   Total stockholders' equity                       197,344              404,031
                                                                  ---------            ---------
                                                                  $ 266,341            $ 481,931
                                                                  ---------            ---------
                                                                  ---------            ---------
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       1

<PAGE>


                             EARTHLINK NETWORK, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                      ---------------------
                                                      1998             1999
                                                      ----             ----
                                                            (UNAUDITED)
                                                           (in thousands,
                                                      except per share data)
<S>                                                  <C>              <C>
Recurring revenues                                   $ 27,856         $ 64,837
Other revenues                                          1,578            1,422
Incremental revenues                                      392            1,984
                                                     --------         --------
           Total revenues                              29,826           68,243

Cost of recurring revenues                             14,087           28,893
Cost of other revenues                                     36              287 
Sales and marketing                                     7,566           18,717
General and administrative                              4,537            7,783
Operations and member support                           9,540           20,694
Amortization (Note 4)                                      --           17,673
                                                     --------         --------
           Total operating costs and expenses          35,766           94,047
                                                     --------         --------

Loss from operations                                   (5,940)         (25,804)
Interest income                                           223            3,876
Interest expense                                         (687)            (315)
                                                     --------         --------
           Net loss                                    (6,404)         (22,243)
Deductions for accretion dividends (Note 5)                --           (3,646)
                                                     --------         --------
Net loss attributable to common stockholders         $ (6,404)        $(25,889)
                                                     --------         --------
                                                     --------         --------

Basic and diluted net loss per share (Note 3)        $  (0.28)        $  (0.82)
                                                     --------         --------
                                                     --------         --------

Weighted average shares                                22,746          31,393
                                                     --------         --------
                                                     --------         --------
</TABLE>

  The accompanying notes are an integral part of these financial statements

                                       2

<PAGE>


                             EARTHLINK NETWORK, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                                  MARCH 31,
                                                                             ------------------
                                                                           1998              1999
                                                                           ----              ----
                                                                                 (UNAUDITED)
                                                                                (in thousands)
<S>                                                                      <C>               <C>
Net cash provided by operating activities                                $   3,648         $  10,198
                                                                         ---------         ---------

Cash flows from investing activities:
       Purchases of property and equipment                                  (5,664)          (13,726)
       Purchases of intangible assets                                           (9)              --
       Transaction costs                                                    (1,270)              --
                                                                         ---------         ---------
                 Net cash used in investing activities                      (6,943)          (13,726)
                                                                         ---------         ---------

Cash flows from financing activities:
       Proceeds from issuance of notes payable                               1,198               --
       Repayment of notes payable                                              --                (47)
       Proceeds from capital lease obligations                               2,513               469
       Principal payments under capital lease obligations                   (1,894)           (2,490)
       Proceeds from public stock offerings                                    --            183,099
       Proceeds from issuance of redeemable preferred stock                    --             42,622
       Proceeds from liquidation of stock subscription receivable              --              1,041
       Proceeds from stock options and warrants exercised                    1,743             2,169
                                                                         ---------         ---------
                 Net cash provided by financing activities                   3,560           226,863
                                                                         ---------         ---------

Net increase in cash and cash equivalents                                      265           223,335
Cash and cash equivalents, beginning of period                              16,450           140,864
                                                                         ---------         ---------
Cash and cash equivalents, end of period                                 $  16,715         $ 364,199
                                                                         ---------         ---------
                                                                         ---------         ---------
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       3

<PAGE>

                           EARTHLINK NETWORK, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION     

     The condensed consolidated financial statements of EarthLink Network, Inc.,
which include the accounts of its wholly owned subsidiary, EarthLink Operations
Inc., (collectively, "EarthLink" or the "Company") for the three month period
ended March 31, 1999 and the related footnote information are unaudited and have
been prepared on a basis substantially consistent with the Company's audited
financial statements as of December 31, 1998 contained in the Company's Annual
Report on Form 10-K, as filed with the Securities and Exchange Commission (the
"Annual Report").  All significant intercompany transactions have been
eliminated.  These financial statements should be read in conjunction with the
audited financial statements and the related notes thereto contained in the
Company's Annual Report.  In the opinion of management, the accompanying
unaudited financial statements contain all adjustments (consisting of normal
recurring adjustments) which management considers necessary to present fairly
the financial position of the Company at  March 31, 1999 and the results of
operations and of cash flows for the three month period ended March 31, 1999. 
The results of operations for the three month period ended March 31, 1999 are
not necessarily indicative of the results for the entire year ending December
31, 1999.  

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. 
Actual results may differ from those estimates. 
     
2.  RECLASSIFICATIONS

     Certain amounts in prior period financial statements have been reclassified
to conform to the current period presentation. 

 3.  NET LOSS PER SHARE

     The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 128, "Earnings per Share" ("EPS").  SFAS No. 128 requires a dual
presentation of basic and diluted EPS.  Basic EPS represents the weighted
average number of shares outstanding divided into net income attributable to
common stockholders during a reported period.  Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock.  However, the
Company has not included potential common stock in the calculation of EPS as
such inclusion would have an anti-dilutive effect.

4.  INTANGIBLE ASSETS AND AMORTIZATION COSTS

         In June 1998, the Company consummated its strategic alliance with 
Sprint Corporation ("the Sprint Transaction").  The value of intangible 
assets acquired in the Sprint Transaction, aggregating $121.2 million, as of 
March 31, 1999, is being amortized on a straight-line basis over their 
estimated useful lives. During the quarter ended March 31, 1999, the Company 
incurred amortization expense of $17.7 million on these assets.

                                       4

<PAGE>

                              EARTHLINK NETWORK, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    

5.  DEDUCTIONS FOR DIVIDENDS ON CONVERTIBLE PREFERRED STOCK

     The Series A and B Convertible Preferred Stock issued in conjunction 
with the Sprint Transaction will pay liquidation dividends for the first five 
years in the form of increases in its Liquidation Value. The adjustment of 
$3.6 million recorded during the three months ended March 31, 1999 represents 
a liquidation dividend of $2.1 million based on a 3% dividend and the 
accretion of a $1.5 million dividend related to the beneficial conversion 
feature of the Convertible Preferred Stock.

6.   FOLLOW ON OFFERING OF COMMON STOCK

     In January 1999, the Company completed a follow on public offering of 2.4
million shares of its Common Stock at $73.63 per share.  The offering consisted
of 2.3 million shares and an underwriter's over-allotment of 99,000 shares
exercised in February 1999. In conjunction with the offering, Sprint exercised
its preemptive rights to maintain its existing ownership level in the Company. 
Accordingly, Sprint purchased 808,000 shares, of which 201,000 shares were
Common Stock and 607,000 shares were Series B Convertible Preferred Stock. Net
proceeds from the sale of Common Stock were $183.1 million.  Net proceeds from
the sale of Series B Convertible Preferred Stock to Sprint were approximately
$42.6 million.

                                       5

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

     This Report contains certain forward-looking statements with respect to the
Company's operations, industry, financial condition and liquidity.  These
statements, which are typically introduced by phrases such as "the Company
believes", "anticipates", "estimates" or "expects" certain conditions to exist,
reflect management's best current assessment of a number of risks and
uncertainties.  The Company's actual results could differ materially from the
results anticipated in these forward-looking financial statements as a result of
certain factors described in this report.  See "Safe Harbor Statement."

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO
AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES THERETO
CONTAINED IN THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1998.

OVERVIEW
     
     We are a leading Internet service provider, or ISP, providing reliable 
nationwide Internet access and related value-added services to our individual 
and business members. Our member base has grown rapidly, making us one of the 
world's leading ISPs. We believe this growth is the result of our efforts to 
enhance our members' Internet experience through simple, rapid and reliable 
access to the Internet, high quality service and member support and enhanced 
services.   At March 31, 1999, our member base included approximately 
1,155,000 paying members and an additional 69,000 trial accounts.

     We provide our members with a core set of features through our standard
Internet service, which provides unlimited Internet access and several related
services for a $19.95 monthly fee. We also offer a variety of premium services
to both our individual and business members. Recurring revenues, which are
generally paid for in advance with credit cards, consist of monthly fees charged
to members for Internet access and other ongoing services including business Web
site hosting, national ISDN, LAN ISDN, and frame relay connections and, in
certain areas, cable access. We derive incremental revenues by leveraging the
value of our member base and user traffic through promotional and content
partnerships, online advertising, and electronic commerce. We recognize access
fees and certain incremental revenues ratably over the period services are
provided. Other revenues generally represent one-time, non-refundable set up
fees and are recorded as earned. 

     Cost of recurring revenues principally includes telecommunications costs 
and depreciation expense on equipment used in network operations for ongoing 
member services. Fees paid to third party providers for  dial-up access to 
their respective nationwide systems of POPs are included in 
telecommunications costs. Cost of other revenues principally includes 
expenses associated with new member registration and cost of products sold.  
Cost of incremental revenues is immaterial.
 
                                       6

<PAGE>

RESULTS OF OPERATIONS

     The following table sets forth the percentage of total revenues represented
by certain items on the Company's statements of operations for the periods
indicated:
     
<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED
                                                 MARCH 31,
                                            ------------------
                                            1998          1999
                                            ----          ----
<S>                                         <C>           <C>
Revenues:
      Recurring revenues                     94%           95%
      Other revenues                          5             2
      Incremental revenues                    1             3
                                           ----          ----
                Total revenues              100%          100%

Operating costs and expenses:
      Cost of recurring revenues             47            43
      Cost of other revenues                 --            --
      Sales and marketing                    26            28
      General and administrative             15            11
      Operations and member support          32            30
      Amortization (1)                       --            26
                                           ----          ----
                                            120           138
                                           ----          ----
      Loss from operations                  (20)          (38)
      Interest income                         1             6
      Interest expense                       (2)           (1)
                                           ----          ----
                Net loss                    (21%)         (33%)
                                           ----          ----
                                           ----          ----
EBITDA (2)                                  (10%)          (5%)
                                           ----          ----
                                           ----          ----
</TABLE>

---------------
(1)  Represents amortization expense for the quarter ended March 31, 1999,
     related to the intangible assets acquired as part of the June 1998
     Sprint Transaction.
(2)  Represents earnings (loss) before depreciation and amortization,
     interest income and expense and income tax expense.  EBITDA is not
     determined in accordance with generally accepted accounting principles,
     is not indicative of cash used by operating activities and should not
     be considered in isolation from an alternative to, or more meaningful
     than measures of performance determined in accordance with generally
     accepted accounting principles.
 

RECURRING REVENUES

     The Company experienced substantial growth in revenues for the three 
months ended March 31, 1999 as compared to the corresponding period of 1998.  
The increase in recurring revenues of 132% from $27.9 million in the quarter 
ended March 31, 1998 to $64.8 million in the quarter ended March 31, 1999 was 
primarily due to an increase in the Company's member base from 500,000 at 
March 31, 1998 to 1,155,000 at March 31, 1999. 

OTHER REVENUES

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED MARCH 31,
                                -----------------------------------
                                                          INCREASE
                                1998          1999       (DECREASE)
                                ----          ----       ----------
                                         (in thousands)
<S>                            <C>           <C>           <C>
Dial-up set up fees            $  828        $  522        $ (306)
Non dial-up set up fees           750           900           150
                               ------        ------        ------
Total other revenues           $1,578        $1,422        $ (156)
                               ------        ------        ------
                               ------        ------        ------
</TABLE>
                                       7

<PAGE>

     The decrease in dial-up set up fees is primarily due to the Company's
willingness to waive set up fees for dial-up members acquired through certain
affinity marketing partnerships and other programs. The Company expects this
trend to continue for dial-up set up revenues.  EarthLink has continued to
expand its sales of premium services such as Business Web Site Hosting, National
ISDN, LAN ISDN and Frame Relay Connections and cable-modem connections.  As
such, one-time fees for the set up of non dial-up members has increased due to
market demand.  However, management cannot predict whether the Company will
continue to charge set up fees for these premium services. 

INCREMENTAL REVENUES

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED MARCH 31,
                               ---------------------------------------------------------------------
                                                      PERCENT                               PERCENT
                                                      OF TOTAL                              OF TOTAL
                               1998                   REVENUES             1999             REVENUES
                               ----                   --------             ----             --------
                                                 (in thousands, except percentages)
<S>                            <C>                    <C>                  <C>              <C>
Total revenues                $29,826                   100%              $68,243              100%
Incremental revenues              392                     1                 1,984                3
</TABLE>


     The Company continued to focus on deriving additional revenue from 
marketing activities targeted to its active member base.  Incremental 
revenues increased 406% during the three months ended March 31, 1999, as 
compared to the corresponding period of 1998.  The principal component of the 
Company's incremental revenue strategy is its Premier Partnership Program 
through which the Company offers and sells promotional packages that provide 
advertisers with access to the multiple points of contact EarthLink has with 
its members.  The Company also sells content space and advertising on its 
various online properties such as the Personal Start Page and its bi-monthly 
print newsletter, "bLink". 
                     
COST OF RECURRING REVENUES

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED MARCH 31,
                                        -----------------------------------------------------------------
                                                         PERCENT OF                            PERCENT OF
                                                          RECURRING                             RECURRING
                                        1998              REVENUES            1999              REVENUES
                                        ----              ---------           ----              ---------
                                                        (in thousands, except percentages)
<S>                                   <C>                 <C>                <C>                <C>
Recurring revenues                    $27,856                100%            $64,837                100%
Cost of recurring revenues             14,087                 51              28,893                 45
</TABLE>


            Cost of recurring revenues increased 105% during the three months 
ended March 31, 1999, as compared to the corresponding period of 1998, 
primarily due to the corresponding increase in the Company's member base. The 
decrease in the cost of recurring revenues as a percentage of recurring 
revenues was primarily due to the Company's ability to negotiate more 
favorable contracts with third party access providers and to effectively 
manage and, thereby reduce, communications costs per member as the Company 
exploits economies of scale and to reduce per member costs as the total 
member base expanded. This decrease was partially offset by the effect of an 
increase in monthly usage per member from 32.5 hours during the three months 
ended March 31, 1998 to 42.0 hours during the three months ended March 31, 
1999.

                                       8

<PAGE>

COST OF OTHER REVENUES

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED MARCH 31,
                                        ---------------------------------------------------------
                                                       PERCENT                           PERCENT
                                                       OF OTHER                          OF OTHER
                                        1998           REVENUES          1999            REVENUES
                                        ----           --------          ----            --------
                                                   (in thousands, except percentages)
<S>                                     <C>            <C>               <C>             <C>
Royalties                               $ 14               1%            $136               9%
Other                                     22               1%             151              11%
                                        ----              ---            ----              ---
Total cost of other revenues            $ 36               2%            $287              20%
                                        ----              ---            ----              ---
                                        ----              ---            ----              ---
</TABLE>



            Cost of other revenues increased 697% during the three months 
ended  March 31, 1999 as compared to the corresponding period of 1998.  The 
increase is primarily due to increases in the cost of ISDN equipment sold to 
members, the costs of providing advertising , content and electronic commerce 
to certain customers and royalties related to some of the newer products.   

SALES AND MARKETING

            Sales and marketing expenses consist primarily of advertising, 
sales compensation, bounties, communications costs related to trial members 
and the cost of promotional material. Sales and marketing expenses increased 
146% from $7.6 million to $18.7 million during the three month periods ended 
March 31, 1998 and 1999, respectively.  The increase was primarily due to 
management's increased emphasis on organic growth through marketing 
strategies including expanding sales and marketing efforts, increased sales 
commissions and increased marketing personnel headcount. The Company does not 
defer sales, marketing or other direct costs associated with the acquisition 
of members. These costs are expensed as incurred. 

GENERAL AND ADMINISTRATIVE 

            General and administrative expenses consist primarily of costs 
associated with the accounting and human resources departments, professional 
expenses, bad debt, credit card processing and executive compensation. 
General and administrative expenses increased 73% from $4.5 million to $7.8 
million during the three months ended March 31, 1998 and 1999, respectively.  
The increase was primarily due to increases in payroll, depreciation expenses 
and credit card fees. The rise in payroll costs was primarily due to growth 
in headcount.  In October 1998, the Company occupied an additional 55,000 
square feet of its data center facility, and monthly rent increased from 
$66,000 to $92,000. The increase in depreciation expense was due to the 
acquisition of office equipment and the build-out of leasehold improvements. 
The increase in credit card processing fees was due to the increase in the 
Company's member base. 

OPERATIONS AND MEMBER SUPPORT

            Operations and member support expenses consist primarily of costs
associated with technical support and member service, as well as costs
associated with operating the data center and MIS functions to maintain member
accounts. Operations and member support expenses increased 118% from $9.5
million to $20.7 million during the three month periods ended March 31, 1998 and
1999, respectively.  The increase reflects management's focus on retaining
existing members by providing superior services and devoting significant
resources to expanding technical support staff and network operations
capabilities. The number of employees engaged in operations and member support
activities was 683 and 1,328 at March 31, 1998 and 1999, respectively. 

                                       9
<PAGE>

INTEREST EXPENSE

            Interest expense decreased from $687,000 to $315,000 during the 
three months ended  March 31, 1999, as compared to the corresponding period 
of 1998. This was primarily due to the aging of capital lease obligations.  
As capital lease obligations have aged, a greater portion of lease payments 
has been attributed to principal payments rather than interest expense.  
Furthermore, management has been able to obtain lower interest rates on newer 
lease obligations.

INTEREST INCOME

            Interest income increased from $223,000 to $3.9 million for the 
three months ended March 31, 1998 and 1999, respectively.  The increase was 
primarily due to an increase in average cash balances available for 
investment.  

LIQUIDITY AND CAPITAL RESOURCES

            Cash provided by operating activities was $3.6 million and $10.2 
million during the three month periods ended  March 31, 1998 and 1999, 
respectively. During the three months ended March 31, 1998, the Company's net 
loss of $6.4 million was offset by depreciation and amortization expenses of 
$2.9 million and increases in accounts payable and accrued liabilities of 
$7.2 million. In the three month period ended March 31, 1999, the Company's 
net loss of $22.2 million was offset by depreciation and amortization 
expenses of $22.3 million and increases in accounts payable, accrued 
liabilities and deferred revenue of $11.0 million. 

            Cash used in investing activities was $6.9 million and $13.7 
million during the three month periods ended  March 31, 1998 and 1999, 
respectively.  During the three months ended March 31, 1998, the Company 
incurred approximately $1.3 million in deferred transaction costs related to 
the Sprint Transaction and the follow on stock offering.  Both transactions 
subsequently closed in June of 1998.  Capital equipment purchases were $5.7 
million and $13.7 million for the three month periods ended  March 31, 1998 
and 1999, respectively.

            Cash provided by financing activities was approximately $3.6 
million and $226.9 million during the three  months ended March 31, 1998 and 
1999, respectively. In January 1999, the Company completed a follow on public 
offering of 2.4 million shares of its Common Stock at $73.63 per share.  The 
offering consisted of 2.3 million shares and an underwriter's over-allotment 
of 99,000 shares exercised in February 1999. In conjunction with the 
offering, Sprint exercised its preemptive rights to maintain its existing 
ownership level in the Company.  Accordingly, Sprint purchased 808,000 shares 
of which 201,000 shares were Common Stock and 607,000 shares were Series B 
Convertible Preferred Stock. Net proceeds from the sale of Common Stock were 
$183.1 million.  Net proceeds from the sale of Series B Convertible Preferred 
Stock to Sprint were approximately $42.6 million.  

                                      10
<PAGE>

            Proceeds from capital lease transactions were $2.5 million and 
$469,000 during the three months ended March 31, 1998 and 1999, respectively. 
 The sale leaseback transactions are recorded at cost, which approximates the 
fair market value of the property and, therefore, no gains or losses are 
recorded. The property continues to be depreciated by the Company. A 
financing obligation representing the proceeds is recorded and reduced based 
upon payments under the lease agreement. 

            As of  March 31, 1999, the Company had cash and cash equivalents 
of approximately $364.2 million. The Company believes that available cash 
will be sufficient to meet the Company's operating expenses and capital 
requirements for the next 12 months.   EarthLink has available a $25 million 
credit facility from Sprint in the form of convertible senior debt, 
increasing to $100 million over a three-year period, at an interest rate of 
6% per annum. The Company's capital requirements depend on numerous factors, 
including the rate of market acceptance of the Company's services, the 
Company's ability to maintain and expand its member base, the rate of 
expansion of the Company's network infrastructure, the level of resources 
required to expand the Company's marketing and sales programs, information 
systems and research and development activities, the availability of hardware 
and software provided by third-party vendors and other factors. 

YEAR 2000

            Many existing computer programs use only two digits to identify a 
year. These programs were designed and developed without addressing the 
impact of the upcoming change in the century. If not corrected, many computer 
software applications could fail or create erroneous results by, at or beyond 
the year 2000. We utilize software, computer technology and other services 
internally developed and provided by third-party vendors that may fail due to 
the year 2000 phenomenon. For example, we are dependent on the institutions 
involved in processing our members' credit card payments for Internet 
services. We are also dependent on telecommunications vendors and leased POP 
vendors to maintain network reliability. 

            We are continuing to assess the year 2000 readiness of our 
third-party supplied software, computer technology and other services. Based 
upon the results of this assessment, we will develop and implement, if 
necessary, a remediation plan with respect to third-party software, computer 
technology and services, which may fail to be year 2000 compliant. We have 
assessed our proprietary software and internal systems and determined them to 
be year 2000 compliant. We anticipate that our systems, including components 
thereof provided by third-party vendors, will be year 2000 compliant by 2000. 
The failure of our software and computing systems and our third-party 
vendors to be year 2000 compliant could have a material adverse effect on us. 

            The most reasonably likely worst-case year 2000 scenario would be 
for one or more of our network service providers to fail thereby making it 
difficult or impossible for members to dial-up and access the Internet; 
however, we maintain agreements with several nationwide network service 
providers including UUNET, Sprint, PSINet, and others, and have the ability to 
switch our members among the networks of these providers.  Therefore, should 
any of these providers be unable to provide our members with Internet access 
as a result of year 2000 problems, we believe our redundant network 
arrangements will adequately accommodate our dial-up access needs.

            Total costs incurred in connection with our year 2000 compliance 
efforts are expected to be minimal.  

                                      11

<PAGE>

"SAFE HARBOR" STATEMENT

            The Management's Discussion and Analysis and other portions of 
this Report include "forward looking" statements within the meaning of the 
federal securities laws that are subject to future events, risks and 
uncertainties that could cause actual results to differ materially from those 
expressed or implied. Important factors that ether individually or in the 
aggregate could cause actual results to differ materially from those 
expressed include, without limitation, (1) that the Company will not retain 
or grow its member base, (2) that the Company will fail to be competitive 
with existing and new competitors, (3) that the Sprint alliance will not be 
as beneficial to the Company as management anticipates, (4) that the Company 
will not be able to sustain its current growth, (5) that the Company will not 
adequately respond to technological developments impacting the Internet, (6) 
that needed financing will not be available to the  Company if and as needed, 
(7) that a significant change in the growth rate of the overall U.S. economy 
will occur, such that consumer and corporate spending are materially 
impacted, (8) that a significant reversal in the trend toward increased usage 
of the Internet will occur, and (9) that the Company or its vendors and 
suppliers may fail to timely achieve Year 2000 readiness such that there is a 
material adverse impact on the business, operations or financial results of 
the Company, (10) that a drastic negative change in the market conditions may 
occur, or (11) that some other unforeseen difficulties may occur.  This list 
is intended to identify only certain of the principal factors that could 
cause actual results to differ materially from those describe in the 
forward-looking statements included herein.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

            Not applicable

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None 

                                      12

<PAGE>

                                      PART II

ITEM 6.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)         Exhibits. The following exhibits are filed as part of this report:

EXHIBIT
  NO.       DESCRIPTION            
-------     -----------
27.1        Financial Data Schedule 
            

(b)         Reports on Form 8-K.
            
            None
            
                                      13

<PAGE>

                                      SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this Report to be signed on its behalf 
by the undersigned, thereunto duly authorized.

                                       EARTHLINK NETWORK, INC.



Date:       May 14, 1999               /s/ Charles G. Betty          
                                       ------------------------------
                                       Charles G. Betty, President, 
                                       Chief Executive Officer and 
                                       Director


Date:       May 14, 1999               /s/ Grayson L. Hoberg
                                       ------------------------------
                                       Grayson L. Hoberg, Senior Vice 
                                       President-Finance and Administration
                                       and Chief Financial Officer


Date:       May 14, 1999               /s/ Richard A. Quiroga 
                                       ------------------------------
                                       Richard A. Quiroga, Vice President, 
                                       Corporate Controller

                                      14