**Exhibit 31.2**

 

**CERTIFICATION OF CFO PURSUANT TOSECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I,Kevin M. Dotts, the Chief Financial Officer of EarthLink, Inc., certifythat:

 

1.   I have reviewed thisquarterly report on Form 10-Q for the quarter ended March 31, 2008 ofEarthLink, Inc.;

 

2.   Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.   Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4.   The registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

(a)   designed suchdisclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)   designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

 (c)  evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)   disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.   The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors:

 

(a)   all significantdeficiencies and material weaknesses in the design or operation of internalcontrols which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

(b)   any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date: May 2, 2008 | By:    | /s/  KEVIN M. DOTTS |
|------------------------|--------|-------------------------------|
|                   |   |                          |
|                   |   | Kevin M. Dotts                |
|                   |   | Chief Financial Officer       |

 

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