**Exhibit31.2**

**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., certify that:

1.       I have reviewed this quarterlyreport on Form 10-Q for the quarter ended September 30, 2006 ofEarthLink, Inc.;

2.       Based on my knowledge, thisreport 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, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented 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)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)        designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this reportis being prepared;

(b)       designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting 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 anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial 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 or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.
| Date: November 6, 2006 | By:    | /s/  KEVIN M. DOTTS                                |   |
|------------------------|--------|--------------------------------------------------------------|--------|
|                   |   |       Kevin  M. Dotts          |
|                   |   |       Chief  Financial Officer |

 

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