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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-K/A

                                AMENDMENT NO. 2

                Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

For the fiscal year ended December 31, 1997       Commission file number 0-27890


                         MINDSPRING ENTERPRISES, INC.
            (Exact name of registrant as specified in its charter)


              DELAWARE                                   58-2113290
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)          
                                           
1430 WEST PEACHTREE STREET, SUITE 400                        30309
          ATLANTA, GEORGIA                                (Zip Code)
(Address of principal executive offices)   

                                 (404) 815-0770
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:

                                (Not applicable)

          Securities registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $.01 PER SHARE
                               (Title of Class)

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 (the "Exchange Act") 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 
                                                               -----     -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [     ]

Based upon the closing price of the registrant's Common Stock as of March 23,
1998 the aggregate market value of the Common Stock held by non-affiliates of
the registrant is $276,024,426.*

The number of shares of Common Stock outstanding as of March 23, 1998 was
7,556,630.

--------------------
*   Solely for purposes of this calculation, all executive officers and
    directors of the registrant and all shareholders reporting beneficial
    ownership of more than 5% of the registrant's Common Stock are considered
    to be affiliates.
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                               TABLE OF CONTENTS

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PART IV          Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . .          1
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                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)(1) The following consolidated financial statements of registrant and
     its subsidiaries and report of independent auditors are included in Item 8
     hereof.
        Report of Independent Public Accountants.
        Balance Sheets as of December 31, 1997 and 1996.
        Statements of Operations - Years Ended December 31, 1997, 1996 and
        1995.
        Statements of Stockholders' Equity - Years Ended December 31, 1997,
        1996 and 1995.
        Statements of Cash Flows - Years Ended December 31, 1997, 1996 and
        1995.
        Notes to Financial Statements.

     (a)(2) Except for the following, all schedules for which provision is made
     in the applicable accounting regulations of the Securities and Exchange
     Commission either have been included in the Financial Statements or are
     not required under the related instructions, or are inapplicable and
     therefore have been omitted:

        Report of Independent Public Accountant as to Schedules

        Schedule II - Valuation of Qualifying Accounts

     (a)(3) The following exhibits are either provided with this Report or are
     incorporated herein by reference:

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 EXHIBIT                                                   EXHIBIT
 NUMBER                                                  DESCRIPTION
 -------                                                 -----------
 <S>      <C>
 3(a)     -   Amended and Restated Certificate of Incorporation of MindSpring Enterprises, Inc.  (Filed as
              Exhibit 3(a) to Quarterly Report on Form 10-Q dated May 3, 1996, File No. 0-27890, and
              incorporated herein by reference.)

 3(b)     -   Amended and Restated Bylaws of MindSpring Enterprises, Inc.  (Filed as Exhibit 3(b) to
              Quarterly 
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              Report on Form 10-Q/A dated August 30, 1996, File No. 0-27890, and incorporated
              herein by reference.)
 10(a)    --  Asset Purchase Agreement dated June 28, 1996 by and between MindSpring Enterprises, Inc. and
              PSINet, Inc.  (Filed as Exhibit 10.1 to Current Report on Form 8-K dated June 28, 1996, File
              No. 0-27890, and incorporated herein by reference.)
 10(b)    --  Amendment No. 1 to Asset Purchase Agreement and Network Services Agreement dated August 23,
              1996 by and between PSINet Inc. and MindSpring Enterprises, Inc., effective as of June 28,
              1996.  (Filed as Exhibit 10.3 to Current Report on Form 8-K/A dated August 23, 1996, File No.
              0-27890, and incorporated herein by reference.)
 10(c)    --  Amendment No. 2 to Asset Purchase Agreement dated as of September 1, 1996 by and between
              PSINet Inc. and MindSpring Enterprises, Inc.  (Filed as Exhibit 10.3 to Current Report on Form
              8-K dated October 8, 1996, File No. 0-27890, and incorporated herein by reference.)
 10(d)    --  Amendment No. 3 to Asset Purchase Agreement, dated as of January 24, 1997.  (Filed as Exhibit
              10.5 to Current Report on Form 8-K dated March 3, 1997, File No. 0-27890, and incorporated
              herein by reference.)
 10(e)    --  Amended and Restated Asset Purchase Agreement by and between MindSpring Enterprises, Inc. and
              The News and Observer Publishing Company dated as of September 11, 1996.  (Filed as Exhibit
              2(c) to the Company's Registration Statement on Form S-1, File No. 333-10779 (the "October
              1996 S-1"), and incorporated herein by reference.)
 10(f)    --  Lease and Service Agreement dated as of January 1, 1995 between AvData Systems, Inc. and
              MindSpring Enterprises, Inc.  (Filed as Exhibit 10(i) to the Company's Registration Statement
              on Form S-1, File No. 333-00108 ("Initial Form S-1"), and incorporated herein by reference.)
 10(g)    --  Lease Agreement commencing on November 1, 1995 between West Peachtree Point Partners, L.P. and
              MindSpring Enterprises, Inc.  (Filed as Exhibit 10(j) to Initial Form S-1, and incorporated
              herein by reference.)
 10(h)    --  First Amendment dated February 6, 1996 to Lease Agreement dated November 1, 1995 between John
              Marshall Law School, Inc. (assignee of West Peachtree Point Partners, L.P.) and MindSpring
              Enterprises, Inc.  (Filed as Exhibit 10(cc) to Initial Form S-1, and incorporated herein by
              reference.)
 10(i)    --  Agreement dated January 31, 1995 between Agis Net99 and MindSpring Enterprises, Inc.  (Filed
              as Exhibit 10(k) to Initial Form S-1, and incorporated herein by reference.)
 10(j)    --  MindSpring Enterprises, Inc. 1995 Stock Option Plan.  (Filed as Exhibit 10(u) to Initial Form
              S-1, and incorporated herein by reference.)
 10(k)    --  Form of Stock Option Agreement.  (Filed as Exhibit 10(v) to Initial Form S-1, and
              incorporated herein by reference.)
 10(l)    --  MindSpring Enterprises, Inc. 1995 Directors Stock Option Plan.  (Filed as Exhibit 10(w) to
              Initial Form S-1, and incorporated herein by reference.)
 10(m)    --  Form of Director Stock Option Agreement.  (Filed as Exhibit 10(x) to Initial Form S-1, and
              incorporated herein by reference.)
 10(n)    --  Form of MindSpring Service Agreement.  (Filed as Exhibit 10(y) to Initial Form S-1, and
              incorporated herein by reference.)
 10(o)    --  Service Provider Agreement dated December 13, 1995 between BBN Planet Corporation and
              MindSpring Enterprises, Inc.  (Filed as Exhibit 10(z) to Initial Form S-1, and incorporated
              herein by reference.)
 10(p)    --  Form of MindSpring Director or Officer Indemnity Agreement.  (Filed as Exhibit 10(dd) to
              Initial Form S-1, and incorporated herein by reference.)
 10(q)    --  Network Services Agreement dated June 28, 1996 by and between MindSpring Enterprises, Inc. and
              PSINet Inc.  (Filed as Exhibit 10.2 to Current Report on Form 8-K dated June 28, 1996, File
              No. 0-27890, and incorporated herein by reference.)
 10(r)    --  Amendment No. 2 to Services Agreement, dated as of January 1, 1997.  (Filed as Exhibit 10.6 to
              Quarterly Report on Form 10-Q dated March 3, 1997, File No. 0-27890, and incorporated herein
              by reference.)
 10(s)    --  Master Services Agreement dated July 15, 1996 between BellSouth Telecommunications, Inc. and
              MindSpring Enterprises, Inc.  (Filed as Exhibit 10(cc) to the October 1996 S-1, and
              incorporated herein by reference.)
 10(t)    --  Assignment and Assumption of Contracts and Leases by and between MindSpring Enterprises, Inc.
              and PSINet, Inc. dated as of September 1, 1996.   (Filed as Exhibit 10(ee) to the October 1996
              S-1, and incorporated herein by reference.)
 10(u)    --  Service Provider Agreement dated December 13, 1995 between BBN Planet Corporation and
              MindSpring Enterprises, Inc.   (Filed as Exhibit 10(ff) to the October 1996 S-1, and
              incorporated herein by reference.)
 10(v)    --  Reseller Agreement, dated as of October 14, 1996, by and between Monorail Inc. and MindSpring
              Enterprises, Inc.  (Filed as Exhibit 10 to Quarterly Report on Form 10-Q dated November 14,
              1996, File No. 0-27890, and incorporated herein by reference.)
 10(w)    --  Lease Agreement effective as of January 1, 1997 by and between CMS Peachtree, L.P. and
              MindSpring Enterprises, Inc. (Filed as Exhibit 10(hh) to Annual Report on Form 10-K dated 
              March 26, 1997, File No. 0-27890, and incorporated herein by reference.)                  
 10(x)    --  Amendment dated June 6, 1997 to Master Services Agreement dated July 15, 1996 between
              BellSouth 
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               Telecommunications, Inc. and MindSpring Enterprises, Inc. (Filed as Exhibit 10.1 to
               Quarterly Report on Form 10-Q dated August 14, 1997, File No. 0-27890, and incorporated herein
               by reference).
 +10(y)    --  Special Service Arrangement Agreement dated June 1997 between BellSouth Telecommunications,
               Inc. and MindSpring Enterprises, Inc. (a substantially identical contract has been executed
               for each of Alabama, Florida, Kentucky, North Carolina, South Carolina and Tennessee) (Filed
               as Exhibit 10.2 to Quarterly Report on Form 10-Q dated August 14, 1997, File No. 0-27890, and
               incorporated herein by reference).
 *10(z)    --  Data Communications Products and Services Agreement dated April 30, 1997, and amended March 4,
               1998, by and between MindSpring Enterprises, Inc. and GridNet International, L.L.C.
**11       --  Statement regarding Computation of Per Share Earnings.
**23       --  Consent of Arthur Andersen LLP.
**27       --  Financial Data Schedule (for SEC use only)
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+  Confidential treatment has been granted with respect to certain terms
   contained in this exhibit. The copy filed as an exhibit omits the information
   subject to the confidential treatment grant.

*  Confidential treatment has been requested with respect to certain terms
   contained in this exhibit. The copy filed as an exhibit omits the information
   subject to the confidential treatment request.

** Previously filed.

          (b) No current reports on Form 8-K were filed by the Company with the
              Securities and Exchange Commission during the fourth quarter of
              1997.



                                       
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                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) 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 as of the 15th day
of May, 1998.


                                MINDSPRING ENTERPRISES, INC.
          
                                By  /s/ Michael S. McQuary
                                    ------------------------------
                                    Michael S. McQuary
                                    President and Chief Operating
                                    Officer 



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