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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                     FORM 10-Q/A
                                           
       [X] AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
                                           
                                          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                               95-4481766
    (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 9,753,622 shares of Common Stock outstanding as of June 30, 1997. 
                                           
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                               EARTHLINK NETWORK, INC.
                           AMENDMENT ON FORM 10-Q/A TO THE
                            QUARTERLY REPORT ON FORM 10-Q
                         FOR THE QUARTER ENDED JUNE 30, 1997

                                  TABLE OF CONTENTS

                                        PART I
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................... 1


<PAGE>

     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 statements 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.  

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

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE UNAUDITED 
CONDENSED FINANCIAL STATEMENTS AND RELATED NOTES THERETO AND THE AUDITED 
FINANCIAL STATEMENTS AND THE NOTES THERETO ACCOMPANYING THE COMPANY'S 
PREVIOUSLY FILED REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997.

OVERVIEW

    EarthLink Network, Inc. ("EarthLink" or the "Company") is an Internet 
service provider ("ISP") formed to help its members derive meaningful 
benefits from the extensive resources of the Internet. The Company focuses on 
providing access, information, assistance and services to its members to 
encourage their introduction to the Internet and to help them have a 
satisfying user experience. 

    The Company has experienced net losses in each quarter since it commenced 
operations. The Company expects that it is likely to continue to incur net 
losses at least through the end of 1997 as it continues to expend substantial 
resources to build its infrastructure, develop new service and product 
offerings and build its sales and marketing and administrative organizations. 
 The Company's operating results have fluctuated significantly in the past 
and will likely continue to fluctuate significantly in the future as a result 
of a variety of factors, many of which are beyond the Company's control.  

    EarthLink's principal strategy is to rapidly expand its member base and 
increase its market share.  To realize this strategy, the Company is 
continuing to invest in sales and marketing, increasing its member support 
capabilities, enhancing its network operations capacity to meet member demand 
and adding administrative infrastructure. This strategy requires substantial 
initial cash outlays.

    The Company believes that its long-term success largely depends on 
maintaining member satisfaction with its services.  EarthLink continues to 
devote significant resources to enhancing its network operations capability, 
its World Wide Web site and its service offerings.  In addition, the Company 
continues to expand its technical support staff and enhance the staff's 
effectiveness by providing software tools that can assist the staff in 
identifying and solving member problems.  

    The Company provides Internet access service to a large number of 
consumers and small businesses.  The Company has recently expanded its 
consumer service offerings, including a Personal Start Page-TM-, integrated 
"plug-and-play" Web site software package, 56kbps modem access, and the Arena 
which features pay-per-play multi-player Internet games.  In addition, the 
Company provides a variety of services for business customers, including 
business Web sites, high-speed LAN ISDN communications capability, and frame 
relay connections, each of which involve a monthly service charge plus set-up 
fees. 

    In order to maintain its focus on member needs, the Company has leveraged 
the infrastructure and software development efforts of others by leasing POP 
capacity from UUNET Technologies, Inc. ("UUNET") and PSINet, Inc. ("PSINet") 
and licensing software from developers such as Netscape Communications 
Corporation and Microsoft Corporation.  The Company believes that this 
approach gives it flexibility to rapidly expand its service coverage without 
the need for substantial capital expenditures. The Company will continue to 
pursue this strategy so that, in addition to its sales and marketing efforts, 
it can devote its principal resources to improving its members' experience 
with the Internet.


                                      1
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RESULTS OF OPERATIONS

REVENUES. 

                           QUARTER                     QUARTER 
                            ENDED         PERCENT       ENDED       PERCENT
                           JUNE 30,       OF TOTAL     JUNE 30,     OF TOTAL
                            1996          REVENUE       1997        REVENUE
                            ----          -------       ----        -------
                                        (in thousands except percentages)
Recurring revenues        $  5,014         75%       $  17,479        93%
Other revenues               1,714         25%           1,367         7%
                          --------                   ---------
Total Revenues            $  6,728        100%       $  18,846       100%
                          --------                   ---------
                          --------                   ---------

    Recurring revenues consist of monthly fees charged to members for 
Internet access and other ongoing services.  Other revenues generally 
represent one-time set-up fees. Recurring revenues are recognized over the 
period in which the services are performed.  As indicated in the above chart, 
the Company experienced substantial growth in revenues for the quarter ended 
June 30, 1997 as compared to the corresponding quarter of 1996.  This growth 
is primarily attributable to an increase in the number of members who use the 
Company's services, from approximately 128,000 at June 30, 1996 to 328,000 at 
June 30, 1997. The increase in revenues was partially offset by credits given 
to members under the Company's member referral program.  Under this program 
the $19.95 service fee is waived for one month in consideration for each new 
member referred by an existing member.  Waived service fees resulted in a 
reduction to revenues of approximately $564,000 during the quarter ended June 
30, 1997. 

    As competition in the ISP market intensifies, the Company has found it 
necessary to waive the one-time set-up fee to remain competitive.  
Consequently, revenues from the one-time set-up fee have decreased and are 
expected to continue to decrease in future periods.  The Company waived 
set-up fees of approximately $466,000 during the quarter ended June 30, 1997. 
 Although the average set-up fee per customer decreased, the overall 
reduction was partially offset, approximately $201,000, by the increase in 
the number of members added during the quarter ended June 30, 1997.
 
COST OF REVENUES.

                             QUARTER                   QUARTER 
                              ENDED       PERCENT       ENDED       PERCENT
                             JUNE 30,   OF RECURRING   JUNE 30,   OF RECURRING
                              1996        REVENUE       1997        REVENUE
                              ----        -------       ----        -------
                                       (in thousands except percentages)
Cost of recurring revenues   $ 3,865        77%        $ 9,187        53%



                           QUARTER                     QUARTER 
                            ENDED         PERCENT       ENDED       PERCENT
                           JUNE 30,       OF TOTAL     JUNE 30,     OF TOTAL
                            1996          REVENUE       1997        REVENUE
                            ----          -------       ----        -------
                                        (in thousands except percentages)
Cost of other revenues     $  758           44%        $ 804          59%

    Cost of recurring revenues principally includes telecommunications 
expenses and depreciation expense on equipment used in network operations for 
ongoing member services. Included in telecommunications costs are fees paid 
to UUNET and PSINet for local access to their respective nationwide systems 
of POPs. Cost of other revenues principally includes expenses related to the 
registration of new members. These costs include licensing


                                      2
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fees for software, software duplication costs and commissions paid to third 
parties for referring new members to the Company. 

    The increase in the cost of recurring revenues is primarily due to the 
increase in the number of members.  The decrease in cost of recurring 
revenues as a percentage of recurring revenue is primarily due to the 
Company's ability to exploit economies of scale to reduce per member costs as 
the total member base expands.  

    As noted above, from time to time, the Company waives the one-time set-up 
fee it charges new members.  Therefore, the increase in cost of other revenue 
as a percentage of other revenue is due to the waiving of the one-time set-up 
fee for certain customers while the per set-up costs to the Company have 
remained constant.  Management expects revenues from the one-time set-up fee 
to decrease in future periods. 

    Substantially all of the Company's customers access the EarthLink Network 
and the Internet by dialing into local POPs.  Access in the Company's 
Southern California base is provided through POPs owned by the Company.  The 
Company provides nationwide service to members through POP access leased from 
UUNET and PSINet.  (Access to the UUNET and PSINet POPs is on a non-exclusive 
basis.) 
    
    Under the Company's current agreement with UUNET, the Company pays UUNET 
a monthly fee equal to the greater of a specified minimum or an amount that 
varies based primarily on peak member usage. The Company also pays UUNET an 
additional fee to the extent that hours of usage exceed a formula set forth 
in the agreement.  If the number of hours used by EarthLink members accessing 
the Internet through UUNET increases beyond the amount provided for in the 
agreement or the usage becomes more concentrated during peak times, the fees 
paid by the Company to UUNET would increase, which would adversely affect the 
Company's operating margins. 
 
SALES AND MARKETING. 

                           QUARTER                     QUARTER 
                            ENDED         PERCENT       ENDED       PERCENT
                           JUNE 30,       OF TOTAL     JUNE 30,     OF TOTAL
                            1996          REVENUE       1997        REVENUE
                            ----          -------       ----        -------
                                        (in thousands except percentages)
  Sales and marketing     $ 3,263           48%       $ 5,056         27%


    Sales and marketing expenses consist primarily of sales commissions,
salaries, costs of promotional material, advertising, travel and trade shows. 
The Company experienced an increase of 55% in sales and marketing expenses for
the quarter ended June 30, 1997 as compared to the corresponding quarter of the
previous year, primarily as a result of EarthLink's efforts to expand its member
base and increase brand awareness in the market place.  However, as a percentage
of total revenue, sales and marketing expenses declined to 27% from 48%, as such
expenses grew at slower rate than the Company's revenues. 

GENERAL AND ADMINISTRATIVE EXPENSES.  

                              QUARTER                     QUARTER 
                               ENDED         PERCENT       ENDED       PERCENT
                              JUNE 30,       OF TOTAL     JUNE 30,     OF TOTAL
                               1996          REVENUE       1997        REVENUE
                               ----          -------       ----        -------
                                        (in thousands except percentages)
General and administrative
  expenses                   $ 2,423           36%        $ 3,449         18%

    General and administrative expenses consist primarily of costs associated 
with the finance and human resources departments, professional expenses, rent 
and other expenses, compensation earned by certain executive


                                      3
<PAGE>

officers, depreciation associated with office equipment, and bad debts.  The 
Company experienced an increase of 42% percent in general and administrative 
expenses for the quarter ended June 30, 1997 as compared to the corresponding 
quarter of the previous year, due to an increase in payroll, rent, 
depreciation expense, credit card fees and bad debt expense.  The increase in 
payroll costs is primarily due to an increase in headcount.  Rent expense 
increased as the Company occupied a new 55,000 square foot facility adjacent 
to its corporate headquarters and a satellite office in Northern California 
in February 1997. Monthly rents for the properties are $66,000 and $3,000 
respectively.  The increase in depreciation expense is due to the acquisition 
of office equipment. The increases in credit card processing fees and bad 
debt are primarily due to the increase in member count from approximately 
128,000 at June 30, 1996 to 328,000 at June 30, 1997.   As a percentage of 
total revenue, general and administrative expenses declined to 18% from 36%, 
as the expenses grew at a slower rate than the Company's revenues.

OPERATIONS AND MEMBER SUPPORT.  

                           QUARTER                     QUARTER 
                            ENDED         PERCENT       ENDED       PERCENT
                           JUNE 30,       OF TOTAL     JUNE 30,     OF TOTAL
                            1996          REVENUE       1997        REVENUE
                            ----          -------       ----        -------
                                        (in thousands except percentages)
Operations and customer
  support                 $ 3,094           46%       $ 7,791          41%

   Operations and member support expenses consist primarily of costs 
associated with technical support and member services to register and 
maintain member accounts.  These expenses have increased significantly since 
the Company's inception. This trend reflects the costs associated with 
building a customer service organization to support the Company's member base 
and anticipated member growth.  Management has pledged to make significant 
investments in technical and customer support capabilities and to reduce 
customer wait time for assistance.  Consequently, operations and customer 
support expenses have not significantly decreased as a percentage of revenue.

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

    The Company's operating results may fluctuate significantly in the future 
as a result of a variety of factors, many of which are beyond the Company's 
control. These factors include the rates of, and costs associated with, new 
member acquisition, member retention, capital expenditures and other costs 
relating to the expansion of operations, including upgrading the Company's 
systems and infrastructure, the timing and market acceptance of new and 
upgraded service introductions, changes in the pricing policies of the 
Company and its competitors, changes in operating expenses (including 
telecommunications costs), personnel changes, the introduction of alternative 
technologies, the effect of potential acquisitions, increased competition in 
the Company's markets and other general economic factors. In addition, a 
significant portion of the Company's expenses are fixed; therefore, the 
Company's operating margins are particularly sensitive to fluctuations in 
revenues. 

LIQUIDITY AND CAPITAL RESOURCES

    The Company has not generated net cash from operations since its 
inception. The Company has funded its operations primarily through public and 
private sales of equity securities, borrowings from third parties and capital 
leases of equipment. The Company's operating activities used net cash of 
approximately $4.3 million and $4.1 million during the quarters ended June 
30, 1996 and 1997, respectively.  During the quarter ended June 30, 1996, net 
cash used in operations resulted primarily from net losses, partially offset 
by increases in trade accounts payable.  During the quarter ended June 30, 
1997, net cash used in operations resulted from net losses, partially offset 
by increases in trade accounts payable and accrued payroll related 
liabilities.


                                      4
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    Cash used in investing activities has consisted primarily of equipment 
purchases for POP and network expansion. For the quarters ended June 30, 1996 
and 1997, capital expenditures amounted to approximately $5.3 million and 
$4.2 million, respectively.  The Company estimates that remaining capital 
expenditures for 1997 will be approximately $4.9 million including network 
enhancements, data center expansion, leasehold improvements, and procurement 
of telecommunication and office equipment and furniture and fixtures. Where 
feasible, the Company will seek to finance certain of these expenditures 
through capital leases. 

    Cash provided by financing activities was $9.8 million and $2.6 million 
for the quarters ended June 30, 1996 and, 1997, respectively.  During the 
second quarter of 1996, the Company's financing activities consisted of the 
private sale of debt and equity securities and capital lease transactions, 
primarily for equipment.  The Company raised $4.9 million and $2.5 million 
from the sale and leaseback of equipment during the quarters ended June 30, 
1996 and 1997, respectively.  The sale leaseback transactions were recorded 
at cost, which approximates the fair market value of the property and, 
therefore, no gains or losses were recorded.  The property remains on the 
books and continues to be depreciated.  A financing obligation representing 
the proceeds is recorded and reduced based upon payments under the lease 
agreement.  Under an agreement with one of its vendors, EarthLink obtained a 
$5 million credit facility for customer access.  EarthLink accumulates 
customer access charges, applies them against the credit facility and is 
charged interest at a rate of prime plus 4% on the balance.  The outstanding 
balance due under the credit facility at June 30, 1997 was $1,271,000 leaving 
$3,729,000 unused and available.  The line of credit is due on the earlier of 
termination or July 31, 1998

    As of June 30, 1996 and 1997, the Company had cash and cash equivalents 
of approximately $1.2 million and $6.2 million, respectively, and negative 
working capital of approximately $9.2 million and $11.7 million, 
respectively.   

    The Company believes that available cash will be sufficient to meet the 
Company's operating expenses and capital requirements through the end of this 
fiscal year.  However, 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 organization, 
information systems and research and development activities, the availability 
of hardware and software provided by third-party vendors and other factors.  
The timing and amount of all of these capital requirements cannot accurately 
be predicted; however, many of these factors are within the control of 
management, and to that extent management has control over the Company's 
liquidity position.  If capital requirements vary materially from those 
currently planned, the Company may require additional financing sooner than 
anticipated.  However, the Company believes that financing alternatives are 
available to address the Company's current liquidity requirements should the 
need arise.


                                      5
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                                 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:  August 14, 1997                 /s/ C. Garry Betty
                                       ---------------------------------------
                                       C. Garry Betty, President, Chief
                                       Executive Officer and Director


Date:  August 14, 1997                 /s/ Barry W. Hall
                                       ---------------------------------------
                                       Barry W. Hall, Vice President - Finance
                                       and Administration and Chief Financial
                                       Officer





                                       6