UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~May 215, 2011 ~~(February 21, 2011)~~

ITC^DELTACOM, INC. (Exact Name of Registrant as Specified in Its Charter)

Delaware (~~Exact~~State ~~Name~~ of ~~Registrant~~Incorporation) as001-15605 ~~Specified~~(Commission inFile ~~Its~~Number) ~~Charter~~58-2301135 (I.R.S. Employer Identification No.)

Delaware (State of Incorporation) 0-23253 (Commission File Number) 58-2301135 (I.R.S. Employer Identification No.)

1375 Peachtree St., Atlanta, Georgia		30309
(Address of principal executive offices)		(Zip Code)

1375 Peachtree St., Atlanta, Georgia 30309

(Address of principal executive offices) (Zip Code)

(404) 815-0770

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report date)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

4Item 8.01 ~~Changes~~ inOther ~~Registrant’s Certifying Accountant.~~Events

~~On December 8, 2010, EarthLink, Inc. (“EarthLink”) acquired~~ ITC^DeltaCom, Inc. (~~the~~ “~~Company~~ITC^DeltaCom”) asfiled aits ~~wholly-owned~~Annual ~~subsidiary. In~~Report ~~connection~~on ~~with~~Form 10-K for the ~~consummation~~year ofended ~~this acquisition, on February~~December 2131, ~~2011~~2010, with the ~~Company’s~~Securities ~~Audit~~and ~~Committee~~Exchange ~~approved~~Commission ~~dismissing BDO USA, LLP~~ (the “~~BDO~~SEC”) ason ~~the~~March 1, ~~Company’s~~2011 ~~independent~~(the ~~registered~~“Original ~~public~~Form 10-K”). ITC^DeltaCom ~~accounting~~is ~~firm~~filing ~~effective~~this ~~upon~~Current ~~BDO’s~~Report ~~completion~~on ofForm 8-K ~~its~~to ~~audit~~provide ofrevised ~~the~~consolidated ~~Company’s~~ financial statements ~~as of December 31, 2010 and~~ for the ~~period~~year ~~January 1,~~ended ~~2010 to~~ December 731, 2010. ~~(Predecessor~~The ~~period)~~consolidated ~~and~~financial ~~the~~statements ~~period~~as ~~December 8,~~of ~~2010 to~~ December 31, 2010 ~~(Successor~~were ~~period)~~revised ~~and~~in ~~the~~accordance ~~filing~~with byAccounting ~~the~~Standards ~~Company~~Codification ofSubtopic ~~its Form~~ 805-10-K25 ~~for~~“Business ~~the~~Combinations” ~~year~~to ~~ended~~reflect ~~December 31,~~retrospective ~~2010.~~adjustments ~~The~~to ~~Company’s~~provisional ~~Audit~~amounts ~~Committee~~recorded ~~also~~as ~~approved~~goodwill. ~~engaging~~The ~~Ernst &~~consolidated ~~Young~~financial ~~(“E&Y”)~~statements toof ~~serve~~ITC^DeltaCom aswhich ~~the~~replace ~~Company’s~~in ~~independent~~their ~~registered~~entirety ~~public~~the ~~accounting~~consolidated ~~firm~~financial ~~for~~statements ~~the~~contained ~~2011~~in ~~fiscal~~the ~~year. E&Y~~Original ~~currently~~Form 10-K ~~serves~~are attached as ~~EarthLink’s~~Exhibit 99.1 ~~independent~~and ~~registered~~are ~~public~~incorporated ~~accounting~~by ~~firm~~reference herein.

~~During~~Except ~~the~~as ~~Company’s~~stated ~~fiscal~~herein, ~~years~~this ~~ended December~~Form ~~31,~~8-K ~~2008~~does ~~and~~not ~~2009~~reflect ~~and~~events ~~for~~occurring after the ~~period~~date ~~January 1,~~of ~~2010~~filing ~~through~~of ~~February~~the Original Form 2510-K on March 1, 2011, ~~the~~and ~~Company had~~ no ~~disagreements~~attempt ~~with~~has ~~BDO~~been onmade ~~any~~in ~~matter~~this ofForm 8-K ~~accounting~~to ~~principles~~modify or ~~practices,~~update ~~financial~~other ~~statement~~disclosures ~~disclosure,~~presented orin ~~auditing~~the ~~scope~~Original orForm 10-K. Among ~~procedure,~~other ~~which disagreements~~things, ifforward-looking ~~not~~statements ~~resolved~~made toin the ~~satisfaction~~Original ofForm 10-K ~~BDO, would~~ have ~~caused~~not ~~BDO~~been revised to ~~make~~reflect ~~reference~~events ~~thereto~~that inoccurred ~~their~~or ~~reports~~facts ~~with~~that ~~respect~~became known to the Company’s ~~consolidated~~after ~~financial~~the ~~statements~~filing ~~for any~~ of ~~such~~the ~~years.~~Original ~~During such periods~~Form 10-K, ~~there~~and ~~were~~such ~~also~~forward-looking nostatements ~~“reportable~~should ~~events”~~be asread ~~defined~~ in ~~Item~~their ~~304(a)(1)(v) of~~historical ~~Regulation~~context. Accordingly, Sthis Form 8-K. ~~The~~should ~~reports~~be ofread ~~BDO~~in conjunction with ~~respect~~the toOriginal Form 10-K and the Company’s ~~audited~~other ~~consolidated~~filings ~~financial~~with ~~statements for~~ the ~~years~~SEC ~~ended~~subsequent ~~December 31,~~to ~~2009~~the ~~and~~filing ~~2008 did not contain any adverse opinion or disclaimer~~ of ~~opinion~~the ~~and~~Original ~~were not qualified or modified as to uncertainty, audit scope or accounting principles~~Form 10-K.

During the Company’s fiscal years ended December 31, 2008 and 2009 and for the period January 1, 2010 through February 25, 2011 (1) neither the Company nor anyone on the Company’s behalf consulted E&Y regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item ~~304(a)(1)(iv) and~~9.01 ~~(v),~~Financial ~~respectively,~~Statements ~~of Regulation S-K,~~ and (2) E&Y did not provide the Company with a written report or oral advice that they concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue.Exhibits

~~The Company provided BDO with a copy of this Current Report on Form~~(d) 8-K prior to its filing with the Securities and Exchange Commission and requested that the firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. A copy of the letter provided to BDO is filed as Exhibit 16.1 to this Current Report on Form 8-K.Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Consolidated Financial Statements of ITC^DeltaCom.

~~(d) Exhibits~~2

Exhibit No.		Description
16.1		Letter from BDO USA, LLP

SIGNATURE

2Pursuant 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 hereunto duly authorized.

~~SIGNATURE~~EARTHLINK, INC. By: /s/ Bradley A. Ferguson Bradley A. Ferguson Executive Vice President, Chief Financial Officer

~~Pursuant~~Date: ~~to the requirements of the Securities Exchange Act of 1934~~May 5, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.~~2011

~~Date: February 25, 2011~~3

~~EARTHLINK, INC. By: /s/ Bradley A. Ferguson Bradley A. Ferguson Executive Vice President and Chief Financial Officer~~EXHIBIT INDEX

Exhibit No.		Description
99.1		Consolidated Financial Statements of ITC^DeltaCom.

~~EXHIBIT INDEX~~4

Exhibit No.		Description
16.1		Letter from BDO USA, LLP

Filing Compare · ITC DELTACOM INC