Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gooding Richard
  2. Issuer Name and Ticker or Trading Symbol
EASYLINK SERVICES CORP [EASY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP & General Manager
(Last)
(First)
(Middle)
C/O EASYLINK SERVICES CORPORATION, 33 KNIGHTSBRIDGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2007
(Street)

PISCATAWAY, NJ 08854
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/20/2007   D   1,613 D (1) 0 D  
Class A Common Stock 08/20/2007   D   140 D (1) 0 I See Footnote (2)
Class A Common Stock 08/20/2007   D   6,997 D (1) 0 I See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock (4) 08/20/2007   D     12,958   (5)   (5) Class A Common Stock 12,958 (6) 0 D  
Stock Option $ 5.3 08/20/2007   D     10,000   (7) 04/25/2015 Class A Common Stock 10,000 (8) 0 D  
Stock Option $ 6.6 08/20/2007   D     4,000   (7) 08/02/2014 Class A Common Stock 4,000 (8) 0 D  
Stock Option $ 6.25 08/20/2007   D     19,000   (7) 08/06/2013 Class A Common Stock 19,000 (8) 0 D  
Stock Option $ 2.65 08/20/2007   D     3,000   (7) 05/13/2013 Class A Common Stock 3,000 (8) 0 D  
Stock Option $ 4.9 08/20/2007   D     7,000   (7) 06/20/2012 Class A Common Stock 7,000 (8) 0 D  
Stock Option $ 11 08/20/2007   D     1,800   (7) 09/09/2011 Class A Common Stock 1,800 (8) 0 D  
Stock Option $ 35.95 08/20/2007   D     300   (7) 03/25/2011 Class A Common Stock 300 (8) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gooding Richard
C/O EASYLINK SERVICES CORPORATION
33 KNIGHTSBRIDGE ROAD
PISCATAWAY, NJ 08854
      Exec. VP & General Manager  

Signatures

 /s/ Richard W. Gooding   02/20/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Issuer, Internet Commerce Corporation ("ICC") and Jets Acquisition Sub, Inc. at a price of $5.80 per share in cash.
(2) Represents shares owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these shares.
(3) Held by the Issuer's 401(k) plan for the account of the Reporting Person.
(4) Each share of restricted stock represented the right to receive one share of Class A Common Stock of the Issuer.
(5) The shares of restricted stock would have vested as to 25% of such shares on October 10, 2007 and as to 1/12th of the remaining shares quarterly thereafter.
(6) The shares of restricted stock were converted into restricted shares of ICC equal to (i) the product of $5.80 per share and the number of shares of restricted stock held by the Reporting Person, divided by (ii) a Volume Weighted Price (as defined in the Merger Agreement). The shares of restricted stock of ICC replacing the shares of the Issuer's restricted stock are subject to comparable vesting restrictions as applied to those shares of the Issuer's restricted stock prior to being replaced by shares of ICC restricted stock.
(7) The stock options vest 25% on the first anniversary of the date of grant and thereafter in equal amounts quarterly over the three-year period following the first anniversary.
(8) The stock options were replaced by ICC with substitute options to purchase shares of Class A Common Stock of ICC. Each substitute option is subject to, and becomes exercisable and vests on, comparable terms and conditions as applied to the options being replaced, except that each substitute option will be exercisable for that number of shares of Class A Common Stock of ICC equal to the number of shares of the Issuer's Class A Common Stock subject to that option multiplied by an Exchange Ratio (as defined in the Merger Agreement).

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