<PAGE> OMB Number 3235-0104
Expires: September 30, 1998
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person
Gerhard Lang H.
(Last) (First) (Middle)
300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904.
2. Date of Event Requiring Statement (Month/Day/Year) 9/8/00
3. IRS or Social Security Number of Reporting Person (Voluntary) _______
4. Issuer Name and Ticker or Trading Symbol Mpower Communications Corp.
(MPWR)
5. Relationship of reporting person to issuer
(Check all applicable)
____ Director XX 10% Owner
____ Officer (give ____ Other (specify
title below) below)
___See Note 1________
6. If Amendment, Date of Original (Month/Day/Year) __________________
7. Individual or Joint/Group Filing (Check Applicable line)
____ Form filed by one Reporting Person
XX Form filed by More than One Reporting Person - See Note 1
<PAGE>
FORM 3 (continued) Page 2 of 4 Pages
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security: Common Stock
2. Amount of Securities Beneficially Owned (Instr. 4)
1,090,000 - owned directly by Lang M. Gerhard
6,984,400 - owned indirectly - see Notes (2) and (3)
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) See Item 2.
4. Nature of Indirect Beneficial Ownership (Instr. 5) See Item 2.
__________________________________________________________________________
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person,
see Instruction 5(b)(v). SEC 1473 (7-
96)
<PAGE>
FORM 3 (continued) Page 3 of 4 Pages
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
___________________________________________
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
Title ________________________ Amount or Number of Shares
__________
4. Conversion or Exercise Price of Derivative Security
_______________
5. Ownership Form of Derivative Security:
Direct (D) or Indirect (I) (Instr. 5)
____________________
6. Nature of Indirect Beneficial Ownership (Instr. 5)
_____________________________________________________________________
__________________________________________________________________________
(1) The reporting persons consist of (i) Lang H. Gerhard, manager of
Estero Partners, LLC, and sole shareholder of West Highland Capital, Inc.,
and a general partner of investment limited partnerships; (ii) West
Highland Capital, Inc., a registered investment adviser and general
partner of investment limited partnerships; and (iii) Estero Partners,
LLC, a general partner of investment limited partnerships. Each reporting
person disclaims membership in a group with any other person within the
meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act.
(2) These securities are owned by an investment advisory account of West
Highland Capital, Inc. or by an investment limited partnership of which
West Highland Capital, Inc., Estero Partners, LLC and Lang H. Gerhard are
the general partners.
<PAGE>
FORM 4 (continued) Page 4 of 4 Pages
(3) Each reporting person has only a pro rata interest in the securities
with respect to which indirect beneficial ownership is reported and
disclaims beneficial ownership in such securities except to the extent of
such reporting person's pecuniary interest.
Lang H. Gerhard 9-15-00
By: West Highland Capital, Inc.
Attorney-in-fact
By: /s/ Bonnie George, Chief Operating Officer
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be manually
signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection
of information contained in this form are not required to respond
unless the form displays a currently valid OMB Number. SEC 1474 (7-96)
Joint Filer Information
Name: West Highland Capital, Inc.
Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904
Designated Filer: Lang H. Gerhard
Issuer and Ticker Symbol: Mpower Communications Corp. (MPWR)
Statement for Month/Year: September 2000
Signature: West Highland Capital, Inc.
By: /s/ Bonnie George, Chief Operating Officer
Name: Estero Partners, LLC
Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904
Designated Filer: Lang H. Gerhard
Issuer and Ticker Symbol: Mpower Communications Corp. (MPWR)
Statement for Month/Year: September 2000
Signature: Estero Partners, LLC
By: West Highland Capital, Inc., Attorney-in-Fact
By: /s/ Bonnie George, Chief Operating Officer
CSR\2463\041\1115108.01
