<PAGE> OMB Number 3235-0104
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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
West Highland Partners, L.P.
300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904.
2. Date of Event Requiring Statement (Month/Day/Year) 9/15/00
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)
6. If Amendment, Date of Original (Month/Day/Year) __________________
7. Individual or Joint/Group Filing (Check Applicable line)
_XX_ Form filed by one Reporting Person - See Note (1).
____ Form filed by More than One Reporting Person
<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)
7,650,044
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) D
4. Nature of Indirect Beneficial Ownership (Instr. 5)
__________________________________________________________________________
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 person is an investment limited partnership of which
West Highland Capital, Inc., Estero Partners, LLC and Lang H. Gerhard are
the general partners. Previously, such general partners jointly filed a
Form 3 reporting their beneficial ownership of Common Stock of MPWR. West
Highland Partners, L.P. disclaims membership in a group with any other
person within the meaning of Rule 13d-5(b)(1) and Rule 16a-1(a)(1) under
the Securities Exchange Act of 1934, as amended.
<PAGE>
FORM 3 (continued) Page 4 of 4 Pages
9-25-00 Highland Partners, L.P.
By: West Highland Capital, Inc.
General Partner
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)
CSR\2463\041\1116044.01
