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

STATEMENT OF CHANGES IN 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

Form 4

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OMB Number: 3235-0287

Expires: December 31, 2001

Estimated average burden

hours per response 0.5

¨ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)
.

(Print or Type Responses)

1 .Name and Address of Reporting Person

2. Issuer Name and Ticker or Trading Symbol

MPower Communications Corp. (MPWR)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

______Director XX 10% Owner

______Officer (give ______Other (specify title below) below)

____________________________

(Last) (First) (Middle)

Gerhard, Lang H.

3. IRS Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for
Month/Year

12/2000

(Street)

300 Drakes Landing Road, Suite 290,

5. If Amendment,
Date of Original
(Month/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.

(City) (State) (Zip)

Greenbrae, CA 94904

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 4)

2. Trans-
action
Date

(Month/
Day/
Year)

3. Trans-
Action
Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 AND 5)

5. Amount of
Securities
Beneficially
Owned at
End of Month

(Instr. 3 and 4)

6. Owner-
ship
Form:
Direct
(D) or
Indirect
(I)

(Instr. 4)

7. Nature of Indirect Beneficial Ownership

(Instr. 4)

Code

Amount

(A) or

(D)

Price

Common Stock

12/01/00

84,150

2.8125

9,185,386

D & I

See Notes 3 & 5.

Common Stock

12/01/00

25,850

2.8125

2,925,514

See Notes 2 & 5.

Common Stock

12/01/00

153,000

2.875

9,185,386

D & I

See Notes 3 & 5.

Common Stock

12/01/00

47,000

2.875

2,925,514

See Notes 2 & 5.

Common Stock

12/01/00

116

2.75

9,185,386

D & I

See Notes 3 & 5.

Common Stock

12/01/00

2.75

2,925,514

See Notes 2 & 5.

Common Stock

12/01/00

10,328

2.8269

9,185,386

D & I

See Notes 3 & 5.

Common Stock

12/01/00

3,172

2.8269

2,925,514

See Notes 2 & 5.

Common Stock

12/01/00

9,945

2.9038

9,185,386

D & I

See Notes 3 & 5.

Common Stock

12/01/00

3,055

2.9038

2,925,514

See Notes 2 & 5.

Common Stock

12/01/00

150

2.75

6,500,000

See Note 4

Common Stock

12/01/00

1,800

2.5625

6,500,000

See Note 4

Common Stock

12/01/00

6,070

2.8125

6,500,000

See Note 4

Common Stock

12/04/00

30,600

2.9063

9,185,386

D & I

See Notes 3 & 5.

Common Stock

12/04/00

9,400

2.9063

2,925,514

See Notes 2 & 5

Common Stock

12/04/00

15,300

2.9611

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/04/00

4,700

2.9611

2,925,514

See Notes 2 & 5

Common Stock

12/04/00

6,885

2.941

9,185,386

D & I

See Notes 3 & 5.

Common Stock

12/04/00

2,115

2.941

2,925,514

See Notes 2 & 5.

Common Stock

12/05/00

20,655

3.1808

9,185,386

D & I

See Notes 3 & 5.

Common Stock

12/05/00

6,345

3.1808

2,925,514

See Notes 2 & 5

Common Stock

12/05/00

66,173

3.2227

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/05/00

20,327

3.2227

2,925,514

See Notes 2 & 5

Common Stock

12/05/00

38,250

3.35

9,185,386

D&I

See Notes 3 & 5

Common Stock

12/05/00

11,750

3.35

2,925,514

See Notes 2 & 5

Common Stock

12/05/00

99,450

3.1707

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/05/00

30,550

3.1707

2,925,514

See Notes 2 & 5

Common Stock

12/06/00

3,060

3.3867

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/06/00

940

3.3867

2,925,514

See Notes 2 & 5

Common Stock

12/06/00

19,125

3.2188

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/06/00

5,875

3.2188

2,925,514

See Notes 2 & 5

Common Stock

12/06/00

57,375

3.25

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/06/00

17,625

3.25

2,925,514

See Notes 2 & 5

Common Stock

12/06/00

11,475

3.4375

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/06/00

3,525

3.4375

2,925,514

See Notes 2 & 5

Common Stock

12/06/00

31,059

3.3845

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/06/00

9,541

3.3845

2,925,514

See Notes 2 & 5

Common Stock

12/07/00

108,171

2.9375

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/07/00

33,229

2.9375

2,925,514

See Notes 2 & 5

Common Stock

12/08/00

114,750

4.0146

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/08/00

35,250

4.0146

2,925,514

See Notes 2 & 5

Common Stock

12/08/00

76,500

4.1531

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/08/00

23,500

4.1531

2,925,514

See Notes 2 & 5

Common Stock

12/08/00

20,961

3.7148

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/08/00

6,439

3.7148

2,925,514

See Notes 2 & 5

Common Stock

12/08/00

153,000

3.9156

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/08/00

47,000

3.9156

2,925,514

See Notes 2 & 5

Common Stock

12/11/00

34,425

4.875

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/11/00

10,575

4.875

2,925,514

See Notes 2 & 5

Common Stock

12/11/00

67,703

4.75

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/11/00

20,797

4.75

2,925,514

See Notes 2 & 5

Common Stock

12/18/00

1,500,000

3.00

6,500,000

See Note 4

Common Stock

12/18/00

1,227,000

3.00

9,185,386

D & I

See Notes 3 & 5

Common Stock

12/18/00

273,000

3.00

2,925,514

See Notes 2 & 5

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained
(Over)
in this form are not required to respond unless the form displays SEC 1474 (3-00)

a currently valid OMB control number.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative Security
(Instr. 4)

2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans-
action
Date

(Month/
Day/
Year)

4. Trans-
action
Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed of (D)
(Instr. 3, 4, and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/
Year).

7. Title and Amount of Securities
Underlying
Derivative Security
(Inst. 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of deriv-
ative
Secur-
ities
Bene-
ficially
Owned
at End
of
Month
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 4)

11. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

(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; (iii) Estero Partners, LLC, a general partner of investment limited partnerships and (iv) West Highland Partners, L.P., an investment limited partnership of which Lang Gerhard, West Highland Capital, Inc. and Estero Partners, LLC are the general partners. Lang Gerhard, West Highland Capital, Inc. and Estero Partners, LLC constitute a group as defined by Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. West Highland Partners, L.P. is filing jointly and disclaims membership in a group.

(2) These securities are owned by an investment advisory client 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.

(3) These securities are owned directly by West Highland Partners, L.P. Each of the other reporting persons is a partner of West Highland Partners, L.P. but disclaims beneficial ownership of the shares held by that partner except to the extent of its pro rata pecuniary interest therein.

(4) These securities are owned directly by Lang Gerhard.

(5) Each reporting person disclaims beneficial ownership of the securities with respect to which indirect beneficial ownership is reported except to the extent of such reporting person's pro rata pecuniary interest therein.

Lang H. Gerhard 1/8/01

By: West Highland Capital, Inc.

Attorney-in-fact

By: /s/ Bonnie George

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

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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: December 2000

Signature: West Highland Capital, Inc.

By:

/s/ Bonnie George

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: December 2000

Signature: Estero Partners, LLC

By: West Highland Capital, Inc., Attorney-in-Fact

By:

/s/ Bonnie George

Bonnie George, Chief Operating Officer

Name: West Highland Partners, L.P.

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: December 2000

Signature: West Highland Partners, L.P.

By: West Highland Capital, Inc., General Partner

By:

/s/ Bonnie George

Bonnie George, Chief Operating Officer

MPOWER COMMUNICATIONS CORP 4