UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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): January 18 31, 2006

Mpower Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-32941	52-2232143
----------------------	----------------------	----------------------
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification Number)
State or other jurisdiction of incorporation	Commission File Number	I.R.S. Employer Identification Number

175 Sully’s Trail, Suite 300, Pittsford, NY 14534

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (585) 218-6550

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 (see General Instruction A.2.):

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))

~~Section~~Item 81.01 Entry Into ~~Other~~a ~~Events.~~Material Definitive Agreement.

~~Item~~On 8January 31, 2006, the Compensation Committee of the Board of Directors (the “Committee”) of Mpower Holding Corporation (the “Company”) approved forms of Restricted Stock award agreements under the Company’s 2005 Long-Term Incentive Plan (the “Plan”).01 ~~Other~~The ~~Events~~Plan, which was approved by the Company’s shareholders on August 16, 2005, provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards to the Company’s employees, officers, directors and consultants.

OnThe ~~January~~forms of ~~18,~~the ~~2006~~award agreements are attached hereto as Exhibits 10.1, ~~Mpower~~10.2 ~~Holding~~and ~~Corporation~~10.3. These forms ~~issued~~are ~~the~~being ~~following~~filed ~~press~~for future use. No restricted share awards to named ~~release:~~executive officers are being made at this time.

~~Mpower~~Index ~~Holding Corporation (AMEX:MPE), the parent company of Mpower Communications Corp., a leading provider of data and voice services~~ to retail and wholesale business customers, today announced that its Board of Directors has approved a stock repurchase program under which Mpower is authorized to acquire up to $10 million of its outstanding common stock in the open market over the next 12 months. The company also announced it intends to adopt a prearranged 10b5-1 stock trading plan and use a portion of the $10 million to repurchase the company’s stock pursuant to that plan. That 10b5-1 plan will be implemented when permitted under company-imposed blackout periods and insider trading law restrictions.Exhibits

Mpower’s stock repurchase program adopted today allows the company to make share purchases from time to time during its normal trading windows, depending on market conditions, share price and other factors. The 10b5-1 trading plan, when adopted, will allow Mpower to also repurchase shares at times when it otherwise might be prevented from doing so under the insider trading laws or because of self-imposed trading blackout periods.

Exhibit No.	Description
10.1	Form of Non-Executive Restricted Stock Award Agreement.
10.2	Form of Executive Restricted Stock Award Agreement.
10.3	Alternative Form of Executive Restricted Stock Award Agreement.

“The Board’s approval of this program reflects a strong belief in Mpower’s future and is consistent with our belief that our current valuation does not reflect the underlying long-term value of the company,” explained Mpower Chairman and Chief Executive Officer Rolla P. Huff. “We are going to be opportunistic about making share repurchases in the open market from time to time during our normal trading windows. The 10b5-1 program, when adopted, will allow us to consistently purchase shares through prearranged trades without interruption, whether or not we are in a blackout period for any reason.”

The repurchased shares will be held in treasury. As of January 18, 2006, Mpower had 91,546,765 shares of common stock outstanding.

Forward-Looking Statements

Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, certain statements contained in this press release regarding our and/or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. These forward-looking statements are not historical facts and are only estimates or predictions. Actual results may differ materially from those projected as a result of risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information, or otherwise.

About Mpower Communications

Founded in 1996, Mpower Communications (AMEX:MPE) is a leading facilities-based broadband communications provider offering a full range of data, telephony, Internet access and Web hosting services for retail business and wholesale customers. Further information about the company can be found at www.mpowercom.com.

Contacts

Mpower Communications Investor Contact: Gregg Clevenger, Chief Financial Officer Phone: 585-218-6547 Email: invest@mpowercom.com Mpower Communications Media Contact: Michele Sadwick, Vice President Phone: 585-218-6542 Email: msadwick@mpowercom.com

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, asMpower ~~amended, the~~Holding ~~Registrant~~Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MPOWER HOLDING CORPORATION
Date: January 19, 2006	By:	/s/ Russell I. Zuckerman
Date: January 31, 2006	By:	/s/ Russell I. Zuckerman
		Russell I. Zuckerman
		Senior Vice President, General Counsel and Secretary
		Senior Vice President, General Counsel & Secretary

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