SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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).

1. Name and Address of Reporting Person^*

Smith Richard Allen Jr

(Last)

(First)

(Middle)

730 SECOND AVENUE SOUTH

SUITE 900

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESCHELON TELECOM INC [ ESCH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2006

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/09/2006		M		3,700	A	$0.68	3,700⁽²⁾	D
Common Stock⁽¹⁾	03/09/2006		S		3,700	D	$14.0008	0⁽²⁾	D
Common Stock⁽¹⁾	03/10/2006		M		1,300	A	$0.68	1,300⁽³⁾	D
Common Stock⁽¹⁾	03/10/2006		S		1,300	D	$14	0⁽³⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options⁽¹⁾	$0.68	03/09/2006		M			3,700	02/07/2003	02/07/2013	Common Stock	3,700	$0.68	89,830⁽²⁾	D
Common Stock Options⁽¹⁾	$0.68	03/10/2006		M			1,300	02/07/2003	02/07/2013	Common Stock	1,300	$0.68	88,530⁽³⁾⁽⁴⁾⁽⁵⁾	D

Explanation of Responses:

1. Transaction takes place under the restrictions of a 10b5-1 trading plan. A 10b5-1 plan enables an insider to establish a program to make transactions according to an advance plan. Such a program allows an insider to continue with planned transactions even if he comes into possession of material non-public information.

2. On March 9, 2006, Mr. Smith exercised and sold 3,700 common stock options.

3. On March 10, 2006, Mr. Smith exercised and sold 1,300 common stock options.

4. On February 7, 2003, Mr. Smith was granted options to purchase 168,530 shares of common stock - 5,000 were exercised and sold in these transactions, 75,000 shares were exercised and sold in previous transactions, 64,913 shares are fully vested and the remaining 23,617 shares will vest on February 7, 2007. On May 22, 2003, Mr. Smith was granted options to purchase 14,762 shares of common stock - 8,857 are vested and the remaining 5,905 will vest equally on the next two anniversary dates. On May 2, 2004, Mr. Smith was granted options to purchase 11,071 shares of common stock - 4,428 are vested and the remaining 6,643 will vest equally on the next three anniversary dates. On April 1, 2005, Mr. Smith was granted options to purchase 5,536 shares of common stock - 1,107 are vested and the remaining 4,429 will vest equally on the next four anniversary dates.

5. On April 29, 2005, Mr. Smith was granted options to purchase 65,414 shares of common stock - 21,806 are vested and the remaining 43,608 will vest equally on the next two anniversary dates. On August 18, 2005, Mr. Smith was granted options to purchase 25,000 shares of common stock - 5,000 are vested and the remaining 20,000 will vest equally on the next four anniversary dates.

	/s/ Richard Allen Smith	03/07/2006
	** Signature of Reporting Person	Date
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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.