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(h) of the Investment Company Act of 1940

Form 4

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(Print or Type Responses)

1 .Name and Address of Reporting Person

2. Issuer Name and Ticker or Trading Symbol Mpower Holding Corporation (MPOW)

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/Day/Year October 7, 2002

(Street) 300 Drakes Landing Road, Suite 290

5. 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.

(City) (State) (Zip) Greenbrae, CA 94904

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

1. Title of Security (Instr. 3)

2. Trans- action Date (Month/ Day/ Year)

2A. Deemed Execution Date, if any (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 Following Reported Transaction(s) (Instr. 3 and 4)

6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

10/7/02

J(2)

21,322

D

See Note 4

D & I

See Notes 5 & 7

Common Stock

10/7/02

J(3)

50,155

D

See Note 4

I

See Notes 6 & 7

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

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

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (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. 3 and 4)

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

9. Number of deriv- ative Secur- ities Bene- ficially Owned Following Reported Tran-saction(s) (Instr. 4)

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

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

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

(2) Pro rata distribution from WHP to a non-managing member of Estero.

(3) Pro rata distributions from an investment limited partnership, other than WHP, of which WHC, Estero and Gerhard are the general partners (the "Other Partnership"), to a limited partner of the Other Partnership (41,967 shares) and to a non-managing member of Estero (8,188 shares).

(4) After the distributions reported on this form, each of Gerhard and WHC beneficially owned 9,597,983 shares indirectly, and Estero beneficially owned 8,888,629 shares indirectly. Each of those figures included 7,224,082 shares owned directly by WHP.

(5) The securities owned directly by WHP are also owned indirectly by WHC, Estero and Gerhard.

(6) The securities owned directly by the Other Partnership (which is not a reporting person) are also owned indirectly by WHC, Estero and Gerhard.

(7) Each reporting person disclaims beneficial ownership of the securities with respect to which indirect beneficial ownership is reported, except to the extent of its pro rata pecuniary interest therein.

Lang H. Gerhard 10/9/02

By: West Highland Capital, Inc.

Attorney-in-fact

By: /s/ Bonnie George

Bonnie George, Chief Operating Officer

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Joint Filer Information

Name: West Highland Capital, Inc.

Address: 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904

Designated Filer: Lang H. Gerhard

Issuer and Ticker Symbol: Mpower Holding Corporation (MPOW)

Statement for Month/Year: October 7, 2002

Signature: West Highland Capital, Inc.

By: /s/ Bonnie George

Chief Operating Officer

Name: Estero Partners, LLC

Address: 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904

Designated Filer: Lang H. Gerhard

Issuer and Ticker Symbol: Mpower Holding Corporation (MPOW)

Statement for Month/Year: October 7, 2002

Signature: Estero Partners, LLC

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

By: /s/ Bonnie George

Chief Operating Officer

Name: West Highland Partners, L.P.

Address: 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904

Designated Filer: Lang H. Gerhard

Issuer and Ticker Symbol: Mpower Holding Corporation (MPOW)

Statement for Month/Year: October 7, 2002

Signature: West Highland Partners, L.P.

By: West Highland Capital, Inc., General Partner

By: /s/ Bonnie George

Chief Operating Officer