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 January 27, 2003

(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

1/27/03

S

240,000

D

$0.24

See Note 3

D and I

See Notes 2 & 4

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 Acquired (A) or Disposed 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 disclaim membership in a group with any other person within the meaning of 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 with any person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act.

(2) The securities were sold by WHP and as such were owned indirectly by WHC, Estero and Gerhard.

(3) After the transaction reported on this form, WHP directly owned 8,561,013 shares, Estero beneficially owned 8,561,013 shares indirectly, and the number of shares beneficially owned by each of Gerhard and WHC was unchanged.

(4) WHP disclaims beneficial ownership of the securities with respect to which its ownership is reported. Each of Gerhard, Estero and WHC disclaims beneficial ownership of the securities he or it beneficially owns, except to the extent, if any, of his or its pecuniary interest therein.

/s/ Lang H. Gerhard 1/29/03

** 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 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: January 27, 2003

Signature: West Highland Capital, Inc.

By: /s/ Lang H. Gerhard

President

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: January 27, 2003

Signature: Estero Partners, LLC

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

By: /s/ Lang H. Gerhard

President

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: January 27, 2003

Signature: West Highland Partners, L.P.

By: West Highland Capital, Inc., General Partner

By: /s/ Lang H. Gerhard

President