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
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 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*
ASPEN ADVISORS LLC
(Last) (First) (Middle)
152 WEST 57TH STREET
39TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MPOWER HOLDING CORP [ MPE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $.001 per share 08/07/2006 S 10,290,000 D $1.92 0 I See Footnotes(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to purchase Common Stock $1.62 08/07/2006 S 200,000 (3) 09/25/2008 Common Stock 200,000 (4) 0 I See Footnotes(1)(2)
1. Name and Address of Reporting Person*
ASPEN ADVISORS LLC
(Last) (First) (Middle)
152 WEST 57TH STREET
39TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASPEN PARTNERS SERIES A
(Last) (First) (Middle)
C/O ASPEN ADVISORS LLC
152 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASPEN CAPITAL LLC
(Last) (First) (Middle)
C/O ASPEN ADVISORS LLC
152 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
HECHT NIKOS
(Last) (First) (Middle)
C/O ASPEN ADVISORS LLC
152 WEST 57TH STREET, 39TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Explanation of Responses:
1. The shares of Common Stock reported herein were beneficially owned by Aspen Partners Series A, a series of Aspen Capital Partners L.P., a Delaware limited partnership (the "Partnership"). The general partner of the Partnership is Aspen Capital, LLC, a Delaware limited liability company (the "General Partner"). The managing member of the General Partner is Nikos Hecht. The investment manager of the Partnership is Aspen Advisors LLC (the "Advisor"). The managing member of the Advisor is Nikos Hecht. As a result thereof, each of the General Partner, the Advisor and Nikos Hecht may be deemed to have beneficially owned the shares held by the Partnership.
2. The shares of Common Stock reported herein were beneficially owned by private institutional accounts managed by the Advisor. The managing member of the Advisor is Nikos Hecht. As a result thereof, each of the Advisor and Nikos Hecht may be deemed to have beneficially owned the shares held by such private institutional accounts.
3. Immediately exercisable.
4. Warrants were cancelled in the merger with U.S. TelePacific Holdings Corp. in exchange for a cash payment equal to the number of warrants multiplied by the difference between $1.92 per share and the warrant exercise price.
Remarks:
Nikos Hecht, Managing Member 08/09/2006
Aspen Partners, Series A, a series of Aspen Capital Partners, LP, by Aspen Capital LLC, General Partner, by Nikos Hecht, Managing Member 08/09/2006
Aspen Capital LLC, by Nikos Hecht, Managing Member 08/09/2006
Nikos Hecht 08/09/2006
** 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).
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