UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington,SECURITIES D.C.AND 20549 EXCHANGE COMMISSION

FORMWashington, 8-K D.C. 20549

CURRENTFORM REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 8-K

DateCURRENT ofREPORT ReportPursuant to Section 13 or 15(Dated) of earliestthe eventSecurities reported):Exchange June 8,Act 2006 of 1934

~~Mpower~~Date ~~Holding~~of ~~Corporation~~ Report (Date of earliest event reported): July 31, 2006

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

Mpower Holding Corporation
(Exact name of registrant as specified in its charter)

175 Sully’s Trail, Suite 300, Pittsford, New York 14534

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

~~Registrant~~ 175 Sully’s ~~telephone~~Trail, ~~number~~Suite 300, ~~including~~Pittsford, ~~area~~New ~~code:~~York 14534 (Address of principal executive offices) (~~585~~zip code) ~~218-6550~~

~~N/A~~ Registrant’s ~~(Former~~telephone ~~name or former address~~number, ifincluding ~~changed~~area ~~since last report~~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~~ N/A~~.2.):~~

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Former name ~~CFR~~or ~~230.425)~~former þaddress, ~~Soliciting~~if ~~material~~changed ~~pursuant~~since tolast ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~report) 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))

~~Item~~ Check the appropriate box below if the Form 8~~.01~~-K ~~Other~~filing ~~Events.~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On[x] ~~June 8,~~Soliciting ~~2006,~~material ~~Mpower~~pursuant ~~Holding~~to ~~Corporation (the~~Rule ~~“Company”)~~14a-12 ~~issued~~under ~~a press release announcing that~~ the ~~Company~~Exchange ~~will~~Act ~~hold~~(17 ~~a special meeting of stockholders on Wednesday, August 2, 2006, at 10:00 a.m.~~CFR ~~local time at the The Benjamin Hotel, 125 East 50th Street, New York, New York for the purpose of voting on the merger agreement among the Company, U~~ 240.S.14a-12) ~~TelePacific Holdings Corp. and TPMC Acquisition Corp. Stockholders of record of the Company as of the close of business on Monday, July 3, 2006 will be entitled to vote at the special meeting.~~

A[ ] ~~copy~~Pre-commencement ofcommunications pursuant ~~the~~to ~~press~~Rule ~~release~~14d-2(b) ~~issued~~under by the ~~Company~~Exchange ~~announcing~~Act ~~the~~(17 ~~date~~CFR ~~of the special meeting and the record date is filed as an exhibit hereto and is incorporated herein by reference~~240. 14d-2(b))

~~Item 9.01~~[ ] ~~Financial~~Pre-commencement ~~Statements~~communications ~~and~~pursuant ~~Exhibits.~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(c)		Exhibits
99.1		Press Release, dated June 8, 2006, of Mpower Holding Corporation, announcing the date of the special meeting and the record date.

Item 8.01 Other Events.

~~SIGNATURE~~On July 31, 2006, Mpower Holding Corporation (the “Company”) issued a press release announcing that the Federal Communications Commission has approved the change in control of the Company’s domestic Section 214 authorization with respect to the Company’s proposed merger with U.S. TelePacific Holdings Corp. The Company also announced that all of the telecommunications-related regulatory approvals required for the closing of the merger transaction have been obtained.

~~Pursuant~~A tocopy ~~the requirements~~ of the ~~Securities~~press ~~Exchange~~release ~~Act~~is ~~of 1934, the registrant has duly~~filed ~~caused~~as ~~this~~an ~~report~~exhibit tohereto beand ~~signed~~is onincorporated ~~its~~herein ~~behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

MpowerItem Holding Corporation By: /s/ Russell I9.01 ZuckermanFinancial Name:Statements Russell I. Zuckerman Title: Senior Vice President, General Counsel and SecretaryExhibits.

Date: June 8, 2006

(c)	Exhibits

99.1	Press Release, dated July 31, 2006, of Mpower Holding Corporation.

EXHIBIT INDEX SIGNATURE

Exhibit
No.		Description
99.1		Press Release, dated June 8, 2006, of Mpower Holding Corporation, announcing the date of the special meeting and the record date.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mpower Holding Corporation

By:	/s/	Russell I. Zuckerman
	Name:	Russell I. Zuckerman
	Title:	Senior Vice President, General Counsel
		and Secretary

Date: August 1, 2006

EXHIBIT INDEX

Exhibit No.	Description

99.1	Press Release, dated July 31, 2006, of Mpower Holding Corporation.

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