EXHIBIT 10.4

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS  OF  ANY  STATE  OF  THE UNITED STATES. SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF  SUCH REGISTRATION OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.

                                   [Form of]

                              COMMON STOCK WARRANT

                            Void after March 16, 2003

Warrant  No.  A-1-[ ]

This  certifies  that, for value received, [                  ] or its permitted
assigns  is  entitled,  subject  to  the  terms  and conditions set forth herein
(including  the  exercise  conditions  of  Section  2), to purchase from Rhythms
NetConnections  Inc  (the "Company"), a Delaware corporation, up to [
                                                ] fully  paid and nonassessable
shares (the "Shares") of Common Stock (as defined herein) at the exercise  price
of  $45.00  per  share (the "Exercise Price").  The Exercise Price and number of
Shares is subject to adjustment as provided in this Warrant.  The term "Warrant"
as  used  herein  shall  include  this  Warrant  and  any  warrants delivered in
substitution  or  exchange  therefor  as  provided  herein.

     1.     Definitions.  As  used  in this Warrant, the following terms, unless
the  context  otherwise  requires,  have  the  following  meanings:

          (a)     "Affiliate" means with respect to any Person, any other Person
directly  or  indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For the purposes of this definition, "control"
when  used  with  respect to any Person means the power to direct the management
and  policies  of  such  Person,  directly  or  indirectly,  whether through the
ownership  of  voting  securities,  by  contract  or  otherwise;  and  the terms
"controlling"  and  "controlled"  have  meanings  correlative  to the foregoing.

          (b)     "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and  Friday  that  is not a day on which banking institutions in the City of New
York  are  authorized  or  obligated  by  law  or  executive order to be closed.
          (c)     "Capital  Stock" or "capital stock" means, with respect to any
Person,  any  and  all  shares,  interests,  participations, rights in, or other
equivalents  (however  designated  and whether voting and/or non-voting) of such
Person's capital stock, whether outstanding on the date of the Warrant or issued
after  the  date of the Warrant, and any and all rights (other than any evidence
of indebtedness) or warrants exercisable or exchangeable for or convertible into
such  capital  stock.

          (d)     "Common Stock" means shares of the Company's common stock, par
value $0.001 per share and capital stock of any other class or series into which
the  Common  Stock  may  hereafter  by  changed.

          (e)     "Company"  means  Rhythms  NetConnections  Inc. and any Person
that  shall  succeed  to  or  assume  the  obligations of the Company under this
Warrant.

          (f)     "HMTF  Group"  means Hicks, Muse, Tate & Furst Incorporated, a
Texas  corporation, and its Affiliates and their respective officers, directors,
partners,  members,  stockholders and employees (and members of their respective
families  and  trusts  for  the  primary benefit of such family members) and HM4
Rhythms  Qualified  Fund,  LLC; HM4 Rhythms Private Fund, LLC; HM PG-IV Rhythms,
LLC;  HM  4-SBS  Rhythms  Coinvestors, LLC, HM 4-EQ Rhythms Coinvestors, LLC and
HMTF  Bridge  RHY,  LLC  and  their  respective  Affiliates.

          (g)     "HMTF  Holders"  means  members  of  the  HMTF  Group that are
holders  of  all or a portion of this Warrant and the shares of the Common Stock
issuable  upon  exercise  of  this  Warrant.

          (h)     "Person"  means  any  individual,  partnership,  corporation,
limited  liability  company,  joint  venture,  association, joint-stock company,
trust,  unincorporated  organization,  government  or  agency  or  political
subdivision  thereof,  or  other  entity.

          (i)     "Public  Offering" shall mean a public offering by the Company
of  its  Common  Stock  registered under the Securities Act of 1933, as amended.

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          (j)     "Warrantholder",  "holder  of  Warrant",  "holder", or similar
terms  refers  to  the  holder  of  this  Warrant.

     2.     Exercise  Provisions.

          (a)     Exercisability.  The holder of this Warrant may exercise it in
whole  or  in  part to the extent then exercisable by surrender of this Warrant,
with  the  form  of subscription at the end of this Warrant duly executed by the
holder,  to the Company at its principal office (or to the office of the Warrant
Agent  as  contemplated in Section 6(b), if applicable), accompanied by payment,
in  lawful money of the United States, of the amount obtained by multiplying the
Exercise  Price  (as  adjusted  from  time to time pursuant to the terms of this
Warrant)  by  the  number of shares of Common Stock designated in such completed
subscription  form.  This  Warrant  shall  be  deemed  to  have  been  exercised
immediately  prior  to  the  close  of  business on the day of surrender of such
Warrant,  and  the  person or persons entitled to receive shares of Common Stock
issuable  upon exercise of this Warrant shall be treated for all purposes as the
record  holder  or  holders  of  such  shares  of  Common  Stock  at  such time.

     (b)     Payment  of  Exercise Price  Payment shall be made by check payable
to  the  Company.

     (c)     Restrictions  on Exercise.  This Warrant is exercisable at any time
and  from  time  to  time  from  the  date hereof, provided this Warrant has not
terminated  pursuant  to  Section  10.

     3.     Delivery  of  Stock Certificates.  As soon as possible after full or
partial  exercise of this Warrant in accordance with the terms hereof and in any
event  within  ten  (10)  days after such exercise, the Company, at its expense,
will  cause  to  be  issued  in  the name of and delivered to the holder of this
Warrant,  a  certificate  or  certificates  for  the  number  of  fully paid and
nonassessable shares of Common Stock to which that holder shall be entitled upon
such exercise.  In the event that this Warrant is exercised in part, the Company
at  its  expense  will  also  execute  and  deliver  a new Warrant of like tenor
exercisable  for  the  number  of  Shares  for  which  this  Warrant may then be
exercised.  No fractional shares or scrip representing fractional shares will be
issued  upon  exercise  of this Warrant.  If upon any exercise of this Warrant a
fraction  of  a share would otherwise be issuable, the Company will pay the cash
value of that fractional share, calculated on the basis of the fair market value
as  of  the  date  of  exercise.

     4.     Adjustment  Provisions

     The  Exercise  Price  shall be adjusted from time to time by the Company as
follows:

          (a)     If  the  Company  shall  hereafter  pay  a  dividend or make a
distribution  to all holders of the outstanding shares of Common Stock in shares
of  Common Stock, the Exercise Price in effect at the opening of business on the
date  following the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Exercise  Price  by  a  fraction  the  numerator of which shall be the number of
shares  of Common Stock outstanding at the close of business on the Common Stock
Record  Date  (as  defined in Section 4(f)(ii)) fixed for such determination and
the denominator of which shall be the sum of such number of shares and the total
number  of  shares  constituting  such  dividend  or  other  distribution,  such
reduction  to  become effective immediately after the opening of business on the
day  following  the Common Stock Record Date. If any dividend or distribution of
the type described in this Section 4(a) is declared but not so paid or made, the
Exercise Price shall again be adjusted to the Exercise Price which would then be
in  effect  if  such  dividend  or  distribution  had  not  been  declared.

     (b)     (i)    In  case the Company shall issue or sell any Common Stock in
a  financing conducted as an underwritten public offering or a private placement
(in each case for cash and other than transactions with strategic investors) for
a  consideration per share that is 90% or  less than the Current Market Price on
the  date  of  such  issuance, or shall issue securities convertible into Common
Stock  having  an  Exercise Price per share that is 90% or less than the Current
Market  Price at the date of issuance of such convertible security, the Exercise
Price  to  be  in  effect  after  such  issuance  or sale shall be determined by
multiplying  the  Exercise Price in effect immediately prior to such issuance or
sale  by  a  fraction,  (1)  the  numerator of which shall be the sum of (x) the
number  of shares of Common Stock outstanding immediately prior to such issuance
or  sale  and  (y)  the  number  of  shares  of Common Stock which the aggregate
consideration  receivable  by  the  Company  for  the total number of additional
shares  of  Common  Stock  so  issued  or sold (or issuable on conversion) would
purchase  at  the  Current  Market  Price  in  effect  immediately prior to such
issuance or sale and (2) the denominator of which shall be the sum of the number
of shares of Common Stock outstanding immediately prior to such issuance or sale
and the number of additional shares of Common Stock to be issued or sold (or, in
the  case of convertible securities, issued on conversion).  Notwithstanding the
foregoing,  the  Exercise  Price  shall  not  be  adjusted  as  a  result of the
circumstances  described  in  this  Section 4(b)(i) if the HMTF Holders shall be
offered  the  opportunity  to  purchase  their  pro  rata  portion (based on the

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percentage of the outstanding shares of Common Stock represented by the Warrants
then  held by such HMTF Holders on an as-exercised basis) of such offering.  The
preemptive  right  set forth in the preceding sentence shall be deemed waived as
to  an  HMTF  Holder if such HMTF Holder does not respond in a timely fashion to
notice  of  the  pricing  of  the  offering  to which the preemptive right would
otherwise  apply.

          (ii)     If the Company shall offer or issue rights or warrants to all
holders  of  its  outstanding shares of Common Stock entitling them to subscribe
for  or  purchase  shares  of  Common  Stock  at a price per share less than the
Current  Market  Price  (as  defined  in Section 4(f) (iii)) on the Common Stock
Record Date fixed for the determination of shareholders entitled to receive such
rights  or warrants, the Exercise Price shall be adjusted so that the same shall
equal  the  price  determined by multiplying the Exercise Price in effect at the
opening  of  business  on  the  date  after  such  Common Stock Record Date by a
fraction  of  which  the numerator shall be the number of shares of Common Stock
outstanding  at  the  close of business on the Common Stock Record Date plus the
number of shares of Common Stock which the aggregate offering price of the total
number  of  shares  of  Common  Stock  subject  to such rights or warrants would
purchase  at such Current Market Price and of which the denominator shall be the
number  of  shares  of  Common Stock outstanding at the close of business on the
Common  Stock  Record  Date plus the total number of additional shares of Common
Stock  subject  to  such  rights or warrants for subscription or purchase.  Such
adjustment  shall  become effective immediately after the opening of business on
the  day  following  the  Common  Stock  Record  Date fixed for determination of
shareholders  entitled  to  purchase or receive such rights or warrants.  To the
extent  that shares of Common Stock are not delivered pursuant to such rights or
warrants,  upon  the  expiration  or  termination of such rights or warrants the
Exercise Price shall again be adjusted to be the Exercise Price which would then
be  in  effect  had  the  adjustments  made  upon the issuance of such rights or
warrants  been  made  on  the  basis of delivery of only the number of shares of
Common  Stock actually delivered.  If such rights or warrants are not so issued,
the  Exercise Price shall again be adjusted to be the Exercise Price which would
then  be  in  effect  if  such  date fixed for the determination of shareholders
entitled  to receive such rights or warrants had not been fixed.  In determining
whether  any rights or warrants entitle the holders to subscribe for or purchase
shares  of  Common  Stock  at  less  than  such  Current  Market  Price,  and in
determining  the  aggregate offering price of such shares of Common Stock, there
shall  be  taken  into account (x) any consideration received for such rights or
warrants,  with  the value of such consideration and the amount of such exercise
or  subscription  price,  if  other  than cash, to be determined by the Board of
Directors  and  (y)  the  amount  of  any  exercise  price or subscription price
required  to  be  paid  upon  exercise  of  such  warrants  or  rights.

          (c)     If  the outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Exercise Price in effect at
the opening of business on the day following the day upon which such subdivision
becomes  effective  shall  be  proportionately  reduced, and, conversely, if the
outstanding  shares  of  Common Stock shall be combined into a smaller number of
shares  of Common Stock, the Exercise Price in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately increased, such reduction or increase, as the case may be, to
become  effective immediately after the opening of business on the day following
the  day  upon  which  such  subdivision  or  combination  becomes  effective.

     (d)     (i)  If  the Company shall, by dividend or otherwise, distribute to
all  holders  of  its  shares  of Common Stock any class of capital stock of the
Company  (other  than  any  dividends  or  distributions  to  which Section 4(a)
applies)  or  evidences  of  its  indebtedness,  cash or other assets (including
securities,  but  excluding  any  rights  or  warrants  of a type referred to in
Section  4(b)(ii)  and  dividends and distributions paid exclusively in cash and
excluding  any  capital  stock,  evidences  of  indebtedness,  cash  or  assets
distributed  upon  a merger or consolidation to which Section 4(k) applies) (the
foregoing hereinafter in this Section 4(d) called the "Distributed Securities"),
then,  in  each  such case, the Exercise Price shall be reduced so that the same
shall  be  equal  to  the  price determined by multiplying the Exercise Price in
effect  immediately  prior  to  the close of business on the Common Stock Record
Date  with  respect  to  such  distribution by a fraction of which the numerator
shall  be the Current Market Price (determined as provided in Section 4(f)(iii))
on  such  date  less  the  fair  market  value  (as  determined  by the Board of
Directors, whose good faith determination shall be conclusive and described in a
resolution  of  the  Board  of  Directors)  on  such  date of the portion of the
Distributed  Securities  so  distributed applicable to one share of Common Stock
and the denominator shall be such Current Market Price, such reduction to become
effective  immediately prior to the opening of business on the day following the
Common  Stock  Record  Date; provided, however, that, in the event the then fair
market  value (as so determined) of the portion of the Distributed Securities so
distributed  applicable to one share of Common Stock is equal to or greater than
the  Current  Market  Price  on  the  Common  Stock  Record Date, in lieu of the
foregoing  adjustment,  adequate  provision  shall  be  made  so  that  each
Warrantholder  shall have the right to receive upon exercise of such Warrant (or
any portion thereof) the amount of Distributed Securities such holder would have
received had such holder exercised such Warrant (or portion thereof) immediately
prior  to such Common Stock Record Date. If such dividend or distribution is not

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so  paid  or made, the Exercise Price shall again be adjusted to be the Exercise
Price  which  would  then  be in effect if such dividend or distribution had not
been declared. If the Board of Directors determines the fair market value of any
distribution  for  purposes  of  this Section 4(d) by reference to the actual or
when  issued  trading market for any securities constituting all or part of such
distribution,  it  must  in doing so consider the prices in such market over the
same  period  used  in  computing  the  Current Market Price pursuant to Section
4(f)(iii)  to  the  extent  possible.

          (ii)     Options, rights or warrants distributed by the Company to all
holders of shares of Common Stock entitling the holders thereof to subscribe for
or  purchase  shares  of  the Company's capital stock (either initially or under
certain  circumstances), which options, rights or warrants, until the occurrence
of  a specified event or events ("Dilution Trigger Event"): (A) are deemed to be
transferred  with  such shares of Common Stock; (B) are not exercisable; and (C)
are  also issued in respect of future issuances of shares of Common Stock, shall
be  deemed  not  to  have been distributed for purposes of this Section 4(d)(ii)
(and  no  adjustment  to the Exercise Price under this Section 4(d)(ii) shall be
required) until the occurrence of the earliest Dilution Trigger Event, whereupon
such  options,  rights and warrants shall be deemed to have been distributed and
an  appropriate  adjustment  to  the  Exercise Price under this Section 4(d)(ii)
shall  be  made.  If  any  such  options, rights or warrants, including any such
existing  options, rights or warrants distributed prior to the first issuance of
the  Warrants,  are subject to subsequent events, upon the occurrence of each of
which  such  options,  rights  or  warrants shall become exercisable to purchase
different  securities,  evidences  of  indebtedness  or  other  assets, then the
occurrence  of  each  such event shall be deemed to be such date of issuance and
record  date  with respect to new options, rights or warrants (and a termination
or  expiration  of the existing options, rights or warrants, without exercise by
the  holder  thereof).  In addition, in the event of any distribution (or deemed
distribution) of options, rights or warrants, or any Dilution Trigger Event with
respect  thereto,  that  was  counted for purposes of calculating a distribution
amount  for  which  an adjustment to the Exercise Price under this Section 4 was
made,  (1)  in  the case of any such options, rights or warrants which shall all
have  been  redeemed or repurchased without exercise by any holders thereof, the
Exercise  Price  shall be readjusted upon such final redemption or repurchase to
give  effect to such distribution or Dilution Trigger Event, as the case may be,
as  though  it  were  a  cash distribution, equal to the per share redemption or
repurchase  price received by a holder or holders of shares of Common Stock with
respect  to  such options, rights or warrants (assuming such holder had retained
such options, rights or warrants), made to all holders of shares of Common Stock
as  of  the  date  of such redemption or repurchase, and (2) in the case of such
options,  rights or warrants which shall have expired or been terminated without
exercise  by  any  holders thereof, the Exercise Price shall be readjusted as if
such  options,  rights  and  warrants  had  not  been  issued.

          (iii)     Notwithstanding  any other provision of this Section 4(d) to
the  contrary,  options,  rights,  warrants,  evidences  of  indebtedness, other
securities,  cash  or  other  assets  (including, without limitation, any rights
distributed pursuant to any shareholder rights plan) shall be deemed not to have
been  distributed  for purposes of this Section 4(d) if the Company makes proper
provision so that each Warrantholder who exercises such Warrants (or any portion
thereof)  after  the  date  fixed  for determination of shareholders entitled to
receive  such  distribution  shall be entitled to receive upon such exercise, in
addition  to  the shares of Common Stock issuable upon such exercise, the amount
and  kind  of  such  distributions  that such holder would have been entitled to
receive  if  such  holder  had,  immediately  prior  to such determination date,
exercised  such  Warrants.

          (iv)     For purposes of this Section 4(d) and Sections 4(a) and 4(b),
any  dividend or distribution to which this Section 4(d) is applicable that also
includes shares of Common Stock, or options, rights or warrants to subscribe for
or  purchase  shares  of  Common Stock to which 4(b) applies (or both), shall be
deemed  instead  to  be  (A)  a  dividend  or  distribution  of the evidences of
indebtedness,  assets,  shares  of  capital stock, rights or warrants other than
such shares of Common Stock or options, rights or warrants to which Section 4(b)
applies (and any Exercise Price reduction required by this Section 4(d)(iv) with
respect  to  such  dividend  or  distribution  shall  then  be made) immediately
followed  by  (B)  a  dividend or distribution of such shares of Common Stock or
such  options,  rights  or  warrants  (and  any further Exercise Price reduction
required  by Sections 4(a) or 4(b) with respect to such dividend or distribution
shall  then  be  made),  except  that  (1)  the Common Stock Record Date of such
dividend  or  distribution  shall  be  substituted  as  "the  date fixed for the
determination  of  stockholders  entitled  to  receive  such  dividend  or other
distribution",  "the  Common Stock Record Date fixed for such determination" and
"the  Common  Stock  Record Date" within the meaning of Section 4(a) and as "the
date fixed for the determination of shareholders entitled to receive such rights
or  warrants",  "the Common Stock Record Date fixed for the determination of the
stockholders entitled to receive such rights or warrants" and "such Common Stock
Record  Date"  for  purposes of Section 4(b), and (2) any shares of Common Stock
included  in  such  dividend or distribution shall not be deemed "outstanding at
the close of business on the date fixed for such determination" for the purposes
of  Section  4(a).


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          (e)     If  a  tender  offer  made  by  the  Company  or  any  of  its
subsidiaries  for all or any portion of the Common Stock expires and such tender
offer  (as  amended  upon  the  expiration  thereof)  requires  the  payment  to
shareholders  (based on the acceptance (up to any maximum specified in the terms
of the tender offer) of Purchased Shares) of an aggregate consideration having a
fair  market  value  (as  determined by the Board of Directors, whose good faith
determination  shall be conclusive and described in a resolution of the Board of
Directors)  that, combined together with the aggregate of the cash plus the fair
market  value  (as  determined  by  the  Board  of  Directors,  whose good faith
determination  shall be conclusive and described in a resolution of the Board of
Directors)  as  of the expiration of such tender offer, of consideration payable
in  respect of any other tender offers by the Company or any of its subsidiaries
for  all  or  any  portion  of the shares of Common Stock expiring within the 12
months  preceding the expiration of such tender offer and in respect of which no
adjustment pursuant to this Section 4(e) has been made, exceeds 5% of the income
of  the  Company reported for the 12 month period ending with the fiscal quarter
next  preceding  such  payment (the "12 Month Net Income") (determined as of the
last  time (the "Expiration Time") tenders could have been made pursuant to such
tender  offer  (as it may be amended)), then, and in each such case, immediately
prior  to  the  opening  of business on the day after the date of the Expiration
Time,  the  Exercise  Price  shall  be adjusted so that the same shall equal the
price  determined  by multiplying the Exercise Price in effect immediately prior
to  the  close  of  business on the date of the Expiration Time by a fraction of
which  the  numerator  shall be the number of shares of Common Stock outstanding
(including any tendered shares) at the Expiration Time multiplied by the Current
Market  Price  of a share of Common Stock on the trading day next succeeding the
Expiration  Time  and  the  denominator  shall be the sum of (x) the fair market
value  (determined  as  aforesaid)  of  the  aggregate  consideration payable to
shareholders  based  on the acceptance (up to any maximum specified in the terms
of  the tender offer) of all shares validly tendered and not withdrawn as of the
Expiration  Time  (the  shares deemed so accepted, up to any such maximum, being
referred  to  as  the  "Purchased  Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) at the Expiration
Time  and  the Current Market Price of the shares of Common Stock on the trading
day  next  succeeding  the  Expiration  Time,  such reduction (if any) to become
effective  immediately prior to the opening of business on the day following the
Expiration  Time. If the Company is obligated to purchase shares pursuant to any
such  tender  offer,  but the Company is permanently prevented by applicable law
from  effecting  any  such  purchases  or  all such purchases are rescinded, the
Exercise Price shall again be adjusted to be the Exercise Price which would then
be  in effect if such tender offer had not been made. If the application of this
Section  4(e)  to  any  tender offer would result in an increase in the Exercise
Price,  no  adjustment  shall  be  made for such tender offer under this Section
4(e).
          (f)     For purposes of this Section 4, the following terms shall have
the  meaning  indicated:
               (i)     "closing price" with respect to any securities on any day
means  the  closing  sale  price as of 4:00 p.m. Eastern Time on such day or any
earlier  final  closing on such day or, if no such sale takes place on such day,
the average of the reported high and low bid prices on such day, in each case on
the  Nasdaq  National Market, or the New York Stock Exchange, as applicable, or,
if such security is not listed or admitted to trading on such national market or
exchange, on the national stock exchange or Commission recognized trading market
in  the  United States on which such security is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
stock exchange or Commission recognized trading market in the United States, the
average  of the high and low bid prices of such security on the over-the-counter
market  on  the  day  in  question  as reported by the National Quotation Bureau
Incorporated  or  a  similar  generally accepted reporting service in the United
States,  or,  if  not  so available, in such manner as furnished by any New York
Stock  Exchange member firm selected from time to time by the Board of Directors
for that purpose, or a price determined in good faith by the Board of Directors,
whose  determination  shall  be  conclusive and described in a resolution of the
Board  of  Directors.
               (ii)     "Common  Stock  Record  Date" means, with respect to any
dividend,  distribution  or  other  transaction or event in which the holders of
Common Stock have the right to receive any cash, securities or other property or
in  which  the  Common  Stock (or other applicable security) is exchanged for or
converted  into  any combination of cash, securities or other property, the date
fixed  for  determination  of  shareholders  entitled  to  receive  such  cash,
securities  or  other  property  (whether  such  date  is  fixed by the Board of
Directors  or  by  statute,  contract  or  otherwise).
               (iii)     "Current  Market  Price" means the average of the daily
closing  prices  per  share  of Common Stock for the 10 consecutive trading days
immediately  prior  to  the date in question; provided, however, that (A) if the
"ex"  date  (as  hereinafter  defined) for any event (other than the issuance or
distribution  requiring  such  computation)  that  requires an adjustment to the
Exercise  Price pursuant to Section 4(a), 4(b), 4(c), 4(d) or 4(e) occurs during
such  10  consecutive trading days, the closing price for each trading day prior
to  the  "ex"  date  for  such other event shall be adjusted by multiplying such
closing price by the same fraction by which the Exercise Price is so required to
be  adjusted as a result of such other event, (B) if the "ex" date for any event
(other  than  the  issuance  or  distribution  requiring  such computation) that
requires  an  adjustment  to  the Exercise Price pursuant to Section 4(a), 4(b),

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4(c),  4(d)  or  4(e)  occurs  on  or  after  the  "ex" date for the issuance or
distribution  requiring  such  computation and prior to the day in question, the
closing  price  for  each  trading day on and after the "ex" date for such other
event  shall  be adjusted by multiplying such closing price by the reciprocal of
the  fraction  by  which  the  Exercise Price is so required to be adjusted as a
result  of  such  other  event  and  (C)  if  the  "ex" date for the issuance or
distribution  requiring  such computation is prior to the day in question, after
taking  into  account  any  adjustment required pursuant to clause (A) or (B) of
this  proviso, the closing price for each trading day on or after such "ex" date
shall  be  adjusted by adding thereto the amount of any cash and the fair market
value  (as  determined by the Board of Directors in a manner consistent with any
good  faith determination of such value for purposes of Section 4(d), whose good
faith  determination  shall  be  conclusive and described in a resolution of the
Board of Directors) of the evidences of indebtedness, shares of capital stock or
assets being distributed applicable to one share of Common Stock as of the close
of  business  on the day before such "ex" date.  For purposes of any computation
under  Section  4(e), the Current Market Price on any date shall be deemed to be
the  average  of the daily closing prices per share of Common Stock for such day
and  the  next two succeeding trading days; provided, however, that, if the "ex"
date for any event (other than the tender offer requiring such computation) that
requires  an  adjustment  to  the Exercise Price pursuant to Section 4(a), 4(b),
4(c),  4(d)  or  4(e),  occurs on or after the Expiration Time for the tender or
exchange  offer requiring such computation and prior to the day in question, the
closing  price  for  each  trading day on and after the "ex" date for such other
event  shall  be adjusted by multiplying such closing price by the reciprocal of
the  fraction  by  which  the  Exercise Price is so required to be adjusted as a
result  of such other event.  For purposes of this paragraph, the term "ex" date
(1) when used with respect to any issuance or distribution, means the first date
on  which  the shares of Common Stock trade regular way on the relevant exchange
or  in the relevant market from which the closing price was obtained without the
right  to  receive  such issuance or distribution, (2) when used with respect to
any  subdivision  or combination of shares of Common Stock, means the first date
on  which  the  shares  of Common Stock trade regular way on such exchange or in
such  market  after  the  time  at which such subdivision or combination becomes
effective  and  (3) when used with respect to any tender or exchange offer means
the  first  date  on  which the shares of Common Stock trade regular way on such
exchange  or  in  such  market  after  the  Expiration  Time  of  such  offer.
Notwithstanding  the  foregoing, whenever successive adjustments to the Exercise
Price  are called for pursuant to this Section 4, such adjustments shall be made
to the Current Market Price as may be necessary or appropriate to effectuate the
intent  of  this  Section  4  and  to  avoid  unjust  or inequitable results, as
determined  in  good  faith  by  the  Board  of  Directors.
               (iv)     "Fair  Market  Value"  means  the amount which a willing
buyer  would  pay  a  willing  seller  in  an  arm's-length  transaction.

          (g)     No  adjustment  in the Exercise Price shall be required unless
such  adjustment  would  require  an increase or decrease of at least 1% in such
price;  provided,  however, that any adjustments which by reason of this Section
4(g) are not required to be made shall be carried forward and taken into account
in  any  subsequent  adjustment.  All calculations under this Section 4 shall be
made by the Company and shall be made to the nearest cent. No adjustment need be
made  for  a  change  in  the  par  value  or  no par value of the Common Stock.

          (h)     Whenever  the  Exercise  Price is adjusted as herein provided,
the  Company  shall  promptly  file  with the Registrar an Officers' Certificate
setting  forth the Exercise Price after such adjustment and the number of shares
of Common Stock for which this Warrant will be exercisable after such adjustment
pursuant  to  Section  4(e)  and  setting  forth  a brief statement of the facts
requiring  such  adjustment.  Promptly  after  delivery of such certificate, the
Company  shall prepare a notice of such adjustment of the Exercise Price setting
forth  the adjusted Exercise Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Exercise Price to
each  Warrantholder  at  such holder's last address appearing on the register of
holders maintained for that purpose within 20 days of the effective date of such
adjustment.  Failure  to  deliver  such  notice shall not affect the legality or
validity  of  any  such  adjustment.

          (i)     In  any  case  in  which  this  Section  4  provides  that  an
adjustment  shall  become effective immediately after a Common Stock Record Date
for  an  event, the Company may defer until the occurrence of such event issuing
to  the  holder of any Warrant exercised after such Common Stock Record Date and
before  the  occurrence  of  such  event  the  additional shares of Common Stock
issuable  upon  such exercise by reason of the adjustment required by such event
over  and  above  the  shares of Common Stock issuable upon such exercise before
giving  effect  to  such  adjustment.
          (j)     For purposes of this Section 4, the number of shares of Common
Stock  at  any time outstanding shall not include shares held in the treasury of
the  Company. The Company shall not pay any dividend or make any distribution on
shares  of  Common  Stock  held  in  the  treasury  of  the  Company.

          (k)     In case of any consolidation of the Company with, or merger of
the  Company  into, any other Person, or in case of any merger of another Person
into  the  Company  (other  than  a  merger  that  does  not  result  in  any
reclassification,  conversion,  exchange or cancelation of outstanding shares of

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Common  Stock of the Company), or in case of any sale, conveyance or transfer of
all  or  substantially  all  the assets of the Company, the Warrantholders shall
have  the  right thereafter, during the period such Warrant shall be exercisable
as  specified in Section 2(a), to convert such Warrants into the kind and amount
of  securities,  cash  and  other  property  receivable upon such consolidation,
merger,  conveyance  or  transfer  by a holder of the number of shares of Common
Stock  of  the  Company  for  which  the  Warrants  might  have  been  exercised
immediately  prior  to  such  consolidation,  merger,  conveyance  or  transfer,
assuming such holder of shares of Common Stock of the Company failed to exercise
his rights of election, if any, as to the kind or amount of securities, cash and
other  property  receivable  upon  such  consolidation,  merger,  conveyance  or
transfer  (provided  that,  if  the kind or amount of securities, cash and other
property  receivable  upon such consolidation, merger, conveyance or transfer is
not  the  same for each share of Common Stock of the Company in respect of which
such  rights  of  election  shall not have been exercised ("nonelecting share"),
then  for  the  purpose  of this Section 4(k) the kind and amount of securities,
cash  and  other property receivable upon such consolidation, merger, conveyance
or  transfer by each nonelecting share shall be deemed to be the kind and amount
so  receivable  per  share  by  a  plurality  of  the  nonelecting shares). Such
securities  shall  provide  for  adjustments which, for events subsequent to the
effective  date of the triggering event, shall be as nearly equivalent as may be
practicable  to  the  adjustments  provided  for in this Section 4(k). The above
provisions  of  this  Section  4(k)  shall  similarly  apply  to  successive
consolidations,  mergers,  conveyances  or  transfers.

          (l)     Upon  each adjustment of the Exercise Price as a result of the
operation of this Section 4, this Warrant shall thereafter evidence the right to
purchase,  at the adjusted Exercise Price, that number of shares of Common Stock
obtained by multiplying the number of shares covered by this Warrant immediately
prior  to  this  adjustment by the Exercise Price in effect immediately prior to
such  adjustment  and  dividing the product so obtained by the Exercise Price in
effect  immediately  after  such  adjustment  of  the  Exercise  Price.

     5.     Notice  of  Certain Events.  If at any time prior to the termination
or  full  exercise  of  this  Warrant:

          (a)     the  Company  shall declare any dividend payable in stock upon
its  Common  Stock,  make any distribution to the holders of its Common Stock or
offer for subscription pro rata to holders of Common Stock any additional shares
of  stock  of  any  class  or  other  rights;
          (b)     there shall be any reclassification of the Common Stock of the
Company;

          (c)     there shall be any consolidation or merger of the Company with
or  into,  or  sale  of  all  or  substantially  all  of  its assets to, another
corporation;

          (d)     there  shall  be  a  voluntary  or  involuntary  dissolution,
liquidation  or  winding  up  of  the  Company;  or

          (e)     there  shall  be  a  Public  Offering;
then,  in  any  one  or more of such cases, the Company shall give the holder at
least  10  days'  prior  written  notice  of  the date on which the books of the
Company  shall  close or a record shall be taken for such dividend, distribution
or  subscription rights or for determining rights to vote in respect to any such
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding  up  or  of  the  date of a filing of a registration statement under the
Securities  Act  for  a  Public  Offering.  Such  notice  in accordance with the
foregoing  clause  shall  also  specify,  in  the  case  of  any  such dividend,
distribution  or  subscription  rights,  the  date on which the holders shall be
entitled  thereto, and such notice in accordance with the foregoing clause shall
also  specify  the date on which the holders shall be entitled to exchange their
Common  Stock  for  securities  or  other  property  deliverable  upon  such
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding  up,  as  the  case  may be.  Each such written notice shall be given by
first-class  mail,  postage  prepared, addressed to the holder at the address of
the  holder  as  shown  on  the  books  of  the  Company.

     6.     Transfer  of  Warrants.

     (a)     Warrant  Register.  The  Company  shall  maintain  a  register (the
"Warrant Register") containing the names, addresses and facsimile numbers of the
holder(s).  Any  holder  of  this  Warrant or any portion thereof may change its
address  as  shown  on  the  Warrant  Register  by written notice to the Company
requesting  such  a  change.  Until  this  Warrant is transferred on the Warrant
Register,  the  Company may treat the holder as shown on the Warrant Register as
the  absolute owner of this Warrant for all purposes, notwithstanding any notice
to  the  contrary.

     (b)     Warrant  Agent.  The  Company may, by written notice to the holder,
appoint an agent for the purpose of maintaining the Warrant Register referred to
in  Section  6(a)  above,  issuing  any  other securities then issuable upon the
exercise of this Warrant, exchanging this Warrant, replacing this Warrant or any
or  all  of  the  foregoing.  Thereafter,  any  such  registration,  issuance or

                                    PAGE   7
<PAGE>
replacement,  as  the  case  may  be, shall be made at the office of such agent.

     (c)     Transferability  and  Negotiability  of  Warrant.  Title  to  this
Warrant  may  be  transferred  by  endorsement  (by  the  holder  executing  the
Assignment  Form  attached hereto) and delivery in the same manner as negotiable
instruments  transferable  by  endorsement  and  delivery.

     (d)     Exchange  of Warrant Upon a Transfer.  On surrender of this Warrant
for  exchange,  properly  endorsed  on  the  Assignment  Form and subject to the
provisions  of  this Warrant with respect to compliance with the Securities Act,
the  Company  at  its expense shall issue to or on the order of the holder a new
warrant  or  warrants of like tenor, in the name of the holder or as the holders
(on  payment  by  the  holder  of  any  applicable  transfer  taxes) may direct,
exercisable  for  the  number  of  Shares  issuable  upon  the  exercise hereof.

     7.     Registration  Rights.  If  the holder of this Warrant is a party to,
or  an  assignee  of  rights  under, that certain Registration Rights Agreement,
dated March 16, 2000 (the "Registration Rights Agreement"), such holder shall be
entitled to include any shares of Common Stock or other securities received upon
exercise  of the Warrant with such holder's Registrable Securities (as such term
is defined in the Registration Rights Agreement), on the terms and conditions as
set  forth  in  the  Registration  Rights  Agreement.

     8.     Amendment and Waivers.  No amendment, modification or termination of
this  Warrant shall be binding unless executed in writing by the Company and the
Warrantholder  intending  to  be  bound  thereby.

     9.     Waivers  and  Extensions.  Any  provision  of  this  Warrant  may be
amended, waived or modified only if such amendment, waiver or modification is in
writing,  is  signed by the party intending to be bound, and specifically refers
to  this  Warrant.  Waivers may be made in advance or after the right waived has
arisen  or  the  breach  or  default  waived  has  occurred.  Any  waiver may be
conditional.  No  waiver  of  any  breach  of  any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof
nor  of  any  other  agreement  or  provision  herein  contained.  No  waiver or
extension  of  time for performance of any obligations or acts shall be deemed a
waiver  or  extension  of  the  time for performance of any other obligations or
acts.

     10.     Termination.  The  right  to exercise this Warrant shall expire and
shall  be  void  at  5:00  p.m.  New  York  City  time  on  March  16,  2003.

     11.     Reservation  of  Stock.  The  Company covenants that it will at all
times  reserve  and  keep  available,  solely for issuance upon exercise of this
Warrant,  all  shares  of  Common  Stock  or  other securities from time to time
issuable  upon exercise of this Warrant and, subject to any existing contractual
limitations,  from  time  to  time,  will  take all steps necessary to amend its
Certificate  of Incorporation to provide sufficient reserves of shares of Common
Stock  or  other securities issuable upon exercise of this Warrant.  The Company
further covenants that all shares that may be issued upon the exercise of rights
represented  by  this  Warrant  and  payment of the Exercise Price, as set forth
herein, will be fully paid and non-assessable and free from all taxes, liens and
charges  in  respect  of  the  issue  thereof.  The Company also agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged  with  the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon exercise of this Warrant.

     12.     Replacement.  On receipt of evidence reasonably satisfactory to the
Company  of  the loss, theft, destruction, or mutilation of this Warrant and, in
the  case of loss, theft, or destruction, on delivery of any indemnity agreement
or  bond  reasonably  satisfactory  in form and amount to the Company or, in the
case  of  mutilation, on surrender and cancellation of this Warrant, the Company
at  its expense will execute and deliver, in lieu of this Warrant, a new Warrant
of  like  tenor.

     13.     No Rights as Stockholder.  Except as provided in Section 2 or 4, no
holder  of this Warrant, as such, shall be entitled to vote or receive dividends
or  be  considered  a  stockholder  of  the  Company  for any purpose, nor shall
anything in this Warrant be construed to confer on any holder of this Warrant as
such,  any  rights of a stockholder of the Company or any right to vote, give or
withhold  consent  to  any  corporate  action,  to  receive notice of meeting of
stockholders,  to  receive  dividends  or  subscription  rights  or  otherwise.

     14.     Miscellaneous  Provisions.

     (a)     Governing  Law.  This  Warrant  shall  be  governed by, interpreted
under,  and  construed  in  accordance  with  the laws of the State of New York,
regardless  of  the laws that might otherwise govern under applicable principles
of  conflicts  of  laws  thereof.

     (b)     Notices.  All  notices,  demands,  requests, consents, approvals or
other communications (collectively, "Notices") required or permitted to be given
hereunder  or  which  are given with respect to this Warrant shall be in writing
and  shall be personally served, delivered by reputable air courier service with

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<PAGE>
charges  prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
to  such  address  as  such  party shall have specified most recently by written
notice.  Notice  shall be deemed given on the date of service or transmission if
personally  served  or  transmitted  by  telegram,  telex  or facsimile.  Notice
otherwise sent as provided herein shall be deemed given on the next business day
following  delivery  of  such  notice  to  a  reputable  air  courier  service.

     (c)     Binding  Effect.  The  provisions  of this Warrant shall be binding
upon  the  Company  and  its  successors  and  assigns.

     (d)     Remedies.  In  the  event  of  a breach of this Warrant, the holder
shall  be  entitled  to injunctive relief and specific performance of its rights
under  this Warrant, in addition to all of its rights granted by law, including,
without  limitation,  recovery  of  damages.  The  Company  agrees that monetary
damages  would not be adequate compensation for any loss incurred by reason of a
breach  of  this  Warrant  by  the  Company and hereby waives any defense in any
action  for injunctive relief or specific performance that a remedy at law would
be  adequate.

     (e)     Headings.  Titles  and headings of sections of this Warrant are for
convenience  only and shall not affect the construction of any provision of this
Warrant.

Dated:  March  16,  2000
                                                 RHYTHMS  NETCONNECTIONS,  INC.

                                                 By:/s/ Catherine Hapka
                                                 Name:     Catherine  Hapka
                                                 Title: Chief Executive Officer






                                    PAGE   9
<PAGE>
                                SUBSCRIPTION FORM
                  (To be signed only upon exercise of Warrant)
To:          .
Attention:     Secretary

     (1)     The  undersigned,  the  holder  of  the  attached  Warrant,  hereby
irrevocably  elects  to [exercise the purchase right represented by that Warrant
for,  and to purchase under that Warrant, ___________  shares of Common Stock of
and  herewith tenders any necessary payment of the purchase price in such number
of  shares  in  full.]  [to  exercise  [all][a  portion]  of  the purchase right
represented by that Warrant by canceling the Warrant with respect to ___________
shares  of  Common Stock of . in exchange for a number of shares of Common Stock
equal  to  the  value [as determined pursuant to the Warrant] as the [portion of
the]  Warrant  [being  canceled].
     (2)     In  exercising  the  Warrant,  the  undersigned hereby confirms and
acknowledges  that  the shares of  Common Stock or other securities to be issued
upon  exercise  thereof  are  being  acquired  solely  for  the  account  of the
undersigned  and  not as a nominee for any other party, and that the undersigned
will  not  sell, offer for sale, pledge, hypothecate or otherwise dispose of any
shares  of  Common  Stock,  except under circumstances that will not result in a
violation  of  the  Securities  Act of 1933, as amended, or any applicable state
securities  laws.
     (3)     Please  issue  a  certificate(s) representing said shares of Common
Stock  in the name of the undersigned or in the name of the transferee specified
below.
     (4)     Please  issue a new Warrant for the unexercised portion in the name
of  the  undersigned or in the name of the permitted transferee specified below.
     (5)     Please  deliver  any  certificate(s)  or  Warrant  to the following
address.

Name:          ___________________________
Address:       ___________________________
Attention:     ___________________________

Dated:


                              By:___________________________
                                 Name

Footnote:

1.   Insert  here  the  number  of shares called for on the face of the Warrant
(or,  in  the  case  of partial exercise, the portion as to which the Warrant is
being  exercised), without making any adjustment for additional shares of Common
Stock or any other securities or property which, under the adjustment provisions
of  the  Warrant,  may  be  deliverable  upon  exercise.

                                    PAGE   10
<PAGE>



                                 ASSIGNMENT FORM
     FOR  VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the assignee named below all of the rights of
the  undersigned  under  this  Warrant,  with respect to the number of shares of
Common  Stock  set  forth  below:

                                            No.  of  Shares  of
Name  and  Address  of  Assignee             Common  Stock




and  does  hereby  irrevocably  constitute  and  appoint _______________________
attorney-in-fact  to  register such transfer onto the books of , Inc. maintained
for  the  purpose,  with  full  power  of  substitution  in  the  premises.

Date:_______________________          Print  Name:_______________________


                                      Signature:________________________
                                      Witness:  ________________________


NOTICE:     The  signature  on  this assignment must correspond with the name as
written  upon  the  face  of  the  within  Warrant  in every particular, without
alteration  or  enlargement  or  any  change  whatsoever.
























































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