EXHIBIT 4.39

                             [Form of Certificate]

                                  WAM!NET INC.

                             A Minnesota Corporation



No. __                                               ______ Shares of Class F
                                                     Convertible Preferred Stock


     This certifies that ______________________ is the registered holder of
_________ Shares of Class F Convertible Preferred Stock, par value $0.01 per
share (see reverse side), transferable only on the books of the Corporation by
the holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.

     IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers this ___ day of February, 2000.


                                       -----------------------------------------
                                       Gary L. Hokkanen, President



                                       -----------------------------------------
                                       Edward J. Driscoll, Jr., Secretary


     The Class F Convertible Preferred Stock has the rights and preferences as
set forth in the Certificate of Designation of Class F Preferred Stock as filed
of record with the Minnesota Secretary of State on February 3, 2000.

     The securities evidenced hereby are subject to the terms of that certain
stockholders agreement, dated as of March 4, 1999 as amended on March 14, 2000;
by and among the Company, Silicon Graphics, Inc., MCI Worldcom, Inc., Winstar
Communications, Inc., Winstar Credit Corp. and Cerberus Partners, L.P. A copy of
the Stockholder's Agreement has been filed with the Secretary of the Corporation
and is available upon request. The securities evidenced hereby have not been
registered under the Securities Act of 1933, as amended (the "Act") and may not
be resold, transferred or otherwise disposed of other than in a transaction
exempt from, or not subject to, the registration requirements of the Act or
pursuant to an effective registration statement thereunder.




     For value received, ______________________________ does hereby sell, assign
and transfer unto _____________________________________________________ Shares
represented by the within Certificate and does hereby irrevocably constitute and
appoint ___________________________________ Attorney to transfer the said Shares
on the books of the within named Corporation with full power of substitution in
the premises.

Dated: ______________________


                                       -----------------------------------------

Note: The signature on this assignment must correspond with the name as written
upon the face of the Certificate, in every particular, without alteration or
enlargement or any change whatever.


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