EXHIBIT 4.46



                 [Form of Class H Preferred Stock Certificate]
                                  WAM!NET INC.

                             A Minnesota Corporation



No. __                                                  ______ Shares of Class H
                                                     Convertible Preferred Stock


                  This certifies that Winstar Credit Corp. is the registered
holder of Five Thousand (5,000) Shares of Class H 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
_______, 2000.



                                 -----------------------------------------------
                                 Edward J. Driscoll III, Chief Executive Officer



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


                          [REVERSE SIDE OF CERTIFICATE]



                  The Class H Convertible Preferred Stock has the rights and
preferences as set forth in the Certificate of Designations of Class H Preferred
Stock as filed of record with the Minnesota Secretary of State on October 2,
2000, as amended, a copy of which may be obtained from the Company with no
charge.

                  The securities evidenced hereby are subject to the terms of
that certain Stockholder's Agreement, dated as of March 4, 1999, as amended from
time to time, 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 this Agreement has been filed with the Secretary of the Company
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.