8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  December 14, 2004

MCLEODUSA INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

0-20763	42-1407240
(Commission File Number)	(IRS Employer Identification No.)

McLeodUSA Technology Park      6400 C Street SW, P.O. Box 3177      Cedar Rapids, IA	52406-3177
(Address of principal executive offices)	(Zip Code)

(319) 364-0000

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report.)

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 A.2. below):

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

ITEM 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

                (b)

In a press release issued December 14, 2004, a copy of which is hereby incorporated by reference and attached hereto as Exhibit 99.1, we announced that Stephen C. Gray resigned as President and Director on the same date, effective December 31, 2004. Mr. Gray confirmed that he had no disagreements with our Board of Directors or management.

ITEM 9.01      Financial Statements and Exhibits

                (c)

Exhibit No. Description

99.1 Press Release of McLeodUSA Incorporated, dated December 14, 2004

SIGNATURES

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.

MCLEODUSA INCORPORATED
 

Dated: December 15, 2004 By:  /s/  G. Kenneth Burckhardt

Name:	G. Kenneth Burckhardt
Title:	Executive Vice President and Chief Financial Officer

EX-99

Exhibit 99.1

McLeodUSA Announces Resignation of President, Stephen C. Gray

CEDAR RAPIDS, Iowa — (BUSINESS WIRE) — Dec. 14, 2004 — McLeodUSA Incorporated (Nasdaq:MCLD — News), one of the nation’s largest independent, competitive telecommunications services providers, today announced that Stephen C. Gray is resigning from his positions as President of McLeodUSA and a member of McLeodUSA’s Board of Directors, effective December 31, 2004.

“On behalf of the Board of Directors and our Leadership Team, I want to thank Steve for his significant contributions to the Company, particularly over the last three-and-a-half years, and for his commitment to our success,” said Chris A. Davis, Chairman and Chief Executive Officer. “Steve has been an incredible partner and a good friend. He will be missed.”

“We appreciate Steve’s dedication and efforts on behalf of the Company and we wish him the very best in his future endeavors,” said Theodore J. Forstmann, Chairman of the Executive Committee of the Board of Directors and Founding Senior Partner of Forstmann Little & Co. “I am sure he’ll be successful in whatever he chooses to do.”

“After 21 years in telecom and over 12 years with McLeodUSA, I’ve decided it’s time to think about what I want to do next,” said Stephen C. Gray. “I have truly enjoyed working with Chris, Ted, this exceptional management team and the employees of McLeodUSA to build a world-class telecommunications company. Our accomplishments over the past several years have clearly established the foundation for operational excellence well into the future. I wish Chris and the McLeodUSA team every success.”

About McLeodUSA

McLeodUSA provides integrated communications services, including local services, in 25 Midwest, Southwest, Northwest and Rocky Mountain states. The Company is a facilities-based telecommunications provider with, as of September 30, 2004, 38 ATM switches, 39 voice switches, 696 collocations, 435 DSLAMs and 2,474 employees. As of April 16, 2002, Forstmann Little & Co. became a 58% shareholder in the Company. Visit the Company’s Web site at www.mcleodusa.com

Some of the statements in this press release include statements about our future expectations. Statements that are not historical facts are “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Such statements may include projections of financial and operational results and goals, including revenue, EBITDA, Adjusted EBITDA, profitability, savings and cash. In some cases, you can identify these so-called “forward-looking statements” by our use of words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “intend” or “potential” or the negative of those words and other comparable words. These forward-looking statements are subject to known as well as unknown risks and uncertainties that may cause actual results to differ materially from our expectations. Our expectations are based on various factors and assumptions and reflect only our predictions. Factors that could cause actual results to differ materially from the forward-looking statement include technological, regulatory, public policy or other developments in our industry, availability and adequacy of capital resources, current and future economic conditions, the existence of strategic alliances, our ability to generate cash, our ability to implement process and network improvements, our ability to attract and retain customers, our ability to migrate traffic to appropriate platforms and changes in the competitive climate in which we operate. These and other risks are described in more detail in our most recent Annual Report on Form 10-K filed with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.

Contact:

McLeodUSA Incorporated, Cedar Rapids
Investor Contact:
Bryce E. Nemitz, 319-790-7800
or
Press Contact: Bruce A. Tiemann, 319-790-7800
mcleodusa_ir@mcleodusa.com