MCLEODUSA INCORPORATED
One Martha’s Way
Hiawatha, Iowa 52233
February 11, 2008
BY EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: | McLeodUSA Incorporated | |
| Registration Statement on Form S-1 | ||
| Filed with the Securities and Exchange Commission on March 22, 2007 | ||
| (Registration No. 333-141490) | ||
| Request for Withdrawal |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, McLeodUSA Incorporated (the “Company”) hereby applies for the withdrawal of its registration statement on Form S-1, File No. 333-141490, which was initially filed with the Commission on March 22, 2007 (the “Registration Statement”).
No sales of any of the Company’s securities have been made pursuant to the Registration Statement. As a result of its acquisition by PAETEC Holding Corp. on February 8, 2008, the Company does not intend to sell securities registered pursuant to the Registration Statement.
Accordingly, the Company respectfully requests that the Commission grant an order for the withdrawal of the Registration Statement and declare the withdrawal effective as soon as practicable.
If the staff should have any questions concerning the foregoing, please do not hesitate to contact the undersigned at (585) 340-2500.
Very truly yours,
| MCLEODUSA INCORPORATED | ||
| By: | /s/ Charles E. Sieving | |
| Name: | Charles E. Sieving | |
| Title: | Vice President and Secretary | |
