Exhibit 99.1

REVOCABLE PROXY

                          CAPROCK COMMUNICATIONS CORP.
                        SPECIAL MEETING OF STOCKHOLDERS

                                 [______], 2000

                             9:00 a.m., local time

                        15601 Dallas Parkway, Suite 700
                              Dallas, Texas 75001


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         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
               FOR USE AT THE SPECIAL MEETING ON [______], 2000

          The undersigned stockholder of CapRock Communications Corp. (the
"Company") hereby appoints Jere W. Thompson, Jr. and Leo J. Cyr, or either one
of them, with full power of substitution, as proxies to cast all votes, as
designated below, which the undersigned stockholder is entitled to cast at the
special meeting of stockholders (the "Special Meeting") to be held on [____],
2000, at 9:00 a.m., local time, at 15601 Dallas Parkway, Suite 700, Dallas,
Texas 75001, and at any adjournment or postponement thereof, upon the following
matter and any other matter as may properly come before the Special Meeting or
any adjournment or postponement thereof.

          This proxy, when properly executed, will be voted as directed by the
stockholder named herein and in accordance with the best judgment of the proxies
as to other matters.  IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR"
PROPOSAL 1 AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXIES AS TO OTHER
MATTERS.

          THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.  The
stockholder named herein hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders and the Proxy Statement/Prospectus relating to the
Special Meeting and hereby revokes any proxy or proxies heretofore given.  The
stockholder named herein may revoke this proxy at any time before it is voted by
filing with the Corporate Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date, or by attending the
Special Meeting and voting in person.

 PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
                           POSTAGE PREPAID ENVELOPE.





1. Proposal to approve and adopt the Agreement and Plan of Merger, by and among
   McLeodUSA Incorporated, Cactus Acquisition Corp., and CapRock Communications
   Corp., dated as of October 2, 2000.

                        For             Against            Abstain

                        [ ]                [ ]                [ ]

   If you receive more than one proxy card, please date, sign and return all
   cards in the accompanying envelope.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED "FOR" PROPOSAL 1.


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                                                   Signature

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                                 Signature (To be signed if shares are held by
                                 joint tenants as community property.)


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                                 Title, if applicable

                                 Dated ________________, 2000

                                 _____________________________________________
                                 This proxy should be dated and signed by the
                                 Shareholder(s) exactly as his or her name
                                 appears thereon and returned promptly in the
                                 enclosed envelope. Persons signing in a
                                 fiduciary capacity should so indicate. If
                                 shares are held by joint tenants as community
                                 property, both should sign.



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