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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): February 10, 1999
 
                             McLEODUSA INCORPORATED
             (Exact name of registrant as specified in its charter)
 
        Delaware                    0-20763                  42-1407240
     (State or Other              (Commission               (IRS Employer
      Jurisdiction               File Number)          Identification Number)
    of Incorporation)
 
             McLeodUSA Technology Park                       52406-3177
 6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, IA        (Zip Code)

                   (Address of Principal Executive Offices)
 
       Registrant's telephone number, including area code: (319) 364-0000
 
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                   INFORMATION TO BE INCLUDED IN THE REPORT
 
Item 5. Other Events
 
Proposed Private Debt Offering
 
  After the close of The Nasdaq Stock Market, Inc.'s National Market System on
the evening of February 10, 1999, the Company issued a press release
announcing that it plans to raise approximately $250 million in a proposed
private offering of senior notes due 2009 (i) to "qualified institutional
buyers"(as defined in Rule 144A under the Securities Act of 1933) and (ii)
pursuant to offers and sales that occur outside the United States in
accordance with Regulation S under the Securities Act of 1933.
 
  Enclosed as Exhibit 99.1 to this Current Report on Form 8-K, and
incorporated by reference herein, is the text of the press release issued by
the Company on the evening of February 10, 1999.
 
                                   * * * * *
 
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
 
  (c) Exhibits.
 

   
 99.1 Press Release, dated February 10, 1999, announcing the Company's intent
      to raise up to $250 million in a proposed private debt offering of senior
      notes due 2009.

 
 
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                                  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
 
Date: February 11, 1999
 
                                                     /s/ Randall Rings
                                          By: _________________________________
                                                       Randall Rings
                                               Vice President, Secretary and
                                                      General Counsel

 
                                 EXHIBIT INDEX
 


                                                                 Page Number
                                                                in Sequential
 Exhibit Number                    Exhibit                     Numbering System
 --------------                    -------                     ----------------
                                                         
      99.1       Press Release, dated February 10, 1999,
                 announcing the Company's intent to raise up
                 to $250 million in a proposed private debt
                 offering of senior notes due 2009.