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                                                                   EXHIBIT 10.51

                               FIRST AMENDMENT TO

                         AGREEMENT REGARDING GUARANTEE


     THIS FIRST AMENDMENT to a certain Agreement Regarding Guarantee is made
and entered into this 14th day of May, 1996, by and between McLeod, Inc.
("McLeod"), a Delaware corporation, and IES Investments Inc. ("Investments"), a
Delaware corporation, and IES Diversified Inc. ("IES"), a Delaware corporation.

     WHEREAS, McLeod and IES entered into said Agreement Regarding Guarantee as
of May 16, 1994 (the "Agreement"), pursuant to which McLeod granted certain
options to Investments in order to induce IES to execute and deliver an
unconditional guarantee of the Line of Credit obligation of McLeod to First
National Bank of Chicago; and

     WHEREAS, the rights of Investments with respect to such options are set
forth in a Nonqualified Stock Option Plan adopted by resolution of the Board on
January 27, 1994 and approved by shareholders on February 23, 1994 (the "Stock
Option Plan"), and are also specifically referred to in the Agreement; and

     WHEREAS, the Stock Option Plan has been amended to clarify the meaning of
the term "calendar quarter" and the Agreement contains various references to
"calendar quarter" and the McLeod and IES and Investments wish to clarify their
original agreements and understandings as to the meaning of that term so that
the Agreement conforms to the terms of the Stock Option Plan and their original
intentions.

     NOW, THEREFORE, in further consideration of the covenants and agreements
and undertakings reflected therein, the Agreement is amended, effective from
its execution on May 16, 1994, as follows:

     1.   All references to the term "calendar quarter" shall mean any one of
          the periods beginning May 17 of any calendar year and ending on the
          immediately succeeding August 16 of the same calendar year or
          beginning August 17 of any calendar year and ending on the
          immediately succeeding November 16 of the same calendar year or
          beginning November 17 of any calendar year and ending on the
          immediately following February 16 of the immediately following
          calendar year or beginning February 17 of any calendar year and
          ending on the immediately following May 16 of the same calendar year.
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     2.   Except as expressly provided above, and in all other respects, the
Agreement Regarding Guarantee entered into as of May 16, 1994, is approved,
ratified and confirmed.

     IN WITNESS WHEREOF, the parties hereto have entered into this First
Amendment to Agreement Regarding Guarantee on the date and year first above
written.

                                 McLeod, Inc.
                                

                                 By:   /s/  JAMES L. CRAM
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                                 IES Diversified Inc.

                                
                                 By:   /s/  DENNIS B. VASS
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                                 IES Investments Inc.

                                
                                 By:   /s/  DENNIS B. VASS
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