AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1996

REGISTRATION NO. 333-13885
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MCLEOD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 4813 58-421407240
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

221 THIRD AVENUE SE, SUITE 500
CEDAR RAPIDS, IA 52401
(319) 364-0000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CLARK E. MCLEOD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MCLEOD, INC.
221 THIRD AVENUE SE, SUITE 500
CEDAR RAPIDS, IA 52401
(319) 364-0000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

COPIES TO:

JOSEPH G. CONNOLLY, JR., ESQ.
NANCY J. KELLNER, ESQ. JAMES J. JUNEWICZ, ESQ.
HOGAN & HARTSON L.L.P. MAYER, BROWN & PLATT
555 THIRTEENTH STREET, N.W. 190 SOUTH LASALLE STREET
WASHINGTON, D.C. 20004 CHICAGO, IL 60603
(202) 637-5600 (312) 782-0600

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)

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Class A Common Stock,
$.01 par value.................... 7,130,000 $30.875 $220,138,750 $66,709

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(1) Includes 930,000 shares subject to an over-allotment option granted by the
Company to the Underwriters. See "Underwriting."
(2) Estimated solely for purposes of calculating the registration fee.
(3) $67,955 previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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2

EXPLANATORY NOTE

This Amendment No. 2 to Form S-1 Registration Statement is being filed to
make certain updates to Part II of the Registration Statement and to file
additional exhibits.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the estimated expenses payable by the Company in
connection with the distribution of the securities hereunder. The Selling
Stockholders are not paying any portion of such expenses.

SEC registration fee.................................................... $ 67,955
NASD filing fee......................................................... 22,925
Nasdaq National Market listing fee...................................... 17,500
Accounting fees and expenses............................................ 175,000
Legal fees and expenses................................................. 500,000
Printing and engraving expenses......................................... 195,000
Blue Sky fees and expenses.............................................. 15,000
Transfer Agent fees and expenses........................................ 6,620
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Total......................................................... $ 1,000,000
=======

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The DGCL provides,
however, that such person must have acted in good faith and in a manner such
person reasonably believed to be in (or not opposed to) the best interests of
the corporation and, in the case of a criminal action, such person must have had
no reasonable cause to believe his or her conduct was unlawful. In addition, the
DGCL does not permit indemnification in an action or suit by or in the right of
the corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

The Restated Certificate contains provisions that provide that no director
of the Company shall be liable for breach of fiduciary duty as a director except
for (1) any breach of the directors' duty of loyalty to the Company or its
stockholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (3) liability under
Section 174 of the DGCL; or (4) any transaction from which the director derived
an improper personal benefit. The Restated Certificate contains provisions that
further provide for the indemnification of directors and officers to the fullest
extent permitted by the DGCL. Under the Bylaws of the Company, the Company is
required to advance expenses incurred by an officer or director in defending any
such action if the director or officer undertakes to repay such amount if it is
determined that the director or officer is not entitled to indemnification. In
addition, the Company has entered into indemnity agreements with each of its
directors pursuant to which the Company has agreed to indemnify the directors as
permitted by the DGCL. The Company has obtained directors and officers liability
insurance against certain liabilities, including liabilities under the
Securities Act.

II-1
4

The Underwriting Agreement provides for indemnification by the Underwriters
of the directors, officers and controlling persons of the Company against
certain liabilities, including liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

From the Company's inception on June 6, 1991 through September 30, 1996,
the Company has issued and sold the following securities (as adjusted to give
effect to the 3.75-for-one stock split of the Company's Class A Common Stock and
Class B Common Stock, effective May 2, 1996 (the "Recapitalization")):

(1) In July 1991, the Company issued 18,750 shares of Class A Common
Stock to its founder, Clark E. McLeod. The price per share was $.27, for an
aggregate consideration of $5,000.

(2) In September 1992, the Company granted stock options to five of
its employees to purchase an aggregate of 832,096 shares of Class A Common
Stock pursuant to the 1992 Plan at an exercise price of $.27 per share and
granted Clark E. McLeod stock options to purchase an aggregate of 172,298
shares of Class A Common Stock pursuant to the 1992 Plan at an exercise
price of $.29 per share.

(3) In January 1993, the Company issued an aggregate of 6,356,256
shares of Class A Common Stock to Clark E. McLeod (2,462,334), Mary E.
McLeod (2,481,080), Holly A. McLeod (34,459), James L. Cram (153,548),
Virginia A. Cram (153,548), William A. Cram (18,750), Kristin J. Cram
(18,750), Stephen C. and Sally W. Gray (86,149), Scott L. and Julie A.
Goldberg (68,918), Kirk E. Kaalberg (17,232), and Bruce A. and Susan M.
Thayer (861,488). The price per share was $.27, for an aggregate
consideration of $1,695,000.

(4) Between March and November 1993, the Company granted stock options
to 35 of its employees to purchase an aggregate of 1,193,438 shares of
Class A Common Stock pursuant to the 1992 Plan (198,750) and the 1993 Plan
(994,688), at an exercise price of $.80 per share and granted Clark E.
McLeod stock options to purchase an aggregate of 180,000 shares of Class A
Common Stock pursuant to the 1992 Plan (56,250) and the 1993 Plan
(123,750), at an exercise price of $.88 per share.

(5) In April 1993, the Company issued an aggregate of 5,618,754 shares
of Class A Common Stock to Mary E. McLeod (1,249,999), Clark E. McLeod
(1,250,003), Allsop (2,500,002), David C. Stanard (123,750), Judith A.
Stanard (56,250), Douglas McGowan (153,750), Stephen C. and Sally W. Gray
(18,750), James L. Cram (18,750), Virginia A. Cram (18,750), John D. and
Karleen M. Hagan (18,750), Scott L. and Julie A. Goldberg (18,750), Robert
C. and Deborah B. Taylor (18,750), Mernat & Co. f/b/o Henry Royer IRA
(37,500), Gene L. Hassman (41,250), Stephen Samuel Gray Irrevocable Trust
(3,750), Mernat & Co. f/b/o Joanne H. Collins Trust (45,000), and Mernat &
Co. f/b/o Thomas M. Collins (45,000). The price per share was $.80, for an
aggregate consideration of $4,495,002.

(6) In April 1993, the Company issued 5,625,000 shares of Class B
Common Stock to IES. The price per share was $.80, for an aggregate
consideration of $4,500,000.

(7) In May 1993, the Company granted to four of its directors,
pursuant to the Director Plan, stock options to purchase an aggregate of
150,000 shares of Class A Common Stock at an exercise price of $.80 per
share.

(8) In December 1993, the Company issued an aggregate of 307,096
shares of Class A Common Stock to William A. Cram (14,063), Kristin J. Cram
(14,063), James L. Cram (139,485) and Virginia A. Cram (139,485) in
exchange for 307,096 shares of Class A Common Stock previously issued to
James L. Cram (153,548) and Virginia A. Cram (153,548).

II-2
5

(9) In December 1993, the Company granted to 44 of its employees,
pursuant to the 1993 Plan, stock options to purchase an aggregate of 40,976
shares of Class A Common Stock at an exercise price of $1.07 per share.

(10) Between January and June 1994, the Company granted to 47 of its
employees, pursuant to the 1993 Plan, stock options to purchase an
aggregate of 535,314 shares of Class A Common Stock at an exercise price of
$1.47 per share.

(11) In February 1994, the Company issued 2,045,457 shares of Class B
Common Stock to IES. The price per share was $1.47, for an aggregate
consideration of $3,000,003.

(12) In February 1994, the Company issued an aggregate of 2,484,720
shares of Class A Common Stock to Allsop (1,022,727), Clark E. McLeod
(511,365), Mary E. McLeod (511,362), Mernat & Co. f/b/o John D. Hagan IRA
(76,875), Bruce A. and Susan M. Thayer (68,183), Judith A. Stanard
(67,500), Mernat & Co. f/b/o Thomas M. Collins (102,274), Mernat & Co.
f/b/o Henry Royer IRA (37,500), Casey D. Mahon (34,092), Dain Bosworth,
Custodian for Casey D. Mahon IRA (34,092), Stephen C. and Sally W. Gray
(15,000), and Robert C. and Deborah B. Taylor (3,750). The price per share
was $1.47, for an aggregate consideration of $3,644,250.

(13) In May 1994, the Company issued an aggregate of 14,478,480 shares
of Class A Common Stock to all existing holders of Class A Common Stock and
an aggregate of 7,670,457 shares of Class B Common Stock to all existing
holders of Class B Common Stock in connection with the reincorporation of
the Company from Iowa to Delaware in August 1993 and in exchange for all
shares of Class A Common Stock and Class B Common Stock previously issued
to such stockholders.

(14) In May 1994, the Company granted to IES, in consideration of the
guaranty executed by IES in connection with the Credit Facility, stock
options to purchase an aggregate of 1,875,000 shares of Class B Common
Stock at an exercise price of $1.47 per share.

(15) Between August 1994 and January 1995, the Company granted to 235
of its employees, pursuant to the 1993 Plan, stock options to purchase an
aggregate of 569,503 shares of Class A Common Stock at an exercise price of
$1.73 per share and granted Clark E. McLeod stock options to purchase an
aggregate of 18,750 shares of Class A Common Stock pursuant to the 1993
Plan at an exercise price of $1.91 per share.

(16) In December 1994, the Company issued an aggregate of 2,482,602
shares of Class A Common Stock to Joni Thornton (3,750), Al and Delores
Lyon (3,750), Aaron McLeod (3,750), Holly McLeod (3,750), Dave and Karen
Lindberg (3,750), Ted McLeod (3,750), Clark E. McLeod (7,500) and Mary E.
McLeod (2,452,602), in exchange for 2,482,602 shares of Class A Common
Stock previously issued to Clark E. McLeod (18,750) and Mary E. McLeod
(2,463,852).

(17) In December 1994, the Company issued an aggregate of 278,972*
shares of Class A Common Stock to William A. Cram (4,688), Kristin J. Cram
(4,688), James L. Cram (134,798) and Virginia A. Cram (134,798) in exchange
for 278,970* shares of Class A Common Stock previously issued to James L.
Cram (139,485) and Virginia A. Cram (139,485).

(18) In January 1995, the Company issued 22,500 shares of Class A
Common Stock to Mernat & Co. f/b/o Stephen C. Gray. The price per share was
$1.73, for an aggregate consideration of $39,000.

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* Differences between the number of shares originally issued and the number of
shares exchanged therefor in the described transaction are due to the rounding
up of all fractional shares resulting from the Recapitalization.

II-3
6

(19) In January 1995, the Company granted to four of its directors,
pursuant to the Director Plan, stock options to purchase an aggregate of
75,000 shares of Class A Common Stock at an exercise price of $1.73 per
share.

(20) Between March and October 1995, the Company granted stock options
to 452 of its employees to purchase an aggregate of 1,339,474 shares of
Class A Common Stock pursuant to the 1992 Plan (105,000), the 1993 Plan
(953,224) and the 1995 Plan (281,250), at an exercise price of $2.27 per
share, and granted Clark E. McLeod stock options to purchase an aggregate
of 56,250 shares of Class A Common Stock pursuant to the 1995 Plan at an
exercise price of $2.49 per share.

(21) In April 1995, the Company issued 3,676,058 shares of Class B
Common Stock to Midwest Capital Group Inc. The price per share was $2.27,
for an aggregate consideration of $8,332,397.

(22) In April 1995, the Company granted to IES, in consideration of
the guaranty executed by IES in connection with the Credit Facility, stock
options to purchase an aggregate of 1,912,500 shares of Class B Common
Stock at an exercise price of $2.27 per share.

(23) In June 1995, the Company issued 3,529,414 shares of Class B
Common Stock to MWR Investments Inc. The price per share was $2.27, for an
aggregate consideration of $8,000,005.

(24) In June 1995, the Company issued 750,000 shares of Class B Common
Stock to IES. The price per share was $2.27, for an aggregate consideration
of $1,700,000.

(25) In June 1995, the Company issued 3,676,058 shares of Class B
Common Stock to MWR Investments Inc., in exchange for 3,676,058 shares of
Class B Common Stock previously issued to Midwest Capital Group Inc.

(26) In June 1995, the Company issued an aggregate of 929,670* shares
of Class A Common Stock to Bruce A. Thayer (464,835) and Susan M. Thayer
(464,835) in exchange for 929,671* shares of Class A Common Stock
previously issued to Bruce A. and Susan M. Thayer.

(27) In June 1995, the Company issued an aggregate of 1,897,068 shares
of Class A Common Stock to Allsop (171,188), Frank N. and Marilyn Y. Magid
(44,119), Fred L. Wham, III, Trustee, Fred L. Wham, III Profit Sharing U/A
dated 1/1/89 f/b/o Fred L. Wham, III (88,238), Scott G. Byers Partnership
(44,119), Craig M. and Susan M. Byers (44,119), Richard C. Young (44,119),
Ross D. Christensen (44,119), William C. Knapp as trustee of the William C.
Knapp Revocable Trust (88,238), Nelson Investment Company (44,119), John W.
Aalfs (44,119), John D. Hagan (44,119), William J. Stevens (11,625), Tami
Young (22,062), Merrill Lynch f/b/o Michael J. Brown IRA (13,238), Ann
Vermeer Stienstra (13,238), Keith R. Molof (2,250), Central Iowa Energy
Cooperative (330,885), Trust for the Benefit of the Children of Frank Magid
(44,119), Iowa Capital Corporation (154,414), Dain Bosworth f/b/o Thomas M.
Brown IRA (32,363), Thomas M. Brown (8,813), Karen Jacobi (450), Philip
Thrasher Kennedy (6,619), IPC Development Co. (45,000), Trusty (44,119),
S.K.E. Investment Partnership (44,119), Thomas M. Hoyt (44,119), James S.
Cownie (88,238), Mernat & Co. f/b/o Stephen C. Gray IRA (3,750), Stephen C.
Gray (26,352), Gregg D. Miller (44,119), Theodore G. Schwartz (44,119),
Clark E. McLeod (64,163), Mary E. McLeod (64,159), Ibak & Company f/b/o
John W. Colloton (25,875), and John W. Colloton (18,244). The price per
share was $2.27, for an aggregate consideration of $4,299,997.

II-4
7

(28) In July 1995, the Company issued an aggregate of 26,352 shares of
Class A Common Stock to Stephen C. Gray (22,602) and Elizabeth Mary
Fletcher Gray Education Trust (3,750) in exchange for 26,352 shares of
Class A Common Stock previously issued to Stephen C. Gray.

(29) In July 1995, the Company granted to six of its directors,
pursuant to the Director Plan, stock options to purchase an aggregate of
112,500 shares of Class A Common Stock at an exercise price of $2.27 per
share.

(30) In October 1995, the Company issued 282 shares of Class A Common
Stock to Kathleen Sanders. The price per share was $1.06, for an aggregate
consideration of $300.

(31) In October 1995, the Company issued an aggregate of 269,596
shares of Class A Common Stock to William A. Cram (3,750), Kristin J. Cram
(3,750), James L. Cram (131,048) and Virginia A. Cram (131,048) in exchange
for 269,596 shares of Class A Common Stock previously issued to James L.
Cram (134,798) and Virginia A. Cram (134,798).

(32) In December 1995, the Company issued an aggregate of 2,462,330
shares of Class A Common Stock to Joni Thornton (3,750), Dave and Karen
Lindberg (3,750), Aaron McLeod (3,750), Holly McLeod (3,750), Clark E.
McLeod (2,437,602) and Mary E. McLeod (9,728), in exchange for 2,462,330
shares of Class A Common Stock previously issued to Clark E. McLeod
(2,445,102) and Mary E. McLeod (17,228).

(33) In December 1995, the Company issued 11,250 shares of Class A
Common Stock to James L. Cram. The price per share was $.27, for an
aggregate consideration of $3,000.

(34) Between December 1995 and February 1996, the Company granted
stock options to 239 of its employees to purchase an aggregate of 1,514,263
shares of Class A Common Stock pursuant to the 1992 Plan (39,752) and the
1993 Plan (1,474,511), at an exercise price of $2.67 per share and granted
Clark E. McLeod stock options to purchase an aggregate of 112,500 shares of
Class A Common Stock pursuant to the 1993 Plan at an exercise price of
$2.93 per share.

(35) In January 1996, the Company granted to six of its directors,
pursuant to the Director Plan, stock options to purchase an aggregate of
112,500 shares of Class A Common Stock at an exercise price of $2.67 per
share.

(36) In February 1996, the Company issued an aggregate of 262,096
shares of Class A Common Stock to William A. Cram (5,625), Kristin J. Cram
(5,625), Thomas W. Burns (3,750), Rita M. Burns (3,750), James L. Cram
(121,673) and Virginia A. Cram (121,673) in exchange for 262,096 shares of
Class A Common Stock previously issued to James L. Cram (131,048) and
Virginia A. Cram (131,048).

(37) In February 1996, the Company issued 23,438 shares of Class A
Common Stock to Blake O. Fisher, Jr. The price per share was $.99, for an
aggregate consideration of $23,125.

(38) In April 1996, as partial consideration for the execution of
employment, confidentiality and non-competition agreements, the Company
granted to the 37 employees signing such agreements options to purchase an
aggregate of 540,500 shares of Class A Common Stock, effective upon
consummation of the Company's initial public offering of Class A Common
Stock, at exercise prices ranging from $20.00 to $22.00.

(39) In June 1996, the Company granted to 176 of its employees,
pursuant to the 1996 Plan, stock options to purchase an aggregate of
223,550 shares of Class A Common Stock at an exercise price of $20.00 per
share.

(40) In June 1996, the Company granted to seven of its employees,
pursuant to the 1996 Plan, stock options to purchase an aggregate of 6,800
shares of Class A Common Stock at an exercise price of $23.75 per share.

II-5
8

(41) In July 1996, the Company issued an aggregate of 474,807 shares
of Class A Common Stock to Allsop (194,476), Albert P. Ruffalo (73,600),
Joseph P. Cunningham (40,301), Laura L. Dement (37,386), Randy A. Snyder
(18,763), Brian P. Donnelley (18,763), Clark E. McLeod (38,609), Mary E.
McLeod (38,609), Eric Hender (7,150), and Julie Hender (7,150). The 474,807
shares were exchanged for all the shares of Ruffalo, Cody common stock held
by such persons.

(42) In July 1996, in connection with the acquisition of Ruffalo, Cody
and pursuant to the 1996 Plan, the Company granted stock options to
purchase an aggregate of 88,436 shares of Class A Common Stock at an
exercise price of $1.43 to 19 Ruffalo, Cody employees, an aggregate of
29,537 shares of Class A Common Stock at an exercise price of $4.29 to 9
Ruffalo, Cody employees, an aggregate of 14,684 shares of Class A Common
Stock at an exercise price of $8.58 to 14 Ruffalo, Cody employees, an
aggregate of 11,370 shares of Class A Common Stock at an exercise price of
$9.30 to 31 Ruffalo, Cody employees, an aggregate of 6,991 shares of Class
A Common Stock at an exercise price of $8.58 to 1 Ruffalo, Cody independent
contractor, and an aggregate of 6,991 shares of Class A Common Stock at an
exercise price of $9.30 to 1 Ruffalo, Cody independent contractor.

(43) In July 1996, as partial consideration for the execution of
employment, confidentiality and non-competition agreements, the Company
granted to 11 employees signing such agreements options to purchase an
aggregate of 167,000 shares of Class A Common Stock at an exercise price of
$25.25 per share.

(44) In July 1996, the Company granted to two of its employees,
pursuant to the 1996 Plan, stock options to purchase an aggregate of 11,500
shares of Class A Common Stock at an exercise price of $25.25 per share.

(45) In July 1996, the Company granted to 81 of its employees,
pursuant to the 1996 Plan, stock options to purchase an aggregate of 34,100
shares of Class A Common Stock at an exercise price of $24.75 per share.

(46) In August 1996, the Company granted to 62 of its employees,
pursuant to the 1996 Plan, stock options to purchase an aggregate of
129,855 shares of Class A Common Stock at an exercise price of $30.125 per
share.

(47) In September 1996, as partial consideration for the execution of
employment, confidentiality and non-competition agreements, the Company
granted to six employees signing such agreements options to purchase an
aggregate of 225,000 shares of Class A Common Stock at an exercise price of
$33.375 per share.

(48) In September 1996, the Company granted to 541 of its employees,
pursuant to the 1996 Plan, stock options to purchase an aggregate of
191,700 shares of Class A Common Stock at an exercise price of $33.375 per
share.

(49) In September 1996, as partial consideration for the execution of
an employment, confidentiality and non-competition agreement, the Company
granted to one employee signing such agreement options to purchase 10,000
shares of Class A Common Stock at an exercise price of $33.875 per share.

(50) In September 1996, the Company granted to 29 of its employees,
pursuant to the 1996 Plan, stock options to purchase an aggregate of 35,975
shares of Class A Common Stock at an exercise price of $33.875 per share.

(51) In October 1996, the Company granted to 50 of its employees,
pursuant to the 1996 Plan, stock options to purchase an aggregate of 41,600
shares of Class A Common Stock at an exercise price of $30.25 per share.

II-6
9

Each issuance of securities described above was made in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act as a
transaction by an issuer not involving any public offering. The recipients of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the share
certificates issued in such transactions. All recipients had adequate access,
through their relationships with the Company, to information about the Company.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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**1.1 -- Form of Underwriting Agreement among McLeod, Inc., Salomon Brothers Inc, Bear,
Stearns & Co. Inc., Morgan Stanley & Co. Incorporated, and certain stockholders
of the Company.
2.1 -- Agreement and Plan of Reorganization dated April 28, 1995 among Midwest Capital
Group Inc., MWR Telecom, Inc. and McLeod Inc. (Filed as Exhibit 2.1 to
Registration Statement on Form S-1, File No. 333-3112 ("Initial Form S-1"), and
incorporated herein by reference.)
2.2 -- Agreement and Plan of Reorganization dated July 12, 1996 among Ruffalo, Cody &
Associates, Inc., certain shareholders of Ruffalo, Cody & Associates, Inc. and
McLeod, Inc. (Filed as Exhibit 2 to Current Report on Form 8-K, File No.
0-20763, and incorporated herein by reference.)
2.3 -- Agreement and Plan of Reorganization dated August 15, 1996 among Telecom*USA
Publishing Group, Inc. and McLeod, Inc. (Filed as Exhibit 2 to Current Report on
Form 8-K, File No. 0-20763, and incorporated herein by reference.)
3.1 -- Amended and Restated Certificate of Incorporation of McLeod, Inc. (Filed as
Exhibit 3.1 to Initial Form S-1, and incorporated herein by reference.)
**3.2 -- Amended and Restated Bylaws of McLeod, Inc.
4.1 -- Form of Class A Common Stock Certificate of McLeod, Inc. (Filed as Exhibit 4.1
to Initial Form S-1, and incorporated herein by reference.)
4.2 -- Investor Agreement dated as of April 1, 1996 among McLeod, Inc., IES Investments
Inc., Midwest Capital Group Inc., MWR Investments Inc., Clark and Mary McLeod,
and certain other stockholders. (Filed as Exhibit 4.8 to Initial Form S-1, and
incorporated herein by reference.)
**4.3 -- Amendment No. 1 to Investor Agreement dated as of October 23, 1996 by and among
McLeod, Inc., IES Investments Inc., Midwest Capital Group Inc., MWR Investments
Inc., Clark E. McLeod and Mary E. McLeod.
5.1 -- Opinion of Hogan & Hartson L.L.P.
10.1 -- Credit Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod Network
Services, Inc., McLeod Telemanagement, Inc., McLeod Telecommunications, Inc. and
The First National Bank of Chicago. (Filed as Exhibit 10.1 to Initial Form S-1,
and incorporated herein by reference.)
10.2 -- First Amendment to Credit Agreement dated as of June 17, 1994 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago. (Filed as
Exhibit 10.2 to Initial Form S-1, and incorporated herein by reference.)

II-7
10

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.3 -- Second Amendment to Credit Agreement dated as of December 1, 1994 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago. (Filed as
Exhibit 10.3 to Initial Form S-1, and incorporated herein by reference.)
10.4 -- Third Amendment to Credit Agreement dated as of May 31, 1995 among McLeod, Inc.,
McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.4 to Initial Form S-1, and incorporated herein by
reference.)
10.5 -- Fourth Amendment to Credit Agreement dated as of July 28, 1995 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.5 to Initial Form S-1, and incorporated herein by
reference.)
10.6 -- Fifth Amendment to Credit Agreement dated as of October 18, 1995 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.6 to Initial Form S-1, and incorporated herein by
reference.)
10.7 -- Sixth Amendment to Credit Agreement dated as of March 29, 1996 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telecommunications, Inc., MWR
Telecom, Inc. and The First National Bank of Chicago. (Filed as Exhibit 10.7 to
Initial Form S-1, and incorporated herein by reference.)
10.8 -- Security Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod Network
Services, Inc., McLeod Telemanagement, Inc., McLeod Telecommunications, Inc. and
The First National Bank of Chicago. (Filed as Exhibit 10.8 to Initial Form S-1,
and incorporated herein by reference.)
10.9 -- First Amendment to Security Agreement dated as of December 1, 1994 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago. (Filed as
Exhibit 10.9 to Initial Form S-1, and incorporated herein by reference.)
10.10 -- Support Agreement dated as of December 1, 1994 among IES Diversified Inc.,
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago. (Filed as
Exhibit 10.10 to Initial Form S-1, and incorporated herein by reference.)
10.11 -- Agreement Regarding Support Agreement dated December 1994 between McLeod, Inc.
and IES Diversified Inc. (Filed as Exhibit 10.11 to Initial Form S-1, and
incorporated herein by reference.)
10.12 -- Agreement Regarding Guarantee dated May 16, 1994 between McLeod, Inc. and IES
Diversified Inc. (Filed as Exhibit 10.12 to Initial Form S-1, and incorporated
herein by reference.)
10.13 -- Joinder to and Assumption of Credit Agreement dated as of April 28, 1995 between
McLeod Merging Co. and The First National Bank of Chicago. (Filed as Exhibit
10.13 to Initial Form S-1, and incorporated herein by reference.)
10.14 -- Joinder to and Assumption of Security Agreement dated as of April 28, 1995
between McLeod Merging Co. and The First National Bank of Chicago. (Filed as
Exhibit 10.14 to Initial Form S-1, and incorporated herein by reference.)
10.15 -- Letter from The First National Bank of Chicago to James L. Cram dated April 28,
1995 regarding extension of the termination date under the Credit Agreement.
(Filed as Exhibit 10.15 to Initial Form S-1, and incorporated herein by
reference.)

II-8
11

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.16 -- Credit Agreement dated as of March 29, 1996 among McLeod, Inc., McLeod Network
Services, Inc., McLeod Telemanagement, Inc., McLeod Telecommunications, Inc. MWR
Telecom, Inc. and The First National Bank of Chicago. (Filed as Exhibit 10.16 to
Initial Form S-1, and incorporated herein by reference.)
10.17 -- Agreement for Construction Related Services dated as of October 17, 1995 between
City Signal Fiber Services, Inc. and McLeod Network Services, Inc. (Filed as
Exhibit 10.17 to Initial Form S-1, and incorporated herein by reference.)
10.18 -- Construction Services Agreement dated March 27, 1996 between City Signal Fiber
Services, Inc. and McLeod Network Services, Inc. (Filed as Exhibit 10.18 to
Initial Form S-1, and incorporated herein by reference.)
10.19 -- Fiber Optic Use Agreement dated as of February 14, 1996 between McLeod Network
Services, Inc. and Galaxy Telecom, L.P. (Filed as Exhibit 10.19 to Initial Form
S-1, and incorporated herein by reference.)
10.20 -- Agreement dated as of July 11, 1994 between McLeod Network Services, Inc. and
KLK Construction. (Filed as Exhibit 10.20 to Initial Form S-1, and incorporated
herein by reference.)
10.21 -- Lease Agreement dated September 5, 1995 between State of Iowa and MWR Telecom,
Inc. (Filed as Exhibit 10.21 to Initial Form S-1, and incorporated herein by
reference.)
10.22 -- Lease Agreement dated September 5, 1995 between State of Iowa and McLeod Network
Services, Inc. (Filed as Exhibit 10.22 to Initial Form S-1, and incorporated
herein by reference.)
10.23 -- Contract dated September 5, 1995 between Iowa Telecommunications and Technology
Commission and MWR Telecom, Inc. (Filed as Exhibit 10.23 to Initial Form S-1,
and incorporated herein by reference.)
10.24 -- Contract dated June 27, 1995 between Iowa National Guard and McLeod Network
Services, Inc. (Filed as Exhibit 10.24 to Initial Form S-1, and incorporated
herein by reference.)
10.25 -- Addendum Number One to Contract dated September 5, 1995 between Iowa National
Guard and McLeod Network Services, Inc. (Filed as Exhibit 10.25 to Initial Form
S-1, and incorporated herein by reference.)
10.26 -- U S WEST Centrex Plus Service Rate Stability Plan dated October 15, 1993 between
McLeod Telemanagement, Inc. and U S WEST Communications, Inc. (Filed as Exhibit
10.26 to Initial Form S-1, and incorporated herein by reference.)
10.27 -- U S WEST Centrex Plus Service Rate Stability Plan dated July 17, 1993 between
McLeod Telemanagement, Inc. and U S WEST Communications, Inc. (Filed as Exhibit
10.27 to Initial Form S-1, and incorporated herein by reference.)
10.28 -- Ameritech Centrex Service Confirmation of Service Orders dated various dates in
1994, 1995 and 1996 between McLeod Telemanagement, Inc. and Ameritech
Information Industry Services. (Filed as Exhibit 10.28 to Initial Form S-1, and
incorporated herein by reference.)
10.29 -- Lease Agreement dated as of December 28, 1993 between 2060 Partnership and
McLeod Telemanagement, Inc., as amended by Amendments First to Ninth dated as of
July 3, 1994, March 25, 1994, June 22, 1994, August 12, 1994, September 12,
1994, September 20, 1994, November 16, 1994, September 20, 1995 and January 6,
1996, respectively. (Filed as Exhibit 10.29 to Initial Form S-1, and
incorporated herein by reference.)

II-9
12

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.30 -- Lease Agreement dated as of May 24, 1995 between 2060 Partnership and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.30 to Initial Form S-1, and
incorporated herein by reference.)
10.31 -- Lease Agreement dated October 31, 1995 between I.R.F.B. Joint Venture and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.31 to Initial Form S-1, and
incorporated herein by reference.)
10.32 -- First Amendment to Lease Agreement dated as of November 20, 1995 between
I.R.F.B. Joint Venture and McLeod Telemanagement, Inc. (Filed as Exhibit 10.32
to Initial Form S-1, and incorporated herein by reference.)
10.33 -- Uniform Purchase Agreement dated July 22, 1993 between McLeod, Inc. and Hill's
Maple Crest Farms Partnership. (Filed as Exhibit 10.33 to Initial Form S-1, and
incorporated herein by reference.)
10.34 -- Master Right-of-Way Agreement dated July 27, 1994 between McLeod Network
Services, Inc. and IES Industries Inc. (Filed as Exhibit 10.34 to Initial Form
S-1, and incorporated herein by reference.)
10.35 -- Master Right-of-Way and Tower Use Agreement dated February 13, 1996 between IES
Industries Inc. and McLeod, Inc. (Filed as Exhibit 10.35 to Initial Form S-1,
and incorporated herein by reference.)
10.36 -- Master Pole, Duct and Tower Use Agreement dated February 20, 1996 between
MidAmerican Energy Company and McLeod, Inc. (Iowa and South Dakota). (Filed as
Exhibit 10.36 to Initial Form S-1, and incorporated herein by reference.)
10.37 -- Master Pole, Duct and Tower Use Agreement dated February 20, 1996 between
MidAmerican Energy Company and McLeod, Inc. (Illinois). (Filed as Exhibit 10.37
to Initial Form S-1, and incorporated herein by reference.)
10.38 -- Settlement Agreement dated March 18, 1996 between U S WEST Communications, Inc.
and McLeod Telemanagement, Inc. (Filed as Exhibit 10.38 to Initial Form S-1, and
incorporated herein by reference.)
10.39 -- Agreement dated August 4, 1995 between Vadacom, Inc. and McLeod Telemanagement,
Inc. (Filed as Exhibit 10.39 to Initial Form S-1, and incorporated herein by
reference.)
10.40 -- McLeod Telecommunications, Inc. 1992 Incentive Stock Option Plan. (Filed as
Exhibit 10.40 to Initial Form S-1, and incorporated herein by reference.)
10.41 -- McLeod, Inc. 1993 Incentive Stock Option Plan. (Filed as Exhibit 10.41 to
Initial Form S-1, and incorporated herein by reference.)
10.42 -- McLeod, Inc. 1995 Incentive Stock Option Plan. (Filed as Exhibit 10.42 to
Initial Form S-1, and incorporated herein by reference.)
10.43 -- McLeod Telecommunications, Inc. Director Stock Option Plan. (Filed as Exhibit
10.43 to Initial Form S-1, and incorporated herein by reference.)
10.44 -- Promissory Note dated July 18, 1995 between Kirk E. Kaalberg and McLeod, Inc.
(Filed as Exhibit 10.44 to Initial Form S-1, and incorporated herein by
reference.)
10.45 -- Promissory Note dated March 29, 1996 between Stephen K. Brandenburg and McLeod,
Inc. (Filed as Exhibit 10.45 to Initial Form S-1, and incorporated herein by
reference.)
10.46 -- Agreement dated April 28, 1995 among McLeod, Inc., McLeod Telecommunications,
Inc., McLeod Telemanagement, Inc., McLeod Network Services, Inc. and Clark E.
McLeod. (Filed as Exhibit 10.46 to Initial Form S-1, and incorporated herein by
reference.)

II-10
13

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

+10.47 -- Telecommunications Services Agreement dated March 14, 1994 between WilTel, Inc.
and McLeod Telemanagement, Inc., as amended. (Filed as Exhibit 10.47 to Initial
Form S-1, and incorporated herein by reference.)
10.48 -- Amendment to Contract Addendum A to Contract No. 2102 dated March 31, 1993
between the Iowa Department of General Services and McLeod Telecommunications,
Inc. (Filed as Exhibit 10.48 to Initial Form S-1, and incorporated herein by
reference.)
10.49 -- Construction Services Agreement dated June 30, 1995 between MFS Network
Technologies, Inc. and MWR Telecom, Inc. (Filed as Exhibit 10.49 to Initial Form
S-1, and incorporated herein by reference.)
10.50 -- First Amendment to Agreement Regarding Support Agreement dated May 14, 1996
among McLeod, Inc., IES Diversified Inc. and IES Investments Inc. (Filed as
Exhibit 10.50 to Initial Form S-1, and incorporated herein by reference.)
10.51 -- First Amendment to Agreement Regarding Guarantee dated May 14, 1996 among
McLeod, Inc., IES Diversified Inc. and IES Investments Inc. (Filed as Exhibit
10.51 to Initial Form S-1, and incorporated herein by reference.)
10.52 -- Amended and Restated Directors Stock Option Plan of McLeod, Inc. (Filed as
Exhibit 10.52 to Initial Form S-1, and incorporated herein by reference.)
10.53 -- Forms of Employment, Confidentiality and Non-Competition Agreement between
McLeod, Inc. and certain employees of McLeod, Inc. (Filed as Exhibit 10.53 to
Initial Form S-1, and incorporated herein by reference.)
10.54 -- Form of Change-of-Control Agreement between McLeod, Inc. and certain employees
of McLeod, Inc. (Filed as Exhibit 10.54 to Initial Form S-1, and incorporated
herein by reference.)
**10.55 -- McLeod, Inc. 1996 Employee Stock Option Plan, as amended.
10.56 -- McLeod, Inc. Employee Stock Purchase Plan. (Filed as Exhibit 10.56 to Initial
Form S-1, and incorporated herein by reference.)
10.57 -- Form of Indemnity Agreement between McLeod, Inc. and certain officers and
directors of McLeod, Inc. (Filed as Exhibit 10.57 to Initial Form S-1, and
incorporated herein by reference.)
10.58 -- License Agreement dated April 24, 1996 between PageMart, Inc. and MWR Telecom,
Inc. (Filed as Exhibit 10.58 to Initial Form S-1, and incorporated herein by
reference.)
**10.59 -- Assignment of Purchase Agreement dated August 15, 1996 by and between Ryan
Properties, Inc. and McLeod, Inc.
**10.60 -- Assignment of Purchase Agreement dated August 14, 1996 by and between Ryan
Properties, Inc. and McLeod, Inc.
**10.61 -- Asset Purchase Agreement dated September 4, 1996 by and between Total
Communication Services, Inc. and McLeod Telemanagement, Inc.
**10.62 -- First Amendment to Asset Purchase Agreement dated September 30, 1996 by and
between Total Communication Services, Inc. and McLeod Telemanagement, Inc.
**10.63 -- McLeod, Inc. Incentive Plan.
**10.64 -- Amended and Restated Credit Agreement dated as of May 5, 1996 by and between
Telecom*USA Publishing Group, Inc., Telecom*USA Publishing Company and
Telecom*USA Neighborhood Directories, Inc. and Norwest Bank Iowa, National
Association.

II-11
14

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

**10.65 -- First Amendment to Amended and Restated Credit Agreement dated as of January 31,
1996 by and between Telecom*USA Publishing Group, Inc., Telecom*USA Publishing
Company and Telecom*USA Neighborhood Directories, Inc. and Norwest Bank Iowa,
National Association.
**10.66 -- Lease Agreement dated as of September 26, 1994 between Ryan Properties, Inc. and
Ruffalo, Cody & Associates, Inc.
**10.67 -- First Lease Amendment dated as of April 12, 1995 between Ryan Properties, Inc.
and Ruffalo, Cody & Associates, Inc.
**10.68 -- Lease Agreement dated as of July 18, 1995 between 2060 Partnership, L.P. and
Telecom*USA Publishing Company.
**10.69 -- Lease Agreement dated April 26, 1995 by and between A.M. Henderson and
Telecom*USA Publishing Company.
**10.70 -- License Agreement dated as of April 19, 1994, between Ameritech Information
Industry Services and Telecom*USA Publishing Company.
**10.71 -- License Agreement dated September 13, 1993 between U S WEST Communications, Inc.
and Telecom*USA Publishing Company.
**10.72 -- Form of McLeod, Inc. Directors Stock Option Plan Stock Option Agreement.
**10.73 -- Forms of McLeod, Inc. 1996 Employee Stock Option Plan Incentive Stock Option
Agreement.
**10.74 -- Forms of McLeod, Inc. 1996 Employee Stock Option Plan Non-Incentive Stock Option
Agreement.
**10.75 -- Option Agreement dated April 27, 1995 between Fronteer Directory Company, Inc.
and Telecom*USA Publishing Company.
**10.76 -- Promissory Note dated May 5, 1995 between Telecom*USA Publishing Company and
Fronteer Directory Company, Inc.
**10.77 -- Security Agreement dated May 5, 1995 between Telecom*USA Publishing Company and
Fronteer Directory Company, Inc.
**10.78 -- Design/Build Construction Contract dated September 17, 1996 by and between Ryan
Construction Company of Minnesota, Inc. and McLeod, Inc.
10.79 -- Guaranty Agreement dated as of October 17, 1996 by McLeod, Inc. in favor of
Kirkwood Community College.
10.80 -- Industrial New Jobs Training Agreement dated as of October 31, 1996 between
Kirkwood Community College and McLeod Telemanagement, Inc.
10.81 -- Industrial New Jobs Training Agreement dated as of October 31, 1996 between
Kirkwood Community College and McLeod Telecommunications, Inc.
10.82 -- Industrial New Jobs Training Agreement dated as of October 31, 1996 between
Kirkwood Community College and McLeod Network Services, Inc.
10.83 -- Industrial New Jobs Training Agreement dated as of October 31, 1996 between
Kirkwood Community College and McLeod, Inc.
10.84 -- Change Order No. 1 to the Construction Services Agreement dated November 22,
1995 by and between MWR Telecom, Inc. and MFS Network Technologies, Inc.
10.85 -- Change Order No. 2 to the Construction Services Agreement dated August 14, 1996
by and between MWR Telecom, Inc. and MFS Network Technologies, Inc.
10.86 -- Change Order No. 3 to the Construction Services Agreement dated October 31, 1996
by and between MWR Telecom, Inc. and MFS Network Technologies, Inc.
10.87 -- Independent Contractor Sales Agreement dated May , 1995 by and between Sprint
Communications Company L.P. and Ruffalo, Cody & Associates, Inc.

II-12
15

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.88 -- Second Amendment to Asset Purchase Agreement dated October 31, 1996 between
Total Communication Services, Inc. and McLeod Telemanagement, Inc.
10.89 -- Escrow Agreement dated July 15, 1996 among McLeod, Inc., certain shareholders of
Ruffalo, Cody & Associates, Inc., Albert P. Ruffalo and Norwest Bank N.A.
**11.1 -- Statement regarding Computation of Per Share Earnings.
**21.1 -- Subsidiaries of McLeod, Inc.
23.1 -- Consents of McGladrey & Pullen, LLP.
23.2 -- Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1 to this Registration
Statement on Form S-1).
**24.1 -- Power of Attorney (included on signature page).
**27.1 -- Financial Data Schedule.
**99.1 -- Purchase Agreement dated as of August 15, 1996 between Iowa Land and Building
Company and Ryan Properties, Inc.
**99.2 -- Purchase Agreement dated as of June 28, 1996 between Donald E. Zvacek, Dennis E.
Zvacek and Robert J. Zvacek and Ryan Properties, Inc.

- ---------------
** Previously filed.

+ Confidential treatment has been granted. The copy filed as an exhibit omits
the information subject to the confidential treatment request.

(b) FINANCIAL STATEMENT SCHEDULES.

The following financial statement schedule is filed herewith:

Schedule II -- Valuation and Qualifying Accounts

Schedules not listed above have been omitted because they are inapplicable
or the information required to be set forth therein is provided in the Financial
Statements or notes thereto.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-13
16

The undersigned registrant hereby further undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-14
17

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company has duly
caused this Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cedar Rapids, Iowa,
on this 12th day of November, 1996.

McLEOD, INC.

By /s/ CLARK E. MCLEOD

------------------------------------
Clark E. McLeod
Chairman and Chief Executive Officer

------------------------

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed
by the following persons, in the capacities indicated below, on this 12th day of
November, 1996.

SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------

/s/ CLARK E. MCLEOD Chairman, Chief Executive Officer and
- --------------------------------------------- Director (Principal Executive Officer)
Clark E. McLeod
* President, Chief Operating Officer and
- --------------------------------------------- Director
Stephen C. Gray
* Chief Financial Officer, Executive Vice
- --------------------------------------------- President, Corporate Administration,
Blake O. Fisher, Jr. Treasurer and Director (Principal Financial
Officer)
* Chief Accounting Officer (Principal
- --------------------------------------------- Accounting Officer)
James L. Cram
* Director
- ---------------------------------------------
Russell E. Christiansen
* Director
- ---------------------------------------------
Thomas M. Collins
* Director
- ---------------------------------------------
Paul D. Rhines
* Director
- ---------------------------------------------
Lee Liu
*By: /s/ CLARK E. MCLEOD
- ---------------------------------------------
Clark E. McLeod
Attorney-in-Fact

II-15
18

INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENT SCHEDULES

To the Board of Directors
McLeod, Inc.
Cedar Rapids, Iowa

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The consolidated
supplemental schedule II is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not a part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in our audits of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.

McGLADREY & PULLEN, LLP

Cedar Rapids, Iowa
March 28, 1996
19

MCLEOD, INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
---------------------
BALANCE CHARGED CHARGED BALANCE
AT TO TO AT
BEGINNING COST AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ------------------------------------ ---------- ---------- -------- --------- ----------

Year Ended December 31, 1993:
Allowance for uncollectible
accounts and discounts......... $ -- $ -- $ -- $ -- $ --
Valuation reserve on deferred
tax assets..................... -- 789,000 -- -- 789,000
---------- ---------- --- --- ----------
$ -- $ 789,000 $ -- $ -- $ 789,000
========== ========== ======== ========= ==========
Year Ended December 31, 1994:
Allowance for uncollectible
accounts and discounts......... $ -- $ 84,000 $ -- $ -- $ 84,000
Valuation reserve on deferred
tax assets..................... 789,000 4,622,000 -- -- 5,411,000
---------- ---------- --- --- ----------
$ 789,000 $4,706,000 $ -- $ -- $5,495,000
========== ========== ======== ========= ==========
Year Ended December 31, 1995:
Allowance for doubtful accounts
and discounts.................. $ 84,000 $ 135,000 $ -- $ -- $ 219,000
Valuation reserve on deferred
tax assets..................... 5,411,000 3,007,000 -- -- 8,418,000
---------- ---------- --- --- ----------
$5,495,000 $3,142,000 $ -- $ -- $8,637,000
========== ========== ======== ========= ==========

INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENT SCHEDULES

To the Board of Directors
Ruffalo, Cody & Associates, Inc.
Cedar Rapids, Iowa

McGLADREY & PULLEN, LLP

Cedar Rapids, Iowa
February 9, 1996
21

RUFFALO, CODY & ASSOCIATES, INC. AND SUBSIDIARY
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
-------------------
BALANCE CHARGED CHARGED BALANCE
AT TO TO AT
BEGINNING COST AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ---------------------------------------------- --------- -------- -------- --------- --------

Year Ended December 31, 1993:
Allowance for doubtful accounts............. $50,000 $ -- $ -- $ -- $50,000
========= ======== ======== ========= ========
Year Ended December 31, 1994:
Allowance for doubtful accounts............. $50,000 $38,072 $ -- $ -- $88,072
========= ======== ======== ========= ========
Year Ended December 31, 1995:
Allowance for doubtful accounts............. $88,072 $ -- $ -- $38,072 $50,000
========= ======== ======== ========= ========

INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENT SCHEDULES

To the Board of Directors
Telecom*USA Publishing Group, Inc.
Cedar Rapids, Iowa

McGLADREY & PULLEN, LLP

Cedar Rapids, Iowa
September 27, 1996
23

TELECOM*USA PUBLISHING GROUP, INC. AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
---------------------
BALANCE CHARGED CHARGED BALANCE
AT TO TO AT
BEGINNING COST AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ---------------------------------- ---------- ---------- -------- ---------- ----------

Year Ended August 31, 1994:
Allowance for doubtful
accounts and adjustments..... $1,662,481 $1,340,069 $ -- $1,131,470 $1,871,080
========== ========== ======== ========== ==========
Year Ended August 31, 1995:
Allowance for doubtful
accounts and adjustments..... $1,871,080 $1,669,478 $ -- $1,206,402 $2,334,156
========== ========== ======== ========== ==========
Year Ended August 31, 1996:
Allowance for doubtful accounts
and adjustments.............. $2,334,156 $2,636,421 $ -- $1,867,654 $3,102,923
========== ========== ======== ========== ==========

INDEX TO EXHIBITS

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.5 -- Fourth Amendment to Credit Agreement dated as of July 28, 1995 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.5 to Initial Form S-1, and incorporated herein by
reference.)
10.6 -- Fifth Amendment to Credit Agreement dated as of October 18, 1995 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.6 to Initial Form S-1, and incorporated herein by
reference.)
10.7 -- Sixth Amendment to Credit Agreement dated as of March 29, 1996 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telecommunications, Inc., MWR
Telecom, Inc. and The First National Bank of Chicago. (Filed as Exhibit 10.7 to
Initial Form S-1, and incorporated herein by reference.)
10.8 -- Security Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod Network
Services, Inc., McLeod Telemanagement, Inc., McLeod Telecommunications, Inc. and
The First National Bank of Chicago. (Filed as Exhibit 10.8 to Initial Form S-1,
and incorporated herein by reference.)
10.9 -- First Amendment to Security Agreement dated as of December 1, 1994 among McLeod,
Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago. (Filed as
Exhibit 10.9 to Initial Form S-1, and incorporated herein by reference.)
10.10 -- Support Agreement dated as of December 1, 1994 among IES Diversified Inc.,
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago. (Filed as
Exhibit 10.10 to Initial Form S-1, and incorporated herein by reference.)
10.11 -- Agreement Regarding Support Agreement dated December 1994 between McLeod, Inc.
and IES Diversified Inc. (Filed as Exhibit 10.11 to Initial Form S-1, and
incorporated herein by reference.)
10.12 -- Agreement Regarding Guarantee dated May 16, 1994 between McLeod, Inc. and IES
Diversified Inc. (Filed as Exhibit 10.12 to Initial Form S-1, and incorporated
herein by reference.)
10.13 -- Joinder to and Assumption of Credit Agreement dated as of April 28, 1995 between
McLeod Merging Co. and The First National Bank of Chicago. (Filed as Exhibit
10.13 to Initial Form S-1, and incorporated herein by reference.)
10.14 -- Joinder to and Assumption of Security Agreement dated as of April 28, 1995
between McLeod Merging Co. and The First National Bank of Chicago. (Filed as
Exhibit 10.14 to Initial Form S-1, and incorporated herein by reference.)
10.15 -- Letter from The First National Bank of Chicago to James L. Cram dated April 28,
1995 regarding extension of the termination date under the Credit Agreement.
(Filed as Exhibit 10.15 to Initial Form S-1, and incorporated herein by
reference.)
10.16 -- Credit Agreement dated as of March 29, 1996 among McLeod, Inc., McLeod Network
Services, Inc., McLeod Telemanagement, Inc., McLeod Telecommunications, Inc. MWR
Telecom, Inc. and The First National Bank of Chicago. (Filed as Exhibit 10.16 to
Initial Form S-1, and incorporated herein by reference.)
10.17 -- Agreement for Construction Related Services dated as of October 17, 1995 between
City Signal Fiber Services, Inc. and McLeod Network Services, Inc. (Filed as
Exhibit 10.17 to Initial Form S-1, and incorporated herein by reference.)

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.18 -- Construction Services Agreement dated March 27, 1996 between City Signal Fiber
Services, Inc. and McLeod Network Services, Inc. (Filed as Exhibit 10.18 to
Initial Form S-1, and incorporated herein by reference.)
10.19 -- Fiber Optic Use Agreement dated as of February 14, 1996 between McLeod Network
Services, Inc. and Galaxy Telecom, L.P. (Filed as Exhibit 10.19 to Initial Form
S-1, and incorporated herein by reference.)
10.20 -- Agreement dated as of July 11, 1994 between McLeod Network Services, Inc. and
KLK Construction. (Filed as Exhibit 10.20 to Initial Form S-1, and incorporated
herein by reference.)
10.21 -- Lease Agreement dated September 5, 1995 between State of Iowa and MWR Telecom,
Inc. (Filed as Exhibit 10.21 to Initial Form S-1, and incorporated herein by
reference.)
10.22 -- Lease Agreement dated September 5, 1995 between State of Iowa and McLeod Network
Services, Inc. (Filed as Exhibit 10.22 to Initial Form S-1, and incorporated
herein by reference.)
10.23 -- Contract dated September 5, 1995 between Iowa Telecommunications and Technology
Commission and MWR Telecom, Inc. (Filed as Exhibit 10.23 to Initial Form S-1,
and incorporated herein by reference.)
10.24 -- Contract dated June 27, 1995 between Iowa National Guard and McLeod Network
Services, Inc. (Filed as Exhibit 10.24 to Initial Form S-1, and incorporated
herein by reference.)
10.25 -- Addendum Number One to Contract dated September 5, 1995 between Iowa National
Guard and McLeod Network Services, Inc. (Filed as Exhibit 10.25 to Initial Form
S-1, and incorporated herein by reference.)
10.26 -- U S WEST Centrex Plus Service Rate Stability Plan dated October 15, 1993 between
McLeod Telemanagement, Inc. and U S WEST Communications, Inc. (Filed as Exhibit
10.26 to Initial Form S-1, and incorporated herein by reference.)
10.27 -- U S WEST Centrex Plus Service Rate Stability Plan dated July 17, 1993 between
McLeod Telemanagement, Inc. and U S WEST Communications, Inc. (Filed as Exhibit
10.27 to Initial Form S-1, and incorporated herein by reference.)
10.28 -- Ameritech Centrex Service Confirmation of Service Orders dated various dates in
1994, 1995 and 1996 between McLeod Telemanagement, Inc. and Ameritech
Information Industry Services. (Filed as Exhibit 10.28 to Initial Form S-1, and
incorporated herein by reference.)
10.29 -- Lease Agreement dated as of December 28, 1993 between 2060 Partnership and
McLeod Telemanagement, Inc., as amended by Amendments First to Ninth dated as of
July 3, 1994, March 25, 1994, June 22, 1994, August 12, 1994, September 12,
1994, September 20, 1994, November 16, 1994, September 20, 1995 and January 6,
1996, respectively. (Filed as Exhibit 10.29 to Initial Form S-1, and
incorporated herein by reference.)
10.30 -- Lease Agreement dated as of May 24, 1995 between 2060 Partnership and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.30 to Initial Form S-1, and
incorporated herein by reference.)
10.31 -- Lease Agreement dated October 31, 1995 between I.R.F.B. Joint Venture and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.31 to Initial Form S-1, and
incorporated herein by reference.)

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.32 -- First Amendment to Lease Agreement dated as of November 20, 1995 between
I.R.F.B. Joint Venture and McLeod Telemanagement, Inc. (Filed as Exhibit 10.32
to Initial Form S-1, and incorporated herein by reference.)
10.33 -- Uniform Purchase Agreement dated July 22, 1993 between McLeod, Inc. and Hill's
Maple Crest Farms Partnership. (Filed as Exhibit 10.33 to Initial Form S-1, and
incorporated herein by reference.)
10.34 -- Master Right-of-Way Agreement dated July 27, 1994 between McLeod Network
Services, Inc. and IES Industries Inc. (Filed as Exhibit 10.34 to Initial Form
S-1, and incorporated herein by reference.)
10.35 -- Master Right-of-Way and Tower Use Agreement dated February 13, 1996 between IES
Industries Inc. and McLeod, Inc. (Filed as Exhibit 10.35 to Initial Form S-1,
and incorporated herein by reference.)
10.36 -- Master Pole, Duct and Tower Use Agreement dated February 20, 1996 between
MidAmerican Energy Company and McLeod, Inc. (Iowa and South Dakota). (Filed as
Exhibit 10.36 to Initial Form S-1, and incorporated herein by reference.)
10.37 -- Master Pole, Duct and Tower Use Agreement dated February 20, 1996 between
MidAmerican Energy Company and McLeod, Inc. (Illinois). (Filed as Exhibit 10.37
to Initial Form S-1, and incorporated herein by reference.)
10.38 -- Settlement Agreement dated March 18, 1996 between U S WEST Communications, Inc.
and McLeod Telemanagement, Inc. (Filed as Exhibit 10.38 to Initial Form S-1, and
incorporated herein by reference.)
10.39 -- Agreement dated August 4, 1995 between Vadacom, Inc. and McLeod Telemanagement,
Inc. (Filed as Exhibit 10.39 to Initial Form S-1, and incorporated herein by
reference.)
10.40 -- McLeod Telecommunications, Inc. 1992 Incentive Stock Option Plan. (Filed as
Exhibit 10.40 to Initial Form S-1, and incorporated herein by reference.)
10.41 -- McLeod, Inc. 1993 Incentive Stock Option Plan. (Filed as Exhibit 10.41 to
Initial Form S-1, and incorporated herein by reference.)
10.42 -- McLeod, Inc. 1995 Incentive Stock Option Plan. (Filed as Exhibit 10.42 to
Initial Form S-1, and incorporated herein by reference.)
10.43 -- McLeod Telecommunications, Inc. Director Stock Option Plan. (Filed as Exhibit
10.43 to Initial Form S-1, and incorporated herein by reference.)
10.44 -- Promissory Note dated July 18, 1995 between Kirk E. Kaalberg and McLeod, Inc.
(Filed as Exhibit 10.44 to Initial Form S-1, and incorporated herein by
reference.)
10.45 -- Promissory Note dated March 29, 1996 between Stephen K. Brandenburg and McLeod,
Inc. (Filed as Exhibit 10.45 to Initial Form S-1, and incorporated herein by
reference.)
10.46 -- Agreement dated April 28, 1995 among McLeod, Inc., McLeod Telecommunications,
Inc., McLeod Telemanagement, Inc., McLeod Network Services, Inc. and Clark E.
McLeod. (Filed as Exhibit 10.46 to Initial Form S-1, and incorporated herein by
reference.)
+10.47 -- Telecommunications Services Agreement dated March 14, 1994 between WilTel, Inc.
and McLeod Telemanagement, Inc., as amended. (Filed as Exhibit 10.47 to Initial
Form S-1, and incorporated herein by reference.)

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.48 -- Amendment to Contract Addendum A to Contract No. 2102 dated March 31, 1993
between the Iowa Department of General Services and McLeod Telecommunications,
Inc. (Filed as Exhibit 10.48 to Initial Form S-1, and incorporated herein by
reference.)
10.49 -- Construction Services Agreement dated June 30, 1995 between MFS Network
Technologies, Inc. and MWR Telecom, Inc. (Filed as Exhibit 10.49 to Initial Form
S-1, and incorporated herein by reference.)
10.50 -- First Amendment to Agreement Regarding Support Agreement dated May 14, 1996
among McLeod, Inc., IES Diversified Inc. and IES Investments Inc. (Filed as
Exhibit 10.50 to Initial Form S-1, and incorporated herein by reference.)
10.51 -- First Amendment to Agreement Regarding Guarantee dated May 14, 1996 among
McLeod, Inc., IES Diversified Inc. and IES Investments Inc. (Filed as Exhibit
10.51 to Initial Form S-1, and incorporated herein by reference.)
10.52 -- Amended and Restated Directors Stock Option Plan of McLeod, Inc. (Filed as
Exhibit 10.52 to Initial Form S-1, and incorporated herein by reference.)
10.53 -- Forms of Employment, Confidentiality and Non-Competition Agreement between
McLeod, Inc. and certain employees of McLeod, Inc. (Filed as Exhibit 10.53 to
Initial Form S-1, and incorporated herein by reference.)
10.54 -- Form of Change-of-Control Agreement between McLeod, Inc. and certain employees
of McLeod, Inc. (Filed as Exhibit 10.54 to Initial Form S-1, and incorporated
herein by reference.)
**10.55 -- McLeod, Inc. 1996 Employee Stock Option Plan, as amended.
10.56 -- McLeod, Inc. Employee Stock Purchase Plan. (Filed as Exhibit 10.56 to Initial
Form S-1, and incorporated herein by reference.)
10.57 -- Form of Indemnity Agreement between McLeod, Inc. and certain officers and
directors of McLeod, Inc. (Filed as Exhibit 10.57 to Initial Form S-1, and
incorporated herein by reference.)
10.58 -- License Agreement dated April 24, 1996 between PageMart, Inc. and MWR Telecom,
Inc. (Filed as Exhibit 10.58 to Initial Form S-1, and incorporated herein by
reference.)
**10.59 -- Assignment of Purchase Agreement dated August 15, 1996 by and between Ryan
Properties, Inc. and McLeod, Inc.
**10.60 -- Assignment of Purchase Agreement dated August 14, 1996 by and between Ryan
Properties, Inc. and McLeod, Inc.
**10.61 -- Asset Purchase Agreement dated September 4, 1996 by and between Total
Communication Services, Inc. and McLeod Telemanagement, Inc.
**10.62 -- First Amendment to Asset Purchase Agreement dated September 30, 1996 by and
between Total Communication Services, Inc. and McLeod Telemanagement, Inc.
**10.63 -- McLeod, Inc. Incentive Plan.

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

**10.64 -- Amended and Restated Credit Agreement dated as of May 5, 1996 by and between
Telecom*USA Publishing Group, Inc., Telecom*USA Publishing Company and
Telecom*USA Neighborhood Directories, Inc. and Norwest Bank Iowa, National
Association.
**10.65 -- First Amendment to Amended and Restated Credit Agreement dated as of January 31,
1996 by and between Telecom*USA Publishing Group, Inc., Telecom*USA Publishing
Company and Telecom*USA Neighborhood Directories, Inc. and Norwest Bank Iowa,
National Association.
**10.66 -- Lease Agreement dated as of September 26, 1994 between Ryan Properties, Inc. and
Ruffalo, Cody & Associates, Inc.
**10.67 -- First Lease Amendment dated as of April 12, 1995 between Ryan Properties, Inc.
and Ruffalo, Cody & Associates, Inc.
**10.68 -- Lease Agreement dated as of July 18, 1995 between 2060 Partnership, L.P. and
Telecom*USA Publishing Company.
**10.69 -- Lease Agreement dated April 26, 1995 by and between A.M. Henderson and
Telecom*USA Publishing Company.
**10.70 -- License Agreement dated as of April 19, 1994, between Ameritech Information
Industry Services and Telecom*USA Publishing Company.
**10.71 -- License Agreement dated September 13, 1993 between U S WEST Communications, Inc.
and Telecom*USA Publishing Company.
**10.72 -- Form of McLeod, Inc. Directors Stock Option Plan Option Agreement.
**10.73 -- Forms of McLeod, Inc. 1996 Employee Stock Option Plan Incentive Stock Option
Agreement.
**10.74 -- Forms of McLeod, Inc. 1996 Employee Stock Option Plan Non-Incentive Stock Option
Agreement.
**10.75 -- Option Agreement dated April 27, 1995 between Fronteer Directory Company, Inc.
and Telecom*USA Publishing Company.
**10.76 -- Promissory Note dated May 5, 1995 between Telecom*USA Publishing Company and
Fronteer Directory Company, Inc.
**10.77 -- Security Agreement dated May 5, 1995 between Telecom*USA Publishing Company and
Fronteer Directory Company, Inc.
**10.78 -- Design/Build Construction Contract dated September 17, 1996 by and between Ryan
Construction Company of Minnesota, Inc. and McLeod, Inc.
10.79 -- Guaranty Agreement dated as of October 17, 1996 by McLeod, Inc. in favor of
Kirkwood Community College.
10.80 -- Industrial New Jobs Training Agreement dated as of October 31, 1996 between
Kirkwood Community College and McLeod Telemanagement, Inc.
10.81 -- Industrial New Jobs Training Agreement dated as of October 31, 1996 between
Kirkwood Community College and McLeod Telecommunications, Inc.
10.82 -- Industrial New Jobs Training Agreement dated as of October 31, 1996 between
Kirkwood Community College and McLeod Network Services, Inc.
10.83 -- Industrial New Jobs Training Agreement dated as of October 31, 1996 between
Kirkwood Community College and McLeod, Inc.
10.84 -- Change Order No. 1 to the Construction Services Agreement dated November 22,
1995 by and between MWR Telecom, Inc. and MFS Network Technologies, Inc.

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- --------------------------------------------------------------------------------

10.85 -- Change Order No. 2 to the Construction Services Agreement dated August 14, 1996
by and between MWR Telecom, Inc. and MFS Network Technologies, Inc.
10.86 -- Change Order No. 3 to the Construction Services Agreement dated October 31, 1996
by and between MWR Telecom, Inc. and MFS Network Technologies, Inc.
10.87 -- Independent Contractor Sales Agreement dated May , 1995 by and between Sprint
Communications Company L.P. and Ruffalo, Cody & Associates, Inc.
10.88 -- Second Amendment to Asset Purchase Agreement dated October 31, 1996 between
Total Communication Services, Inc. and McLeod Telemanagement, Inc.
10.89 -- Escrow Agreement dated July 15, 1996 among McLeod, Inc., certain shareholders of
Ruffalo, Cody & Associates, Inc., Albert P. Ruffalo and Norwest Bank N.A.
**11.1 -- Statement regarding Computation of Per Share Earnings.
**21.1 -- Subsidiaries of McLeod, Inc.
23.1 -- Consents of McGladrey & Pullen, LLP.
23.2 -- Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1 to this Registration
Statement on Form S-1).
**24.1 -- Power of Attorney (included on signature page).
**27.1 -- Financial Data Schedule.
**99.1 -- Purchase Agreement dated as of August 15, 1996 between Iowa Land and Building
Company and Ryan Properties, Inc.
**99.2 -- Purchase Agreement dated as of June 28, 1996 between Donald E. Zvacek, Dennis E.
Zvacek and Robert J. Zvacek and Ryan Properties, Inc.

- ---------------
** Previously filed.

+ Confidential treatment has been granted. The copy filed as an exhibit omits
the information subject to the confidential treatment request.