UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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) May 13, 2005
                                                       -----------------

                            MCLEODUSA INCORPORATED
-------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

                                   DELAWARE
-------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)

               0-20763                                 42-1407240
-------------------------------------------------------------------------------
       (Commission File Number)              (IRS Employer Identification No.)

            McLeodUSA Technology Park
            4200 C. Street SW, P.O. Box 3177
            Cedar Rapids, IA                                   52406-3177
-------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                (Zip Code)

                                (319) 364-0000
-------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

         [ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

         [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

         [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

         [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>


Item 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule
             or Standard; Transfer of Listing

         McLeodUSA Incorporated (the "Company") received notice on May 13,
2005 that it is not in compliance with Nasdaq Marketplace Rule
4310(c)(2)(B)(ii) (the "Rule"), and has 30 calendar days, or until June 13,
2005 to regain compliance. The Rule requires companies listed on the Nasdaq
SmallCap Market to maintain a market value of listed securities of $35
million. If the Company does not regain compliance with the Rule after
expiration of the 30 day compliance period, its Class A Common and Series A
Preferred Stock would be subject to Nasdaq delisting pending an appeals
process. In addition, the notice stated that the Company does not comply with
the alternative continued listing criteria set forth in Nasdaq Marketplace
Rules 4310(c)(2)(B)(i) or 4310(c)(2)(B)(iii). These alternative continued
listing criteria require companies listed on the Nasdaq SmallCap Market to
maintain stockholders' equity of $2.5 million, or net income from continuing
operations of $500,000 in the most recently completed fiscal year or in two of
the last three most recently completed fiscal years, respectively. In light of
the strategic and financial restructuring alternatives the Company is
currently pusuing, the Company is not taking specific steps in response to
this notice at this time.
<PAGE>

                                  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


Dated: May 19, 2005                            /s/ G. Kenneth Burckhardt
                                              ----------------------------------
                                              By:  G. Kenneth Burckhardt
                                              Its: Executive Vice President
                                                   and Chief Financial Officer


Information Regarding Forward-Looking Statements

         Some of the statements in this Current Report on Form 8-K include
statements about our future expectations. Statements that are not historical
facts are forward-looking statements for the purpose of the safe harbor
provided by Section 21E of the Exchange Act and Section 27A of the Securities
Act. Such statements may include projections of financial and operational
results and goals, including revenue, profitability, savings and cash. These
forward-looking statements are subject to known as well as unknown risks and
uncertainties that may cause actual results to differ materially from our
expectations. Our expectations are based on various factors and assumptions
and reflect only our predictions. Factors that could cause actual results to
differ materially from the forward-looking statement include technological,
regulatory, public policy or other developments in our industry, availability
and adequacy of capital resources, our ability to continue as a going concern,
our ability to implement a strategic transaction or a capital restructuring,
current and future economic conditions, the existence of strategic alliances,
our ability to generate cash, our ability to implement process and network
improvements, our ability to attract and retain customers, our ability to
migrate traffic to appropriate platforms and changes in the competitive
climate in which we operate. These and other risks are described in more
detail in our most recent Annual Report on Form 10-K filed with the SEC.
Except as required under the federal securities laws and rules and regulations
of the SEC, the Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of future events, new
information or otherwise.
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{"company-data": {"conformed-name": "MCLEODUSA INC", "cik": "0000919943", "assigned-sic": "4812", "irs-number": "421407240", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20763", "film-number": "05845189"}, "business-address": {"street1": "6400 C ST SW", "street2": "PO BOX 3177", "city": "CEDAR RAPIDS", "state": "IA", "zip": "52406", "phone": "3193640000"}, "mail-address": {"street1": "6400 C ST SW", "street2": "PO BOX 3177", "city": "CEDAR RAPIDS", "state": "IA", "zip": "52406"}, "former-company": {"former-conformed-name": "MCLEOD INC", "date-changed": "19960403"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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) May 13, 2005
                                                       -----------------

                            MCLEODUSA INCORPORATED
-------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

                                   DELAWARE
-------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)

               0-20763                                 42-1407240
-------------------------------------------------------------------------------
       (Commission File Number)              (IRS Employer Identification No.)

            McLeodUSA Technology Park
            4200 C. Street SW, P.O. Box 3177
            Cedar Rapids, IA                                   52406-3177
-------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                (Zip Code)

                                (319) 364-0000
-------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

         [ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

         [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

         [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

         [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule
             or Standard; Transfer of Listing

         McLeodUSA Incorporated (the "Company") received notice on May 13,
2005 that it is not in compliance with Nasdaq Marketplace Rule
4310(c)(2)(B)(ii) (the "Rule"), and has 30 calendar days, or until June 13,
2005 to regain compliance. The Rule requires companies listed on the Nasdaq
SmallCap Market to maintain a market value of listed securities of $35
million. If the Company does not regain compliance with the Rule after
expiration of the 30 day compliance period, its Class A Common and Series A
Preferred Stock would be subject to Nasdaq delisting pending an appeals
process. In addition, the notice stated that the Company does not comply with
the alternative continued listing criteria set forth in Nasdaq Marketplace
Rules 4310(c)(2)(B)(i) or 4310(c)(2)(B)(iii). These alternative continued
listing criteria require companies listed on the Nasdaq SmallCap Market to
maintain stockholders' equity of $2.5 million, or net income from continuing
operations of $500,000 in the most recently completed fiscal year or in two of
the last three most recently completed fiscal years, respectively. In light of
the strategic and financial restructuring alternatives the Company is
currently pusuing, the Company is not taking specific steps in response to
this notice at this time.
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

Dated: May 19, 2005                            /s/ G. Kenneth Burckhardt
                                              ----------------------------------
                                              By:  G. Kenneth Burckhardt
                                              Its: Executive Vice President
                                                   and Chief Financial Officer

Information Regarding Forward-Looking Statements

         Some of the statements in this Current Report on Form 8-K include
statements about our future expectations. Statements that are not historical
facts are forward-looking statements for the purpose of the safe harbor
provided by Section 21E of the Exchange Act and Section 27A of the Securities
Act. Such statements may include projections of financial and operational
results and goals, including revenue, profitability, savings and cash. These
forward-looking statements are subject to known as well as unknown risks and
uncertainties that may cause actual results to differ materially from our
expectations. Our expectations are based on various factors and assumptions
and reflect only our predictions. Factors that could cause actual results to
differ materially from the forward-looking statement include technological,
regulatory, public policy or other developments in our industry, availability
and adequacy of capital resources, our ability to continue as a going concern,
our ability to implement a strategic transaction or a capital restructuring,
current and future economic conditions, the existence of strategic alliances,
our ability to generate cash, our ability to implement process and network
improvements, our ability to attract and retain customers, our ability to
migrate traffic to appropriate platforms and changes in the competitive
climate in which we operate. These and other risks are described in more
detail in our most recent Annual Report on Form 10-K filed with the SEC.
Except as required under the federal securities laws and rules and regulations
of the SEC, the Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of future events, new
information or otherwise.