UNITED STATES
                      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) December 3, 2004


                            MCLEODUSA INCORPORATED
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


       DELAWARE                      0-20763                   42-1407240
------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                 (IRS Employer
   of incorporation)              File Number)             Identification No.)


   McLeodUSA Technology Park, 6400 C Street SW,
       P.O. Box 3177, Cedar Rapids, IA                        52406-3177
------------------------------------------------------------------------------
     (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code (319) 364-0000



------------------------------------------------------------------------------
        (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 1.01    Entry into a Material Definitive Agreement.

On December 3, 2004, McLeodUSA Incorporated (the "Company") entered into the
Sixth Amendment to the Credit Agreement dated as of May 31, 2000 among the
Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent (the "Credit Agreement"), and the
Third Amendment to the Credit Agreement dated as of April 16, 2002 among the
Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent (the "Exit Facility"). The trailing
four quarter minimum revenue covenants were amended to eliminate the minimum
revenue covenant for the fourth quarter of 2004. The Company was not subject
to a minimum revenue covenant for periods after the fourth quarter of 2004. In
addition, the capital expenditure limits for the fiscal years ending December
31, 2005 and December 31, 2006 were revised downward to $75 million and $150
million, respectively. The amendments also require the Company to obtain the
consent of lenders representing more than 50% of the outstanding loans and
unused commitments under each of the Credit Facility and Exit Facility prior
to arranging for any bank or financial institution to commit to funding any of
the $50 million in additional loans the Company is authorized to seek under
the Exit Facility. Theodore J. Forstmann, director and stockholder of the
Company, and a General Partner in certain funds affiliated with Forstmann
Little & Co. which collectively hold a controlling interest in the Company's
voting securities, is a lender party to the Credit Agreement.

McLeodUSA paid approximately $0.9 million in fees to the lender group in
connection with the approval of these amendments.

These amendments eliminate the risk of the Company's non-compliance with the
former fourth quarter 2004 minimum revenue covenant. The Company remains in
compliance with all of its obligations under the Credit Agreement and the Exit
Facility.

Item 9.01    Financial Statements and Exhibits.

    (c)

Exhibit
Number       Exhibit Description
------------ -----------------------------------------------------------------
4.1          Third Amendment dated as of December 3, 2004 to the Credit
             Agreement dated as of April 16, 2002.

4.2          Sixth Amendment dated as of December 3, 2004 to the Senior
             Credit Agreement dated as of May 31, 2000.

<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
                                              (Registrant)



Date: December 6, 2004                        /s/ G. Kenneth Burckhardt
                                              ---------------------------------
                                              By:  G. Kenneth Burckhardt
                                              Its: Executive Vice President
                                                   and Chief Financial Officer



<PAGE>

                               INDEX TO EXHIBITS

Exhibit
Number       Exhibit Description
------------ -----------------------------------------------------------------
4.1          Third Amendment dated as of December 3, 2004 to the Credit
             Agreement dated as of April 16, 2002.

4.2          Sixth Amendment dated as of December 3, 2004 to the Senior
             Credit Agreement dated as of May 31, 2000.
[{"type": "8-K", "sequence": "1", "filename": "chi487916.txt", "secsgml_size_bytes": 5623}]
{"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": "041185335"}, "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, 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) December 3, 2004

                            MCLEODUSA INCORPORATED
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

       DELAWARE                      0-20763                   42-1407240
------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                 (IRS Employer
   of incorporation)              File Number)             Identification No.)

   McLeodUSA Technology Park, 6400 C Street SW,
       P.O. Box 3177, Cedar Rapids, IA                        52406-3177
------------------------------------------------------------------------------
     (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code (319) 364-0000

------------------------------------------------------------------------------
        (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 1.01    Entry into a Material Definitive Agreement.

On December 3, 2004, McLeodUSA Incorporated (the "Company") entered into the
Sixth Amendment to the Credit Agreement dated as of May 31, 2000 among the
Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent (the "Credit Agreement"), and the
Third Amendment to the Credit Agreement dated as of April 16, 2002 among the
Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent (the "Exit Facility"). The trailing
four quarter minimum revenue covenants were amended to eliminate the minimum
revenue covenant for the fourth quarter of 2004. The Company was not subject
to a minimum revenue covenant for periods after the fourth quarter of 2004. In
addition, the capital expenditure limits for the fiscal years ending December
31, 2005 and December 31, 2006 were revised downward to $75 million and $150
million, respectively. The amendments also require the Company to obtain the
consent of lenders representing more than 50% of the outstanding loans and
unused commitments under each of the Credit Facility and Exit Facility prior
to arranging for any bank or financial institution to commit to funding any of
the $50 million in additional loans the Company is authorized to seek under
the Exit Facility. Theodore J. Forstmann, director and stockholder of the
Company, and a General Partner in certain funds affiliated with Forstmann
Little & Co. which collectively hold a controlling interest in the Company's
voting securities, is a lender party to the Credit Agreement.

McLeodUSA paid approximately $0.9 million in fees to the lender group in
connection with the approval of these amendments.

These amendments eliminate the risk of the Company's non-compliance with the
former fourth quarter 2004 minimum revenue covenant. The Company remains in
compliance with all of its obligations under the Credit Agreement and the Exit
Facility.

Item 9.01    Financial Statements and Exhibits.

    (c)

Exhibit
Number       Exhibit Description
------------ -----------------------------------------------------------------
4.1          Third Amendment dated as of December 3, 2004 to the Credit
             Agreement dated as of April 16, 2002.

4.2          Sixth Amendment dated as of December 3, 2004 to the Senior
             Credit Agreement dated as of May 31, 2000.
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
                                              (Registrant)

Date: December 6, 2004                        /s/ G. Kenneth Burckhardt
                                              ---------------------------------
                                              By:  G. Kenneth Burckhardt
                                              Its: Executive Vice President
                                                   and Chief Financial Officer
INDEX TO EXHIBITS

Exhibit
Number       Exhibit Description
------------ -----------------------------------------------------------------
4.1          Third Amendment dated as of December 3, 2004 to the Credit
             Agreement dated as of April 16, 2002.

4.2          Sixth Amendment dated as of December 3, 2004 to the Senior
             Credit Agreement dated as of May 31, 2000.