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) September 9, 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 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 9, 2005, McLeodUSA Incorporated ("the Company") issued a press
release, which is hereby incorporated by reference and attached hereto as
Exhibit 99.1, announcing that the Company and certain of its subsidiaries
("Subsidiary Guarantors") had entered into a Fourth Forbearance Agreement, on
the same date, among the Company, the Subsidiary Guarantors, certain of the
Lenders (as defined below), and JPMorgan Chase Bank, N.A. ("Agent"), as
Administrative Agent (the "Fourth Forbearance Agreement"), which is hereby
incorporated by reference and attached hereto as Exhibit 10.1. The Fourth
Forbearance Agreement relates to (1) the Credit Agreement dated as of May 31,
2000, as amended, among the Company, the lenders party thereto and the Agent
(the "Credit Agreement"), (2) the Credit Agreement dated as of April 16, 2002,
as amended, among the Company, the lenders party thereto and the Agent (the
"Exit Facility" and, together with the Credit Agreement, the "Credit
Facilities"; and the lenders under each of the Credit Facilities, the
"Lenders") and (3) the Subsidiary Guarantee Agreement dated as of May 31, 2000,
as amended and restated as of April 16, 2002, among the Subsidiary Guarantors
and the Agent. The Fourth Forbearance Agreement was entered into in connection
with the expiration on September 9, 2005 of the Third Forbearance Agreement,
entered into as of July 21, 2005, and extends the forbearance period to
September 30, 2005.

Pursuant to the Fourth Forbearance Agreement, the Lenders have agreed to
continue to forbear from exercising any remedies as a result of certain
specified defaults under the Credit Facilities anticipated by the Company
during the forbearance period, including, without limitation, the failure to
make scheduled amortization payments under the Credit Facilities and interest
payments under the Credit Agreement. In addition, certain of the Company's
accounts will continue to be subject to control agreements and certain
restrictions on the sale of certain assets and on the use of cash obtained
through the sale of certain assets will continue to be in effect. 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.


ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.    Description
-----------    -----------
10.1           Fourth Forbearance Agreement, dated as of September 9, 2005,
               among McLeodUSA Incorporated (the "Borrower"), each of the
               Subsidiaries of the Borrower listed on Schedule I thereto (the
               "Subsidiary Guarantors"), the financial institutions named on
               the signature pages thereto (together with their respective
               successors and assigns, the "Participant Lenders") and
               JPMorgan Chase Bank, N.A., as agent for the Lenders (the
               "Administrative Agent")

99.1           Press Release, dated September 9, 2005

<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: September 9, 2005                     By:  /s/ James E. Thompson
                                                  -----------------------------
                                             Name:  James E. Thompson
                                             Title: Group Vice President and
                                                    General Counsel and
                                                    Secretary

<PAGE>

                                 EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

10.1             Fourth Forbearance Agreement, dated as of September 9, 2005,
                 among McLeodUSA Incorporated (the "Borrower"), each of the
                 Subsidiaries of the Borrower listed on Schedule I thereto (the
                 "Subsidiary Guarantors"), the financial institutions named on
                 the signature pages thereto (together with their respective
                 successors and assigns, the "Participant Lenders") and
                 JPMorgan Chase Bank, N.A., as agent for the Lenders (the
                 "Administrative Agent")

99.1             Press Release, dated September 9, 2005
[{"type": "8-K", "sequence": "1", "filename": "chi530371.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7035}]
{"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": "051077892"}, "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) September 9, 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 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 9, 2005, McLeodUSA Incorporated ("the Company") issued a press
release, which is hereby incorporated by reference and attached hereto as
Exhibit 99.1, announcing that the Company and certain of its subsidiaries
("Subsidiary Guarantors") had entered into a Fourth Forbearance Agreement, on
the same date, among the Company, the Subsidiary Guarantors, certain of the
Lenders (as defined below), and JPMorgan Chase Bank, N.A. ("Agent"), as
Administrative Agent (the "Fourth Forbearance Agreement"), which is hereby
incorporated by reference and attached hereto as Exhibit 10.1. The Fourth
Forbearance Agreement relates to (1) the Credit Agreement dated as of May 31,
2000, as amended, among the Company, the lenders party thereto and the Agent
(the "Credit Agreement"), (2) the Credit Agreement dated as of April 16, 2002,
as amended, among the Company, the lenders party thereto and the Agent (the
"Exit Facility" and, together with the Credit Agreement, the "Credit
Facilities"; and the lenders under each of the Credit Facilities, the
"Lenders") and (3) the Subsidiary Guarantee Agreement dated as of May 31, 2000,
as amended and restated as of April 16, 2002, among the Subsidiary Guarantors
and the Agent. The Fourth Forbearance Agreement was entered into in connection
with the expiration on September 9, 2005 of the Third Forbearance Agreement,
entered into as of July 21, 2005, and extends the forbearance period to
September 30, 2005.

Pursuant to the Fourth Forbearance Agreement, the Lenders have agreed to
continue to forbear from exercising any remedies as a result of certain
specified defaults under the Credit Facilities anticipated by the Company
during the forbearance period, including, without limitation, the failure to
make scheduled amortization payments under the Credit Facilities and interest
payments under the Credit Agreement. In addition, certain of the Company's
accounts will continue to be subject to control agreements and certain
restrictions on the sale of certain assets and on the use of cash obtained
through the sale of certain assets will continue to be in effect. 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.

ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.    Description
-----------    -----------
10.1           Fourth Forbearance Agreement, dated as of September 9, 2005,
               among McLeodUSA Incorporated (the "Borrower"), each of the
               Subsidiaries of the Borrower listed on Schedule I thereto (the
               "Subsidiary Guarantors"), the financial institutions named on
               the signature pages thereto (together with their respective
               successors and assigns, the "Participant Lenders") and
               JPMorgan Chase Bank, N.A., as agent for the Lenders (the
               "Administrative Agent")

99.1           Press Release, dated September 9, 2005
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: September 9, 2005                     By:  /s/ James E. Thompson
                                                  -----------------------------
                                             Name:  James E. Thompson
                                             Title: Group Vice President and
                                                    General Counsel and
                                                    Secretary
EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

10.1             Fourth Forbearance Agreement, dated as of September 9, 2005,
                 among McLeodUSA Incorporated (the "Borrower"), each of the
                 Subsidiaries of the Borrower listed on Schedule I thereto (the
                 "Subsidiary Guarantors"), the financial institutions named on
                 the signature pages thereto (together with their respective
                 successors and assigns, the "Participant Lenders") and
                 JPMorgan Chase Bank, N.A., as agent for the Lenders (the
                 "Administrative Agent")

99.1             Press Release, dated September 9, 2005