UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
(Last) (First) (Middle) Keon, Margaret L.
(Street) c/o Keon Associates
16 Miller Avenue, Suite 203
(City) (State) (Zip) Mill Valley, California 94941
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/97
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
McLeodUSA Incorporated
MCLD
5. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
( ) Director ( ) 10% Owner ( ) Officer (give title below)
(X) Other (specify below)
Member of 13(d) group owning more than 10%
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person<PAGE>
Table I -- Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of
Beneficially Owned Direct (D) or Indirect
Indirect (I) Beneficial Ownership
<S> <C>
Class A Common Stock 508,061 I By Margaret Lumpkin
Keon Trust dated May
13, 1978
96,346 (1) I By Margaret Lumpkin
Keon 1993 Grantor
Retained Annuity Trust
77,337 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Joseph John Keon III
dated April 20, 1990
77,337 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Katherine Stoddert
Keon dated April 20,
1990
77,337 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Lisa Anne Keon dated
April 20, 1990
77,337 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Margaret Lynley Keon
dated April 20, 1990
77,337 By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Pamela Keon Vitale
dated April 20, 1990
77,337 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Susan Tamara Keon
DeWyngaert dated April
20, 1990<PAGE>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of
Beneficially Owned Direct (D) or Indirect
Indirect (I) Beneficial Ownership
60,619 (1) I By Margaret Anne Keon
Trust under the Trust
Agreement dated
February 6, 1970
256,291 (2) I By Trust named for
Joseph John Keon III
created under the Mary
Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
256,291 (3) I By Trust named for
Pamela Keon Vitale
created under the Mary
Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
</TABLE>
Table II -- Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
2. Date 3. Title and 5. Ownership
Exercisable Amount of Form of
and Expiration Underlying Derivative
Date (Month/ Securities Security:
Day/ Year)
1. Title of Date Expira- Title Amount 4. Conversion Direct Indirect 6. Nature
Derivative Exer- tion or or Exercise (D) (i) of Indirect
Security cisable Date Number Price of Beneficial
of Derivative Ownership
Shares Security
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
For purposes of Section 13(d) of the Securities Exchange Act,
each of the joint filers is a member of a group that together owns
more than 10% of the Issuer s Class A Common Stock. Except as
indicated in the following notes, the securities shown in Table I are
beneficially owned for purposes of Rule 16a-1(a)(2) by Margaret L.
Keon and not by either of the other joint filers.<PAGE>
(1) These securities are beneficially owned for purposes of
Rule 16a-1(a)(2) by all of the joint filers.
(2) These securities are beneficially owned for purposes of
Rule 16a-1(a)(2) by Margaret L. Keon and Joseph J. Keon III.
(3) These securities are beneficially owned for purposes of
Rule 16a-1(a)(2) by Margaret L. Keon and Pamela K. Vitale.
SIGNATURE OF REPORTING PERSON(S):
Margaret L. Keon
By: Steven L. Grissom,
as attorney in fact
JOINT FILER INFORMATION
Name: Joseph J. Keon III
Address: c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: September 24, 1997
Signature: Joseph J. Keon III
JOINT FILER INFORMATION
Name: Pamela K. Vitale
Address: c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: September 24, 1997<PAGE>
Signature: Pamela K. Vitale
DATE:
October 3, 1997
Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Power of Attorney of Margaret L. Keon dated September 24, 1997:
I, Margaret L. Keon, hereby appoint Steven L. Grissom as my
attorney-in-fact for the purpose of executing and filing on my behalf,
individually or in any fiduciary or other capacity, reports and other
forms with the Securities and Exchange Commission relating to shares
of Common Stock of McLeodUSA Incorporated acquired, beneficially
owned, held or disposed of by me, whether individually, as trustee of
one or more trusts, or otherwise. This Power of Attorney is effective
immediately and will remain in effect, even though I become
incapacitated, until revoked by a written instrument signed by me and
delivered to Steven L. Grissom.
/s/ Margaret L. Keon<PAGE>