UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED 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) Sparks, Mary Lee
(Street) 2438 Campbell Road, N.W.
(City) (State) (Zip) Albuquerque, New Mexico 87104
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)
10/6/97 (filing date)
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> 2
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> <C> <C>
Class A Common Stock 196,678 D
332,209 (A) I By Trust Agreement
dated May 13, 1978
f/b/o Mary Lee Sparks
89,438 (B) I By Mary Lee Sparks 1993
Grantor Retained
Annuity Trust
154,674 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
154,674 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks
dated April 20, 1990
154,674 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
154,674 I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
</TABLE>
Table II -- Derivative Securities
<TABLE>
<CAPTION>
2. Date 3. Title and 5. Ownership
Exercisble 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>
<PAGE> 3
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 Mary Lee Sparks
and not by any of the other joint filers.
(A) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Christina Sparks Duncan.
(B) Beneficially owned for purposes of Rule 16a-1(a)(2) by all
of the joint filers other than Mary Lee Sparks.
SIGNATURE OF REPORTING PERSON:
Mary Lee Sparks
JOINT FILER INFORMATION
Name: Anne Sparks Whitten
Address: 38 Goodhue Road
Windham, New Hampshire 03087
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: September 24, 1997
Signature: Anne Sparks Whitten
<PAGE> 4
JOINT FILER INFORMATION
Name: Barbara Sparks Federico
Address: 4840 Ashville Bay Road
Ashville, New York 14710
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: September 24, 1997
Signature: Barbara Sparks Federico
JOINT FILER INFORMATION
Name: Christina Sparks Duncan
Address: 194 North Bald Hill Road
New Canaan, Connecticut 06840
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: September 24, 1997
Signature: Christina Sparks Duncan
<PAGE> 5
JOINT FILER INFORMATION
Name: John W. Sparks
Address: 229 Saavedra, S.W.
Albuquerque, New Mexico 87105
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: September 24, 1997
Signature: John W. Sparks
DATE:
January 9, 1998
Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).