MCLEODUSA INC
3/A, 1998-01-12
RADIOTELEPHONE COMMUNICATIONS
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              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)       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)

        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

           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                  508,061                        I             By Margaret Lumpkin
                                                                                          Keon Trust dated May
                                                                                          13, 1978

<PAGE>  2


    1.  Title of Security        2.  Amount of Securities       3.  Ownership Form:          4.  Nature of
                                       Beneficially Owned             Direct (D) or               Indirect
                                                                      Indirect (I)          Beneficial Ownership

                                           96,346 (A)                       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

</TABLE>

<PAGE>  3


            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 note, 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.

        (A)  Beneficially owned for purposes of Rule 16a-1(a)(2) by
             Pamela K. Vitale and Joseph J. Keon III.


   SIGNATURE OF REPORTING PERSON(S):


   Margaret L. Keon


                           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

<PAGE>  4

                           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


   Signature:                         Pamela K. Vitale


   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).


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