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, Liese A.
(Street) 2 Ash Street #4
(City) (State) (Zip) Kentfield, California 94904
2. Date of Event Requiring Statement (Month/Day/Year)
12/31/97
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
Table I -- Non-Derivative Securities Beneficially Owned
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<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 16,058 (1) D
16,058 (2) D
16,058 (3) D
</TABLE>
<TABLE>
<CAPTION>
Table II -- Derivative Securities Beneficially Owned
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. The securities
shown in Table I are beneficially owned for purposes of Rule 16a-
1(a)(2) by the joint filer indicated in the following notes and not by
either of the other joint filers.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by Liese A
Keon.
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by Susan T.
DeWyngaert.
(3) Beneficially owned for purposes of Rule 16a-1(a)(2) by Margaret
Lynley Keon.
<PAGE>
SIGNATURE OF REPORTING PERSON(S):
Liese A. Keon
By Margaret L. Keon, attorney in fact
JOINT FILER INFORMATION
Name: Susan T. DeWyngaert
Address: 335 South 7th Street
Philadelphia, Pennsylvania 19106
Designated Filer: Liese A. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: December 31, 1997
Signature: Susan T. DeWyngaert
JOINT FILER INFORMATION
Name: Margaret Lynley Keon
Address: 14 Sloane Square House
Holbein Place
London, England SW1W8N5
Designated Filer: Liese A. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: December 31, 1997
Signature: Margaret Lynley Keon
DATE: January 9, 1998<PAGE>
