<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-K/A

          [X]      Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                    For the fiscal year ended December 31, 1996

                                       OR

          [  ]    Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                    For the transition period from ______ to ______

                       Commission File Number:  0-20763

                                 McLEOD, INC.
        ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                          58-421407240
-----------------------------------------              ------------------- 
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)
 
     221 Third Avenue SE, Suite 500
            Cedar Rapids, IA                                 52401
-----------------------------------------              ------------------- 
(Address of principal executive offices)                   (Zip Code)

      Registrant's telephone number, including area code:  (319) 364-0000

          Securities registered pursuant to Section 12(b) of the Act:

                                Not Applicable

          Securities registered pursuant to Section 12(g) of the Act:

                Class A Common Stock, par value $.01 per share
               ------------------------------------------------
                                 Title of Class

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X      No
                                        ----       ----

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [_]

  The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of the registrant's common stock as of
March 19, 1997 is $328,114,167. */
                                - 

  The number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date is:

 Class A Common Stock, par value $.01 per share, outstanding as of March 19, 
                               1997: 36,989,242

  Class B Common Stock, par value $.01 per share, outstanding as of March 19,
                               1997:  15,625,929

                      DOCUMENTS INCORPORATED BY REFERENCE

  List hereunder the following documents incorporated by reference and the Part
of the Form 10-K into which the document is incorporated:

(1) Portions of the definitive proxy statement for the Annual Meeting of
    Stockholders to be held on May 29, 1997, to be filed within 120 days after
    the end of the registrant's fiscal year, are incorporated by reference into
    Part III, Items 10 - 13 of the Form 10-K.
 
----------

*/  Solely for the purposes of this calculation, all directors and executive
-                                                                           
officers of the registrant and all stockholders beneficially owning more than 5%
of the registrant's common stock are considered to be affiliates.
<PAGE>
 
                                EXPLANATORY NOTE

This Form 10-K/A is being filed to amend Item 14(a)(3) solely to file Exhibit 
10.94.























                                       2
<PAGE>
 
                                    PART IV

  Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

       (a)(3) The following exhibits are either provided herewith or are
  incorporated herein by reference:

          Exhibit
          Number                   Exhibit Description
          -------                  -------------------

            2.1        Agreement and Plan of Reorganization dated April 28, 1995
                       among Midwest Capital Group Inc., MWR Telecom, Inc. and
                       McLeod, Inc. (Filed as Exhibit 2.1 to Registration
                       Statement on Form S-1, File No. 333-3112 ("Initial Form 
                       S-1"), and incorporated herein by reference).

            2.2        Agreement and Plan of Reorganization dated as of July 12,
                       1996 among Ruffalo, Cody & Associates, Inc., certain
                       shareholders of Ruffalo, Cody & Associates, Inc. and
                       McLeod, Inc. (Filed as Exhibit 2 to Current Report on
                       Form 8-K, File No. 0-20763, filed with the Commission on
                       July 29, 1996 and incorporated herein by reference).

            2.3        Agreement and Plan of Reorganization dated as of August
                       15, 1996 among Telecom USA Publishing Group, Inc. and
                       McLeod, Inc. (Filed as Exhibit 2 to Current Report on
                       Form 8-K, File No. 0-20763, filed with the Commission on
                       August 26, 1996 and incorporated herein by reference).

            2.4        Agreement and Plan of Reorganization dated as of January
                       27, 1997 among McLeod, Inc., Digital Communications of
                       Iowa, Inc., Clark E. McLeod and Mary E. McLeod. (Filed as
                       Exhibit 2 to Current Report on Form 8-K, File No. 0-
                       20763, filed with the Commission on February 24, 1997 and
                       incorporated herein by reference).

            3.1        Amended and Restated Certificate of Incorporation of
                       McLeod, Inc. (Filed as Exhibit 3.1 to Initial Form S-1
                       and incorporated herein by reference).

            3.2        Amended and Restated Bylaws of McLeod, Inc. (Filed as
                       Exhibit 3.2 to Registration Statement on Form S-1, File
                       No. 333-13885 ("November Form S-1"), and incorporated
                       herein by reference).

            4.1        Form of Class A Common Stock Certificate of McLeod, Inc.
                       (Filed as Exhibit 4.1 to Initial Form S-1 and
                       incorporated herein by reference).

           *4.2        Indenture dated March 4, 1997 between McLeod, Inc. and
                       United States Trust Company of New York, as Trustee,
                       relating to the 10 1/2% Senior Discount Notes Due 2007 of
                       McLeod, Inc.

           *4.3        Initial Global 10 1/2% Senior Discount Note Due March 1,
                       2007 of McLeod, Inc., dated March 4, 1997.

           *4.4        Form of Certificated 10 1/2% Senior Discount Note Due
                       March 1, 2007 of McLeod, Inc.

           *4.5        Registration Agreement dated March 4, 1997 among McLeod,
                       Inc., Salomon Brothers Inc and Morgan Stanley & Co.
                       Incorporated.

            4.6        Investor Agreement dated as of April 1, 1996 among
                       McLeod, Inc., IES Investments Inc., Midwest Capital Group
                       Inc., MWR Investments Inc., Clark and Mary McLeod, and
                       certain other stockholders. (Filed as Exhibit 4.8 to
                       Initial Form S-1 and incorporated herein by reference).

                                       3
<PAGE>
 
           Exhibit 
           Number                          Exhibit Description
           ------                          -------------------

            4.7        Amendment No. 1 to Investor Agreement dated as of October
                       23, 1996 by and among McLeod, Inc., IES Investments Inc.,
                       Midwest Capital Group Inc., MWR Investments Inc., Clark
                       E. McLeod and Mary E. McLeod. (Filed as Exhibit 4.3 to
                       November Form S-1 and incorporated herein by reference).

           10.1        Credit Agreement dated as of May 16, 1994 among McLeod,
                       Inc., McLeod Network Services, Inc., McLeod
                       Telemanagement, Inc., McLeod Telecommunications, Inc. and
                       The First National Bank of Chicago. (Filed as Exhibit
                       10.1 to Initial Form S-1 and incorporated herein by
                       reference).

           10.2        First Amendment to Credit Agreement dated as of June 17,
                       1994 among McLeod, Inc., McLeod Network Services, Inc.,
                       McLeod Telemanagement, Inc., McLeod Telecommunications,
                       Inc. and The First National Bank of Chicago. (Filed as
                       Exhibit 10.2 to Initial Form S-1 and incorporated herein
                       by reference).

           10.3        Second Amendment to Credit Agreement dated as of December
                       1, 1994 among McLeod, Inc., McLeod Network Services,
                       Inc., McLeod Telemanagement, Inc., McLeod
                       Telecommunications, Inc. and The First National Bank of
                       Chicago. (Filed as Exhibit 10.3 to Initial Form S-1 and
                       incorporated herein by reference).

           10.4        Third Amendment to Credit Agreement dated as of May 31,
                       1995 among McLeod, Inc., McLeod Network Services, Inc.,
                       McLeod Telemanagement, Inc., McLeod Telecommunications,
                       Inc., MWR Telecom, Inc. and The First National Bank of
                       Chicago. (Filed as Exhibit 10.4 to Initial Form S-1 and
                       incorporated herein by reference).

           10.5        Fourth Amendment to Credit Agreement dated as of July 28,
                       1995 among McLeod, Inc., McLeod Network Services, Inc.,
                       McLeod Telemanagement, Inc., McLeod Telecommunications,
                       Inc., MWR Telecom, Inc. and The First National Bank of
                       Chicago. (Filed as Exhibit 10.5 to Initial Form S-1 and
                       incorporated herein by reference).

           10.6        Fifth Amendment to Credit Agreement dated as of October
                       18, 1995 among McLeod, Inc., McLeod Network Services,
                       Inc., McLeod Telemanagement, Inc., McLeod
                       Telecommunications, Inc., MWR Telecom, Inc. and The First
                       National Bank of Chicago. (Filed as Exhibit 10.6 to
                       Initial Form S-1 and incorporated herein by reference).

           10.7        Sixth Amendment to Credit Agreement dated as of March 29,
                       1996 among McLeod, Inc., McLeod Network Services, Inc.,
                       McLeod Telecommunications, Inc., MWR Telecom, Inc. and
                       The First National Bank of Chicago. (Filed as Exhibit
                       10.7 to Initial Form S-1 and incorporated herein by
                       reference).

           10.8        Security Agreement dated as of May 16, 1994 among McLeod,
                       Inc., McLeod Network Services, Inc., McLeod
                       Telemanagement, Inc., McLeod Telecommunications, Inc. and
                       The First National Bank of Chicago. (Filed as Exhibit
                       10.8 to Initial Form S-1 and incorporated herein by
                       reference).

           10.9        First Amendment to Security Agreement dated as of
                       December 1, 1994 among McLeod, Inc., McLeod Network
                       Services, Inc., McLeod Telemanagement, Inc., McLeod
                       Telecommunications, Inc. and The First National Bank of
                       Chicago. (Filed as Exhibit 10.9 to Initial Form S-1 and
                       incorporated herein by reference).

                                       4
<PAGE> 
          Exhibit
          Number                        Exhibit Description
          ------                        -------------------

          10.10        Support Agreement dated as of December 1, 1994 among IES
                       Diversified Inc., McLeod, Inc., McLeod Network Services,
                       Inc., McLeod Telemanagement, Inc., McLeod
                       Telecommunications, Inc. and The First National Bank of
                       Chicago. (Filed as Exhibit 10.10 to Initial Form S-1 and
                       incorporated herein by reference).

          10.11        Agreement Regarding Support Agreement dated December 1994
                       between McLeod, Inc. and IES Diversified Inc. (Filed as
                       Exhibit 10.11 to Initial Form S-1 and incorporated herein
                       by reference).

          10.12        Agreement Regarding Guarantee dated May 16, 1994 between
                       McLeod, Inc. and IES Diversified Inc. (Filed as Exhibit
                       10.12 to Initial Form S-1 and incorporated herein by
                       reference).

          10.13        Joinder to and Assumption of Credit Agreement dated as of
                       April 28, 1995 between McLeod Merging Co. and The First
                       National Bank of Chicago. (Filed as Exhibit 10.13 to
                       Initial Form S-1 and incorporated herein by reference).

          10.14        Joinder to and Assumption of Security Agreement dated as
                       of April 28, 1995 between McLeod Merging Co. and The
                       First National Bank of Chicago. (Filed as Exhibit 10.14
                       to Initial Form S-1 and incorporated herein by
                       reference).

          10.15        Letter from The First National Bank of Chicago to James
                       L. Cram dated April 28, 1995 regarding extension of the
                       termination date under the Credit Agreement. (Filed as
                       Exhibit 10.15 to Initial Form S-1 and incorporated herein
                       by reference).

          10.16        Credit Agreement dated as of March 29, 1996 among McLeod,
                       Inc., McLeod Network Services, Inc., McLeod
                       Telemanagement, Inc., McLeod Telecommunications, Inc. MWR
                       Telecom, Inc. and The First National Bank of Chicago.
                       (Filed as Exhibit 10.16 to Initial Form S-1 and
                       incorporated herein by reference).

          10.17        Agreement for Construction Related Services dated as of
                       October 17, 1995 between City Signal Fiber Services, Inc.
                       and McLeod Network Services, Inc. (Filed as Exhibit 10.17
                       to Initial Form S-1 and incorporated herein by
                       reference).

          10.18        Construction Services Agreement dated March 27, 1996
                       between City Signal Fiber Services, Inc. and McLeod
                       Network Services, Inc. (Filed as Exhibit 10.18 to Initial
                       Form S-1 and incorporated herein by reference).

          10.19        Fiber Optic Use Agreement dated as of February 14, 1996
                       between McLeod Network Services, Inc. and Galaxy Telecom,
                       L.P. (Filed as Exhibit 10.19 to Initial Form S-1 and
                       incorporated herein by reference).

          10.20        Agreement dated as of July 11, 1994 between McLeod
                       Network Services, Inc. and KLK Construction. (Filed as
                       Exhibit 10.20 to Initial Form S-1 and incorporated herein
                       by reference).

          10.21        Lease Agreement dated September 5, 1995 between State of
                       Iowa and MWR Telecom, Inc. (Filed as Exhibit 10.21 to
                       Initial Form S-1 and incorporated herein by reference).

          10.22        Lease Agreement dated September 5, 1995 between State of
                       Iowa and McLeod Network Services, Inc. (Filed as Exhibit
                       10.22 to Initial Form S-1 and incorporated herein by
                       reference).

                                       5
<PAGE>
          Exhibit
          Number                   Exhibit Description
          ------                   ------------------
          10.23        Contract dated September 5, 1995 between Iowa
                       Telecommunications and Technology Commission and MWR
                       Telecom, Inc. (Filed as Exhibit 10.23 to Initial Form S-1
                       and incorporated herein by reference).

          10.24        Contract dated June 27, 1995 between Iowa National Guard
                       and McLeod Network Services, Inc. (Filed as Exhibit 10.24
                       to Initial Form S-1 and incorporated herein by
                       reference).

          10.25        Addendum Number One to Contract dated September 5, 1995
                       between Iowa National Guard and McLeod Network Services,
                       Inc. (Filed as Exhibit 10.25 to Initial Form S-1 and
                       incorporated herein by reference).

          10.26        U S WEST Centrex Plus Service Rate Stability Plan dated
                       October 15, 1993 between McLeod Telemanagement, Inc. and
                       U S WEST Communications, Inc. (Filed as Exhibit 10.26 to
                       Initial Form S-1 and incorporated herein by reference).

          10.27        U S WEST Centrex Plus Service Rate Stability Plan dated
                       July 17, 1993 between McLeod Telemanagement, Inc. and U S
                       WEST Communications, Inc. (Filed as Exhibit 10.27 to
                       Initial Form S-1 and incorporated herein by reference).

          10.28        Ameritech Centrex Service Confirmation of Service Orders
                       dated various dates in 1994, 1995 and 1996 between McLeod
                       Telemanagement, Inc. and Ameritech Information Industry
                       Services. (Filed as Exhibit 10.28 to Initial Form S-1 and
                       incorporated herein by reference).

          10.29        Lease Agreement dated as of December 28, 1993 between
                       2060 Partnership and McLeod Telemanagement, Inc., as
                       amended by Amendments First to Ninth dated as of July 3,
                       1994, March 25,1994, June 22, 1994, August 12, 1994,
                       September 12, 1994, September 20, 1994, November 16,
                       1994, September 20, 1995 and January 6, 1996,
                       respectively. (Filed as Exhibit 10.29 to Initial Form S-1
                       and incorporated herein by reference).

          10.30        Lease Agreement dated as of May 24, 1995 between 2060
                       Partnership and McLeod Telemanagement, Inc. (Filed as
                       Exhibit 10.30 to Initial Form S-1 and incorporated herein
                       by reference).

          10.31        Lease Agreement dated October 31, 1995 between I.R.F.B.
                       Joint Venture and McLeod Telemanagement, Inc. (Filed as
                       Exhibit 10.31 to Initial Form S-1 and incorporated herein
                       by reference).

          10.32        First Amendment to Lease Agreement dated as of November
                       20, 1995 between I.R.F.B. Joint Venture and McLeod
                       Telemanagement, Inc. (Filed as Exhibit 10.32 to Initial
                       Form S-1 and incorporated herein by reference).

          10.33        Uniform Purchase Agreement dated July 22, 1993 between
                       McLeod, Inc. and Hill's Maple Crest Farms Partnership.
                       (Filed as Exhibit 10.33 to Initial Form S-1 and
                       incorporated herein by reference).

          10.34        Master Right-of-Way Agreement dated July 27, 1994 between
                       McLeod Network Services, Inc. and IES Industries Inc.
                       (Filed as Exhibit 10.34 to Initial Form S-1 and
                       incorporated herein by reference).

          10.35        Master Right-of-Way and Tower Use Agreement dated
                       February 13, 1996 between IES Industries Inc. and McLeod,
                       Inc. (Filed as Exhibit 10.35 to Initial Form S-1 and
                       incorporated herein by reference).

          10.36        Master Pole, Duct and Tower Use Agreement dated February
                       20, 1996 between MidAmerican Energy Company and McLeod,
                       Inc. (Iowa and South Dakota). (Filed as Exhibit 10.36 to
                       Initial Form S-1 and incorporated herein by reference).


                                       6
<PAGE>
          Exhibit
          Number                   Exhibit Description
          ------                   -------------------

          10.37        Master Pole, Duct and Tower Use Agreement dated February
                       20, 1996 between MidAmerican Energy Company and McLeod,
                       Inc. (Illinois). (Filed as Exhibit 10.37 to Initial Form
                       S-1 and incorporated herein by reference).

          10.38        Settlement Agreement dated March 18, 1996 between U S
                       WEST Communications, Inc. and McLeod Telemanagement, Inc.
                       (Filed as Exhibit 10.38 to Initial Form S-1 and
                       incorporated herein by reference).

          10.39        Agreement dated August 4, 1995 between Vadacom, Inc. and
                       McLeod Telemanagement, Inc. (Filed as Exhibit 10.39 to
                       Initial Form S-1 and incorporated herein by reference).

          10.40        McLeod Telecommunications, Inc. 1992 Incentive Stock
                       Option Plan. (Filed as Exhibit 10.40 to Initial Form S-1
                       and incorporated herein by reference).

          10.41        McLeod, Inc. 1993 Incentive Stock Option Plan. (Filed as
                       Exhibit 10.41 to Initial Form S-1 and incorporated herein
                       by reference).

          10.42        McLeod, Inc. 1995 Incentive Stock Option Plan. (Filed as
                       Exhibit 10.42 to Initial Form S-1 and incorporated herein
                       by reference).

          10.43        McLeod Telecommunications, Inc. Director Stock Option
                       Plan. (Filed as Exhibit 10.43 to Initial Form S-1 and
                       incorporated herein by reference).

          10.44        Promissory Note dated July 18, 1995 between Kirk E.
                       Kaalberg and McLeod, Inc. (Filed as Exhibit 10.44 to
                       Initial Form S-1 and incorporated herein by reference).

          10.45        Promissory Note dated March 29, 1996 between Stephen K.
                       Brandenburg and McLeod, Inc. (Filed as Exhibit 10.45 to
                       Initial Form S-1 and incorporated herein by reference).

          10.46        Agreement dated April 28, 1995 among McLeod, Inc., McLeod
                       Telecommunications, Inc., McLeod Telemanagement, Inc.,
                       McLeod Network Services, Inc. and Clark E. McLeod. (Filed
                       as Exhibit 10.46 to Initial Form S-1 and incorporated
                       herein by reference).

         +10.47        Telecommunications Services Agreement dated March 14,
                       1994 between WiITeI, Inc. and McLeod Telemanagement,
                       Inc., as amended. (Filed as Exhibit 10.47 to Initial Form
                       S-1 and incorporated herein by reference).

          10.48        Amendment to Contract Addendum A to Contract No. 2102
                       dated March 31, 1993 between the Iowa Department of
                       General Services and McLeod Telecommunications, Inc.
                       (Filed as Exhibit 10.48 to Initial Form S-1 and
                       incorporated herein by reference).

                                       7
<PAGE>

          Exhibit
          Number                   Exhibit Description
          ------                   -------------------

          10.49        Construction Services Agreement dated June 30, 1995
                       between MFS Network Technologies, Inc. and MWR Telecom,
                       Inc. (Filed as Exhibit 10.49 to Initial Form S-1 and
                       incorporated herein by reference).

          10.50        First Amendment to Agreement Regarding Support Agreement
                       dated May 14, 1996 among McLeod, Inc., IES Diversified
                       Inc. and IES Investments Inc. (Filed as Exhibit 10.50 to
                       Initial Form S-1 and incorporated herein by reference).

          10.51        First Amendment to Agreement Regarding Guarantee dated
                       May 14, 1996 among McLeod, Inc., IES Diversified Inc. and
                       IES Investments Inc. (Filed as Exhibit 10.51 to Initial
                       Form S-1 and incorporated herein by reference).

          10.52        Amended and Restated Directors Stock Option Plan of
                       McLeod, Inc. (Filed as Exhibit 10.52 to Initial Form S-1
                       and incorporated herein by reference).

          10.53        Forms of Employment, Confidentiality and Non-Competition
                       Agreement between McLeod, Inc. and certain employees of
                       McLeod, Inc. (Filed as Exhibit 10.53 to Initial Form S-1
                       and incorporated herein by reference).

          10.54        Form of Change-of-Control Agreement between McLeod, Inc.
                       and certain employees of McLeod, Inc. (Filed as Exhibit
                       10.54 to Initial Form S-1 and incorporated herein by
                       reference).

          10.55        McLeod, Inc. 1996 Employee Stock Option Plan, as amended.
                       (Filed as Exhibit 10.55 to November Form S-1 and
                       incorporated herein by reference).

         *10.56        McLeod, Inc. Employee Stock Purchase Plan, as amended.

          10.57        Form of Indemnity Agreement between McLeod, Inc. and
                       certain officers and directors of McLeod, Inc. (Filed as
                       Exhibit 10.57 to Initial Form S-1 and incorporated herein
                       by reference).

          10.58        License Agreement dated April 24, 1996 between PageMart,
                       Inc. and MWR Telecom, Inc. (Filed as Exhibit 10.58 to
                       Initial Form S-1 and incorporated herein by reference).

          10.59        Assignment of Purchase Agreement dated August 15, 1996
                       between Ryan Properties, Inc. and McLeod, Inc. (Filed as
                       Exhibit 10.59 to November Form S-1 and incorporated
                       herein by reference).

          10.60        Assignment of Purchase Agreement dated August 14, 1996
                       between Ryan Properties, Inc. and McLeod, Inc. (Filed as
                       Exhibit 10.60 to November Form S-1 and incorporated
                       herein by reference).

          10.61        Asset Purchase Agreement dated September 4, 1996 between
                       Total Communication Services, Inc. and McLeod
                       Telemanagement, Inc. (Filed as Exhibit 10.61 to November
                       Form S-1 and incorporated herein by reference).

          10.62        First Amendment to Asset Purchase Agreement dated
                       September 30, 1996 between Total Communication Services,
                       Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
                       10.62 to November Form S-1 and incorporated herein by
                       reference).

          10.63        McLeod, Inc. Incentive Plan. (Filed as Exhibit 10.63 to
                       November Form S-1 and incorporated herein by reference).

                                      8
<PAGE>
          Exhibit
          Number                   Exhibit Description
          ------                   -------------------

          10.64        Amended and Restated Credit Agreement dated as of May 5,
                       1996 among Telecom*USA Publishing Group, Inc.,
                       Telecom*USA Publishing Company and Telecom*USA
                       Neighborhood Directories, Inc. and Norwest Bank Iowa,
                       National Association. (Filed as Exhibit 10.64 to November
                       Form S-1 and incorporated herein by reference).

          10.65        First Amendment to Amended and Restated Credit Agreement
                       dated as of January 31, 1996 by and between Telecom*USA
                       Publishing Group, Inc., Telecom*USA Publishing Company
                       and Telecom*USA Neighborhood Directories, Inc. and
                       Norwest Bank Iowa, National Association. (Filed as
                       Exhibit 10.65 to November Form S-1 and incorporated
                       herein by reference).

          10.66        Lease Agreement dated as of September 26, 1994 between
                       Ryan Properties, Inc. and Ruffalo, Cody & Associates,
                       Inc. (Filed as Exhibit 10.66 to November Form S-1 and
                       incorporated herein by reference).

          10.67        First Lease Amendment dated as of April 12, 1995 between
                       Ryan Properties, Inc. and Ruffalo, Cody & Associates,
                       Inc. (Filed as Exhibit 10.67 to November Form S-1 and
                       incorporated herein by reference).

          10.68        Lease Agreement dated as of July 18, 1995 between 2060
                       Partnership, L.P. and Telecom*USA Publishing Company.
                       (Filed as Exhibit 10.68 to November Form S-1 and
                       incorporated herein by reference).

          10.69        Lease Agreement dated April 26, 1995 by and between A.M.
                       Henderson and Telecom*USA Publishing Company. (Filed as
                       Exhibit 10.69 to November Form S-1 and incorporated
                       herein by reference).

          10.70        License Agreement dated as of April 19, 1994, between
                       Ameritech Information Industry Services and Telecom*USA
                       Publishing Company. (Filed as Exhibit 10.70 to November
                       Form S-1 and incorporated herein by reference).

          10.71        License Agreement dated September 13, 1993 between U S
                       WEST Communications, Inc. and Telecom*USA Publishing
                       Company. (Filed as Exhibit 10.71 to November Form S-1 and
                       incorporated herein by reference).

          10.72        Form of McLeod, Inc. Directors Stock Option Plan Option
                       Agreement. (Filed as Exhibit 10.72 to November Form S-1
                       and incorporated herein by reference).

          10.73        Forms of McLeod, Inc. 1996 Employee Stock Option Plan
                       Incentive Stock Option Agreement. (Filed as Exhibit 10.73
                       to November Form S-1 and incorporated herein by
                       reference).

          10.74        Forms of McLeod, Inc. 1996 Employee Stock Option Plan 
                       Non-Incentive Stock Option Agreement. (Filed as Exhibit
                       10.74 to November Form S-1 and incorporated herein by
                       reference).

          10.75        Option Agreement dated April 27, 1995 between Fronteer
                       Directory Company, Inc. and Telecom*USA Publishing
                       Company. (Filed as Exhibit 10.75 to November Form S-1 and
                       incorporated herein by reference).

          10.76        Promissory Note dated May 5, 1995 between Telecom*USA
                       Publishing Company and Fronteer Directory Company, Inc.
                       (Filed as Exhibit 10.76 to November Form S-1 and
                       incorporated herein by reference).


                                       9
<PAGE>
          Exhibit
          Number                   Exhibit Description
          ------                   -------------------

          10.77        Security Agreement dated May 5, 1995 between Telecom*USA
                       Publishing Company and Fronteer Directory Company, Inc.
                       (Filed as Exhibit 10.77 to November Form S-1 and
                       incorporated herein by reference).

          10.78        Design/Build Construction Contract dated September 17,
                       1996 between Ryan Construction Company of Minnesota, Inc.
                       and McLeod, Inc. (Filed as Exhibit 10.78 to November Form
                       S-1 and incorporated herein by reference).

          10.79        Guaranty Agreement dated as of October 17, 1996 by
                       McLeod, Inc. in favor of Kirkwood Community College.
                       (Filed as Exhibit 10.79 to November Form S-1 and
                       incorporated herein by reference).

          10.80        Industrial New Jobs Training Agreement dated as of
                       October 31, 1996 between Kirkwood Community College and
                       McLeod Telemanagement, Inc. (Filed as Exhibit 10.80 to
                       November Form S-1 and incorporated herein by reference).

          10.81        Industrial New Jobs Training Agreement dated as of
                       October 31, 1996 between Kirkwood Community College and
                       McLeod Telecommunications, Inc. (Filed as Exhibit 10.81
                       to November Form S-1 and incorporated herein by
                       reference).

          10.82        Industrial New Jobs Training Agreement dated as of
                       October 31, 1996 between Kirkwood Community College and
                       McLeod Network Services, Inc. (Filed as Exhibit 10.82 to
                       November Form S-1 and incorporated herein by reference).

          10.83        Industrial New Jobs Training Agreement dated as of
                       October 31, 1996 between Kirkwood Community College and
                       McLeod, Inc. (Filed as Exhibit 10.83 to November Form S-1
                       and incorporated herein by reference).

          10.84        Change Order No. 1 to the Construction Services Agreement
                       dated November 22, 1995 by and between MWR TeIecom, Inc.
                       and MFS Network Technologies, Inc. (Filed as Exhibit
                       10.84 to November Form S-1 and incorporated herein by
                       reference).

          10.85        Change Order No. 2 to the Construction Services Agreement
                       dated August 14, 1996 between MWR Telecom, Inc. and MFS
                       Network Technologies, Inc. (Filed as Exhibit 10.85 to
                       November Form S-1 and incorporated herein by reference).

          10.86        Change Order No. 3 to the Construction Services Agreement
                       dated October 31, 1996 between MWR Telecom, Inc. and MFS
                       Network Technologies, Inc. (Filed as Exhibit 10.86 to
                       November Form S-1 and incorporated herein by reference).

          10.87        Independent Contractor Sales Agreement dated May, 1995
                       between Sprint Communications Company L.P. and Ruffalo,
                       Cody & Associates, Inc. (Filed as Exhibit 10.87 to
                       November Form S-1 and incorporated herein by reference).

          10.88        Second Amendment to Asset Purchase Agreement dated
                       October 31, 1996 between Total Communication Services,
                       Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
                       10.88 to November Form S-1 and incorporated herein by
                       reference)

          10.89        Escrow Agreement dated July 15, 1996 among McLeod, Inc.,
                       certain shareholders of Ruffalo, Cody & Associates, Inc.,
                       Albert P. Ruffalo and Norwest Bank N.A. (Filed as Exhibit
                       10.89 to November Form S-1 and incorporated herein by
                       reference).

         *10.90        Sale and Purchase Agreement dated January 27, 1997 among
                       McLeodUSA Publishing Company, Fronteer Financial
                       Holdings, Ltd., Classified Directories, Inc., Larry A.
                       Scott, James Greff, Randall L. Gowin and Edwin Dressler
                       and certain directors, officers and shareholders of
                       Fronteer Financial Holdings, Ltd.


                                      10
<PAGE>

          Exhibit
          Number                   Exhibit Description
          ------                   -------------------

         *10.91        Sale and Purchase Agreement dated February 27, 1997 among
                       McLeodUSA Publishing Company, Indiana Directories, Inc.,
                       John Morgan, Hank Meijer, Jack Hendricks, Brad Nelson and
                       Talking Directories, Inc.

         *10.92        Amendment to Sale and Purchase Agreement dated February
                       28, 1997 between McLeodUSA Publishing Company and Indiana
                       Directories, Inc.

         *10.93        Ameritech Centrex Service Confirmation of Service Orders
                       dated August 21, 1996 between McLeod Telemanagement, Inc.
                       and Ameritech Information Industry Services.

        ++10.94        Amended and Restated Program Enrollment Terms dated
                       November 1, 1996 between WorldCom Network Services, Inc.
                       d/b/a WilTel and McLeod Telemanagement, Inc.

         *11.1         Statement regarding Computation of Per Share Earnings.

         *16.1         Letter regarding Change in Certifying Accountant.

         *21.1         Subsidiaries of McLeod, Inc.

         *23.1         Consent of McGladrey & Pullen, LLP.

         *27.1         Financial Data Schedule.

          99.1         Purchase Agreement dated as of August 15, 1996 between
                       Iowa Land and Building Company and Ryan Properties, Inc.
                       (Filed as Exhibit 99.1 to November Form S-1 and
                       incorporated herein by reference).

          99.2         Purchase Agreement dated as of June 28, 1996 between
                       Donald E. Zvacek, Dennis E. Zvacek and Robert J. Zvacek
                       and Ryan Properties, Inc. (Filed as Exhibit 99.2 to
                       November Form S-1 and incorporated herein by reference).

---------------
 * Filed with the Form 10-K that was filed on March 31, 1997.
 + Confidential treatment has been granted.  The copy filed as an exhibit
   omits the information subject to the confidential treatment request.
++ Confidential treatment has been requested with regard to certain provisions
   of this exhibit. The copy filed as an exhibit omits the information subject
   to the confidential treatment request.

                                      11
<PAGE>


                                  SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned, thereunto duly authorized.

                                     McLEOD, INC.


                                     By  /s/ Casey D. Mahon
                                         -----------------------
                                         Casey D. Mahon
                                         Senior Vice President, General Counsel
                                          and Secretary

                                         April 4, 1997




                                      12
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION> 
 
    Exhibit
    Number                      Exhibit Description
    -------                     -------------------
   <S>                         <C> 
     2.1  Agreement and Plan of Reorganization dated April 28, 1995 among
          Midwest Capital Group Inc., MWR Telecom, Inc. and McLeod, Inc. (Filed
          as Exhibit 2.1 to Registration Statement on Form S-1, File No. 333-
          3112 ("Initial Form S-1"), and incorporated herein by reference).

     2.2  Agreement and Plan of Reorganization dated as of July 12, 1996 among
          Ruffalo, Cody & Associates, Inc., certain shareholders of Ruffalo,
          Cody & Associates, Inc. and McLeod, Inc. (Filed as Exhibit 2 to
          Current Report on Form 8-K, File No. 0-20763, filed with the
          Commission on July 29, 1996 and incorporated herein by reference).

     2.3  Agreement and Plan of Reorganization dated as of August 15, 1996 among
          Telecom*USA Publishing Group, Inc. and McLeod, Inc. (Filed as Exhibit
          2 to Current Report on Form 8-K, File No. 0-20763, filed with the
          Commission on August 26, 1996 and incorporated herein by reference).

     2.4  Agreement and Plan of Reorganization dated as of January 27, 1997
          among McLeod, Inc., Digital Communications of Iowa, Inc., Clark E.
          McLeod and Mary E. McLeod. (Filed as Exhibit 2 to Current Report on
          Form 8-K, File No. 0-20763, filed with the Commission on February 24,
          1997 and incorporated herein by reference).

     3.1  Amended and Restated Certificate of Incorporation of McLeod, Inc.
          (Filed as Exhibit 3.1 to Initial Form S-1 and incorporated herein by
          reference).

     3.2  Amended and Restated Bylaws of McLeod, Inc. (Filed as Exhibit 3.2 to
          Registration Statement on Form S-1, File No. 333-13885 ("November Form
          S-1"), and incorporated herein by reference).

     4.1  Form of Class A Common Stock Certificate of McLeod, Inc. (Filed as
          Exhibit 4.1 to Initial Form S-1 and incorporated herein by reference).

    *4.2  Indenture dated March 4, 1997 between McLeod, Inc. and United States
          Trust Company of New York, as Trustee, relating to the 10 1/2% Senior
          Discount Notes Due 2007 of McLeod, Inc.

    *4.3  Initial Global 10 1/2% Senior Discount Note Due March 1, 2007 of
          McLeod, Inc., dated March 4, 1997.

    *4.4  Form of Certificated 10 1/2% Senior Discount Note Due March 1, 2007 of
          McLeod, Inc.

    *4.5  Registration Agreement dated March 4, 1997 among McLeod, Inc., Salomon
          Brothers Inc and Morgan Stanley & Co. Incorporated.

     4.6  Investor Agreement dated as of April 1, 1996 among McLeod, Inc., IES
          Investments Inc., Midwest Capital Group Inc., MWR Investments Inc.,
          Clark and Mary McLeod, and certain other stockholders. (Filed as
          Exhibit 4.8 to Initial Form S-1 and incorporated herein by reference).

     4.7  Amendment No. 1 to Investor Agreement dated as of October 23, 1996 by
          and among McLeod, Inc., IES Investments Inc., Midwest Capital Group
          Inc., MWR Investments Inc., Clark E. McLeod and Mary E. McLeod. (Filed
          as Exhibit 4.3 to November Form S-1 and incorporated herein by
          reference).

    10.1  Credit Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod
          Network Services, Inc., McLeod Telemanagement, Inc., McLeod
          Telecommunications, Inc. and The First National Bank of Chicago.
          (Filed as Exhibit 10.1 to Initial Form S-1 and incorporated herein by
          reference).
</TABLE> 

<PAGE>
 
   Exhibit
    Number                    Exhibit Description
   -------                    -------------------

    10.2  First Amendment to Credit Agreement dated as of June 17, 1994 among
          McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
          Inc., McLeod Telecommunications, Inc. and The First National Bank of
          Chicago. (Filed as Exhibit 10.2 to Initial Form S-1 and incorporated
          herein by reference).

    10.3  Second Amendment to Credit Agreement dated as of December 1, 1994
          among McLeod, Inc., McLeod Network Services, Inc., McLeod
          Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
          National Bank of Chicago. (Filed as Exhibit 10.3 to Initial Form S-1
          and incorporated herein by reference).

    10.4  Third Amendment to Credit Agreement dated as of May 31, 1995 among
          McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
          Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
          National Bank of Chicago. (Filed as Exhibit 10.4 to Initial Form S-1
          and incorporated herein by reference).

    10.5  Fourth Amendment to Credit Agreement dated as of July 28, 1995 among
          McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
          Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
          National Bank of Chicago. (Filed as Exhibit 10.5 to Initial Form S-1
          and incorporated herein by reference).

    10.6  Fifth Amendment to Credit Agreement dated as of October 18, 1995 among
          McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
          Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
          National Bank of Chicago. (Filed as Exhibit 10.6 to Initial Form S-1
          and incorporated herein by reference).

    10.7  Sixth Amendment to Credit Agreement dated as of March 29, 1996 among
          McLeod, Inc., McLeod Network Services, Inc., McLeod
          Telecommunications, Inc., MWR Telecom, Inc. and The First National
          Bank of Chicago. (Filed as Exhibit 10.7 to Initial Form S-1 and
          incorporated herein by reference).

    10.8  Security Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod
          Network Services, Inc., McLeod Telemanagement, Inc., McLeod
          Telecommunications, Inc. and The First National Bank of Chicago.
          (Filed as Exhibit 10.8 to Initial Form S-1 and incorporated herein by
          reference).

    10.9  First Amendment to Security Agreement dated as of December 1, 1994
          among McLeod, Inc., McLeod Network Services, Inc., McLeod
          Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
          National Bank of Chicago. (Filed as Exhibit 10.9 to Initial Form S-1
          and incorporated herein by reference).

   10.10  Support Agreement dated as of December 1, 1994 among IES Diversified
          Inc., McLeod, Inc., McLeod Network Services, Inc., McLeod
          Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
          National Bank of Chicago. (Filed as Exhibit 10.10 to Initial Form S-1
          and incorporated herein by reference).

   10.11  Agreement Regarding Support Agreement dated December 1994 between
          McLeod, Inc. and IES Diversified Inc. (Filed as Exhibit 10.11 to
          Initial Form S-1 and incorporated herein by reference).

   10.12  Agreement Regarding Guarantee dated May 16, 1994 between McLeod, Inc.
          and IES Diversified Inc. (Filed as Exhibit 10.12 to Initial Form S-1
          and incorporated herein by reference).

   10.13  Joinder to and Assumption of Credit Agreement dated as of April 28,
          1995 between McLeod Merging Co. and The First National Bank of
          Chicago. (Filed as Exhibit 10.13 to Initial Form S-1 and incorporated
          herein by reference).

                                       2
<PAGE>
 
  Exhibit
   Number                     Exhibit Description
  -------                     -------------------

   10.14  Joinder to and Assumption of Security Agreement dated as of April 28,
          1995 between McLeod Merging Co. and The First National Bank of
          Chicago. (Filed as Exhibit 10.14 to Initial Form S-1 and incorporated
          herein by reference).

   10.15  Letter from The First National Bank of Chicago to James L. Cram dated
          April 28, 1995 regarding extension of the termination date under the
          Credit Agreement. (Filed as Exhibit 10.15 to Initial Form S-1 and
          incorporated herein by reference).

   10.16  Credit Agreement dated as of March 29, 1996 among McLeod, Inc., McLeod
          Network Services, Inc., McLeod Telemanagement, Inc., McLeod
          Telecommunications, Inc. MWR Telecom, Inc. and The First National Bank
          of Chicago. (Filed as Exhibit 10.16 to Initial Form S-1 and
          incorporated herein by reference).

   10.17  Agreement for Construction Related Services dated as of October 17,
          1995 between City Signal Fiber Services, Inc. and McLeod Network
          Services, Inc. (Filed as Exhibit 10.17 to Initial Form S-1 and
          incorporated herein by reference).

   10.18  Construction Services Agreement dated March 27, 1996 between City
          Signal Fiber Services, Inc. and McLeod Network Services, Inc. (Filed
          as Exhibit 10.18 to Initial Form S-1 and incorporated herein by
          reference).

   10.19  Fiber Optic Use Agreement dated as of February 14, 1996 between McLeod
          Network Services, Inc. and Galaxy Telecom, L.P. (Filed as Exhibit
          10.19 to Initial Form S-1 and incorporated herein by reference).

   10.20  Agreement dated as of July 11, 1994 between McLeod Network Services,
          Inc. and KLK Construction. (Filed as Exhibit 10.20 to Initial Form S-1
          and incorporated herein by reference).

   10.21  Lease Agreement dated September 5, 1995 between State of Iowa and MWR
          Telecom, Inc. (Filed as Exhibit 10.21 to Initial Form S-1 and
          incorporated herein by reference).

   10.22  Lease Agreement dated September 5, 1995 between State of Iowa and
          McLeod Network Services, Inc. (Filed as Exhibit 10.22 to Initial Form
          S-1 and incorporated herein by reference).

   10.23  Contract dated September 5, 1995 between Iowa Telecommunications and
          Technology Commission and MWR Telecom, Inc. (Filed as Exhibit 10.23 to
          Initial Form S-1 and incorporated herein by reference).

   10.24  Contract dated June 27, 1995 between Iowa National Guard and McLeod
          Network Services, Inc. (Filed as Exhibit 10.24 to Initial Form S-1 and
          incorporated herein by reference).

   10.25  Addendum Number One to Contract dated September 5, 1995 between Iowa
          National Guard and McLeod Network Services, Inc. (Filed as Exhibit
          10.25 to Initial Form S-1 and incorporated herein by reference).

   10.26  U S WEST Centrex Plus Service Rate Stability Plan dated October 15,
          1993 between McLeod Telemanagement, Inc. and U S WEST Communications,
          Inc. (Filed as Exhibit 10.26 to Initial Form S-1 and incorporated
          herein by reference).

   10.27  U S WEST Centrex Plus Service Rate Stability Plan dated July 17, 1993
          between McLeod Telemanagement, Inc. and U S WEST Communications, Inc.
          (Filed as Exhibit 10.27 to Initial Form S-1 and incorporated herein by
          reference).


                                       3

<PAGE>
 
  Exhibit
   Number                     Exhibit Description
  -------                     -------------------

   10.28  Ameritech Centrex Service Confirmation of Service Orders dated various
          dates in 1994, 1995 and 1996 between McLeod Telemanagement, Inc. and
          Ameritech Information Industry Services. (Filed as Exhibit 10.28 to
          Initial Form S-1 and incorporated herein by reference).

   10.29  Lease Agreement dated as of December 28, 1993 between 2060 Partnership
          and McLeod Telemanagement, Inc., as amended by Amendments First to
          Ninth dated as of July 3, 1994, March 25, 1994, June 22, 1994, August
          12, 1994, September 12, 1994, September 20, 1994, November 16, 1994,
          September 20, 1995 and January 6, 1996, respectively. (Filed as
          Exhibit 10.29 to Initial Form S-1 and incorporated herein by
          reference).

   10.30  Lease Agreement dated as of May 24, 1995 between 2060 Partnership and
          McLeod Telemanagement, Inc. (Filed as Exhibit 10.30 to Initial Form 
          S-1 and incorporated herein by reference).

   10.31  Lease Agreement dated October 31, 1995 between I.R.F.B. Joint Venture
          and McLeod Telemanagement, Inc. (Filed as Exhibit 10.31 to Initial
          Form S-1 and incorporated herein by reference).

   10.32  First Amendment to Lease Agreement dated as of November 20, 1995
          between I.R.F.B. Joint Venture and McLeod Telemanagement, Inc. (Filed
          as Exhibit 10.32 to Initial Form S-1 and incorporated herein by
          reference).

   10.33  Uniform Purchase Agreement dated July 22, 1993 between McLeod, Inc.
          and Hill's Maple Crest Farms Partnership. (Filed as Exhibit 10.33 to
          Initial Form S-1 and incorporated herein by reference).

   10.34  Master Right-of-Way Agreement dated July 27, 1994 between McLeod
          Network Services, Inc. and IES Industries Inc. (Filed as Exhibit 10.34
          to Initial Form S-1 and incorporated herein by reference).

   10.35  Master Right-of-Way and Tower Use Agreement dated February 13, 1996
          between IES Industries Inc. and McLeod, Inc. (Filed as Exhibit 10.35
          to Initial Form S-1 and incorporated herein by reference).

   10.36  Master Pole, Duct and Tower Use Agreement dated February 20, 1996
          between MidAmerican Energy Company and McLeod, Inc. (Iowa and South
          Dakota). (Filed as Exhibit 10.36 to Initial Form S-1 and incorporated
          herein by reference).

   10.37  Master Pole, Duct and Tower Use Agreement dated February 20, 1996
          between MidAmerican Energy Company and McLeod, Inc. (Illinois). (Filed
          as Exhibit 10.37 to Initial Form S-1 and incorporated herein by
          reference).

   10.38  Settlement Agreement dated March 18, 1996 between U S WEST
          Communications, Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
          10.38 to Initial Form S-1 and incorporated herein by reference).

   10.39  Agreement dated August 4, 1995 between Vadacom, Inc. and McLeod
          Telemanagement, Inc. (Filed as Exhibit 10.39 to Initial Form S-1 and
          incorporated herein by reference).

   10.40  McLeod Telecommunications, Inc. 1992 Incentive Stock Option Plan.
          (Filed as Exhibit 10.40 to Initial Form S-1 and incorporated herein by
          reference).

   10.41  McLeod, Inc. 1993 Incentive Stock Option Plan. (Filed as Exhibit 10.41
          to Initial Form S-1 and incorporated herein by reference).

   10.42  McLeod, Inc. 1995 Incentive Stock Option Plan. (Filed as Exhibit 10.42
          to Initial Form S-1 and incorporated herein by reference).

                                       4
<PAGE>
 
  Exhibit
   Number                     Exhibit Description
  -------                     -------------------

   10.43  McLeod Telecommunications, Inc. Director Stock Option Plan. (Filed as
          Exhibit 10.43 to Initial Form S-1 and incorporated herein by
          reference).

   10.44  Promissory Note dated July 18, 1995 between Kirk E. Kaalberg and
          McLeod, Inc. (Filed as Exhibit 10.44 to Initial Form S-1 and
          incorporated herein by reference).

   10.45  Promissory Note dated March 29, 1996 between Stephen K. Brandenburg
          and McLeod, Inc. (Filed as Exhibit 10.45 to Initial Form S-1 and
          incorporated herein by reference).

   10.46  Agreement dated April 28, 1995 among McLeod, Inc., McLeod
          Telecommunications, Inc., McLeod Telemanagement, Inc., McLeod Network
          Services, Inc. and Clark E. McLeod. (Filed as Exhibit 10.46 to Initial
          Form S-1 and incorporated herein by reference).

  +10.47  Telecommunications Services Agreement dated March 14, 1994 between
          WilTel, Inc. and McLeod Telemanagement, Inc., as amended. (Filed as
          Exhibit 10.47 to Initial Form S-1 and incorporated herein by
          reference).

   10.48  Amendment to Contract Addendum A to Contract No. 2102 dated March 31,
          1993 between the Iowa Department of General Services and McLeod
          Telecommunications, Inc. (Filed as Exhibit 10.48 to Initial Form S-1
          and incorporated herein by reference).

   10.49  Construction Services Agreement dated June 30, 1995 between MFS
          Network Technologies, Inc. and MWR Telecom, Inc. (Filed as Exhibit
          10.49 to Initial Form S-1 and incorporated herein by reference).

   10.50  First Amendment to Agreement Regarding Support Agreement dated May 14,
          1996 among McLeod, Inc., IES Diversified Inc. and IES Investments Inc.
          (Filed as Exhibit 10.50 to Initial Form S-1 and incorporated herein by
          reference).

   10.51  First Amendment to Agreement Regarding Guarantee dated May 14, 1996
          among McLeod, Inc., IES Diversified Inc. and IES Investments Inc.
          (Filed as Exhibit 10.51 to Initial Form S-1 and incorporated herein by
          reference).

   10.52  Amended and Restated Directors Stock Option Plan of McLeod, Inc.
          (Filed as Exhibit 10.52 to Initial Form S-1 and incorporated herein by
          reference).

   10.53  Forms of Employment, Confidentiality and Non-Competition Agreement
          between McLeod, Inc. and certain employees of McLeod, Inc. (Filed as
          Exhibit 10.53 to Initial Form S-1 and incorporated herein by
          reference).

   10.54  Form of Change-of-Control Agreement between McLeod, Inc. and certain
          employees of McLeod, Inc. (Filed as Exhibit 10.54 to Initial Form S-1
          and incorporated herein by reference).
 
   10.55  McLeod, Inc. 1996 Employee Stock Option Plan, as amended. (Filed as
          Exhibit 10.55 to November Form S-1 and incorporated herein by
          reference).

  *10.56  McLeod, Inc. Employee Stock Purchase Plan, as amended.

   10.57  Form of Indemnity Agreement between McLeod, Inc. and certain officers
          and directors of McLeod, Inc. (Filed as Exhibit 10.57 to Initial Form
          S-1 and incorporated herein by reference).

   10.58  License Agreement dated April 24, 1996 between PageMart, Inc. and MWR
          Telecom, Inc. (Filed as Exhibit 10.58 to Initial Form S-1 and
          incorporated herein by reference).

                                       5
<PAGE>
 
  Exhibit
   Number                     Exhibit Description
  -------                     -------------------

   10.59  Assignment of Purchase Agreement dated August 15, 1996 between Ryan
          Properties, Inc. and McLeod, Inc. (Filed as Exhibit 10.59 to November
          Form S-1 and incorporated herein by reference).

   10.60  Assignment of Purchase Agreement dated August 14, 1996 between Ryan
          Properties, Inc. and McLeod, Inc. (Filed as Exhibit 10.60 to November
          Form S-1 and incorporated herein by reference).

   10.61  Asset Purchase Agreement dated September 4, 1996 between Total
          Communication Services, Inc. and McLeod Telemanagement, Inc. (Filed as
          Exhibit 10.61 to November Form S-1 and incorporated herein by
          reference).

   10.62  First Amendment to Asset Purchase Agreement dated September 30, 1996
          between Total Communication Services, Inc. and McLeod Telemanagement,
          Inc. (Filed as Exhibit 10.62 to November Form S-1 and incorporated
          herein by reference).

   10.63  McLeod, Inc. Incentive Plan. (Filed as Exhibit 10.63 to November Form
          S-1 and incorporated herein by reference).

   10.64  Amended and Restated Credit Agreement dated as of May 5, 1996 among
          Teleco*USA Publishing Group, Inc., Telecom*USA Publishing Company and
          Telecom*USA Neighborhood Directories, Inc. and Norwest Bank Iowa,
          National Association. (Filed as Exhibit 10.64 to November Form S-1 and
          incorporated herein by reference).

   10.65  First Amendment to Amended and Restated Credit Agreement dated as of
          January 31, 1996 by and between Telecom*USA Publishing Group, Inc.,
          Telecom*USA Publishing Company and Telecom*USA Neighborhood
          Directories, Inc. and Norwest Bank Iowa, National Association. (Filed
          as Exhibit 10.65 to November Form S-1 and incorporated herein by
          reference).

   10.66  Lease Agreement dated as of September 26, 1994 between Ryan
          Properties, Inc. and Ruffalo, Cody & Associates, Inc. (Filed as
          Exhibit 10.66 to November Form S-1 and incorporated herein by
          reference).

   10.67  First Lease Amendment dated as of April 12, 1995 between Ryan
          Properties, Inc. and Ruffalo, Cody & Associates, Inc. (Filed as
          Exhibit 10.67 to November Form S-1 and incorporated herein by
          reference).

   10.68  Lease Agreement dated as of July 18, 1995 between 2060 Partnership,
          L.P. and Telecom*USA Publishing Company. (Filed as Exhibit 10.68 to
          November Form S-1 and incorporated herein by reference).

   10.69  Lease Agreement dated April 26, 1995 by and between A.M. Henderson and
          Telecom*USA Publishing Company. (Filed as Exhibit 10.69 to November
          Form S-1 and incorporated herein by reference).

   10.70  License Agreement dated as of April 19, 1994, between Ameritech
          Information Industry Services and Telecom*USA Publishing Company.
          (Filed as Exhibit 10.70 to November Form S-1 and incorporated herein
          by reference).

   10.71  License Agreement dated September 13, 1993 between U S WEST
          Communications, Inc. and Telecom*USA Publishing Company. (Filed as
          Exhibit 10.71 to November Form S-1 and incorporated herein by
          reference).

   10.72  Form of McLeod, Inc. Directors Stock Option Plan Option Agreement.
          (Filed as Exhibit 10.72 to November Form S-1 and incorporated herein
          by reference).


                                       6
<PAGE>
 
  Exhibit
   Number                     Exhibit Description
  -------                     -------------------

   10.73  Forms of McLeod, Inc. 1996 Employee Stock Option Plan Incentive Stock
          Option Agreement. (Filed as Exhibit 10.73 to November Form S-1 and
          incorporated herein by reference).

   10.74  Forms of McLeod, Inc. 1996 Employee Stock Option Plan Non-Incentive
          Stock Option Agreement. (Filed as Exhibit 10.74 to November Form S-1
          and incorporated herein by reference).

   10.75  Option Agreement dated April 27, 1995 between Fronteer Directory
          Company, Inc. and Telecom*USA Publishing Company. (Filed as Exhibit
          10.75 to November Form S-1 and incorporated herein by reference).

   10.76  Promissory Note dated May 5, 1995 between Telecom*USA Publishing
          Company and Fronteer Directory Company, Inc. (Filed as Exhibit 10.76
          to November Form S-1 and incorporated herein by reference).

   10.77  Security Agreement dated May 5, 1995 between Telecom*USA Publishing
          Company and Fronteer Directory Company, Inc. (Filed as Exhibit 10.77
          to November Form S-1 and incorporated herein by reference).

   10.78  Design/Build Construction Contract dated September 17, 1996 between
          Ryan Construction Company of Minnesota, Inc. and McLeod, Inc. (Filed
          as Exhibit 10.78 to November Form S-1 and incorporated herein by
          reference).

   10.79  Guaranty Agreement dated as of October 17, 1996 by McLeod, Inc. in
          favor of Kirkwood Community College. (Filed as Exhibit 10.79 to
          November Form S-1 and incorporated herein by reference).

   10.80  Industrial New Jobs Training Agreement dated as of October 31, 1996
          between Kirkwood Community College and McLeod Telemanagement, Inc.
          (Filed as Exhibit 10.80 to November Form S-1 and incorporated herein
          by reference).

   10.81  Industrial New Jobs Training Agreement dated as of October 31, 1996
          between Kirkwood Community College and McLeod Telecommunications, Inc.
          (Filed as Exhibit 10.81 to November Form S-1 and incorporated herein
          by reference).

   10.82  Industrial New Jobs Training Agreement dated as of October 31, 1996
          between Kirkwood Community College and McLeod Network Services, Inc.
          (Filed as Exhibit 10.82 to November Form S-1 and incorporated herein
          by reference).

   10.83  Industrial New Jobs Training Agreement dated as of October 31, 1996
          between Kirkwood Community College and McLeod, Inc. (Filed as Exhibit
          10.83 to November Form S-1 and incorporated herein by reference).

   10.84  Change Order No. 1 to the Construction Services Agreement dated
          November 22, 1995 by and between MWR TeIecom, Inc. and MFS Network
          Technologies, Inc. (Filed as Exhibit 10.84 to November Form S-1 and
          incorporated herein by reference).

   10.85  Change Order No. 2 to the Construction Services Agreement dated August
          14, 1996 between MWR Telecom, Inc. and MFS Network Technologies, Inc.
          (Filed as Exhibit 10.85 to November Form S-1 and incorporated herein
          by reference).

   10.86  Change Order No. 3 to the Construction Services Agreement dated
          October 31, 1996 between MWR Telecom, Inc. and MFS Network
          Technologies, Inc. (Filed as Exhibit 10.86 to November Form S-1 and
          incorporated herein by reference).

   10.87  Independent Contractor Sales Agreement dated May, 1995 between Sprint
          Communications Company L.P. and Ruffalo, Cody & Associates, Inc.
          (Filed as Exhibit 10.87 to November Form S-1 and incorporated herein
          by reference).


                                       7
<PAGE>
 
  Exhibit
   Number                     Exhibit Description
  -------                     -------------------

   10.88  Second Amendment to Asset Purchase Agreement dated October 31, 1996
          between Total Communication Services, Inc. and McLeod Telemanagement,
          Inc. (Filed as Exhibit 10.88 to November Form S-1 and incorporated
          herein by reference)

   10.89  Escrow Agreement dated July 15, 1996 among McLeod, Inc., certain
          shareholders of Ruffalo, Cody & Associates, Inc., Albert P. Ruffalo
          and Norwest Bank N.A. (Filed as Exhibit 10.89 to November Form S-1 and
          incorporated herein by reference).

  *10.90  Sale and Purchase Agreement dated January 27, 1997 among McLeodUSA
          Publishing Company, Fronteer Financial Holdings, Ltd., Classified
          Directories, Inc., Larry A. Scott, James Greff, Randall L. Gowin and
          Edwin Dressler and certain directors, officers and shareholders of
          Fronteer Financial Holdings, Ltd.

  *10.91  Sale and Purchase Agreement dated February 27, 1997 among McLeodUSA
          Publishing Company, Indiana Directories, Inc., John Morgan, Hank
          Meijer, Jack Hendricks, Brad Nelson and Talking Directories, Inc.

  *10.92  Amendment to Sale and Purchase Agreement dated February 28, 1997
          between McLeodUSA Publishing Company and Indiana Directories, Inc.

  *10.93  Ameritech Centrex Service Confirmation of Service Orders dated 
          August 21, 1996 between McLeod Telemanagement, Inc. and Ameritech
          Information Industry Services.

 ++10.94  Amended and Restated Program Enrollment Terms dated November 1, 1996
          between WorldCom Network Services, Inc. d/b/a WilTel and McLeod
          Telemanagement, Inc.

   *11.1  Statement regarding Computation of Per Share Earnings.

   *16.1  Letter regarding Change in Certifying Accountant.

   *21.1  Subsidiaries of McLeod, Inc.

   *23.1  Consent of McGladrey & Pullen, LLP.

   *27.1  Financial Data Schedule.

    99.1  Purchase Agreement dated as of August 15, 1996 between Iowa Land and
          Building Company and Ryan Properties, Inc. (Filed as Exhibit 99.1 to
          November Form S-1 and incorporated herein by reference).

    99.2  Purchase Agreement dated as of June 28, 1996 between Donald E. Zvacek,
          Dennis E. Zvacek and Robert J. Zvacek and Ryan Properties, Inc. (Filed
          as Exhibit 99.2 to November Form S-1 and incorporated herein by
          reference).

-----------------
  *    Filed with the Form 10-K that was filed on March 31, 1997.

  +    Confidential treatment has been granted.  The copy filed as an exhibit
       omits the information subject to the confidential treatment request.

  ++   Confidential treatment has been requested with regard to certain
       provisions of this exhibit. The copy filed as an exhibit omits the
       information subject to the confidential treatment request.

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