Exhibit 10.1

                                AMENDMENT NO. 1
                         TO THIRD AMENDED AND RESTATED
                     NOVEMBER 1998 STOCKHOLDERS' AGREEMENT

                AMENDMENT NO. 1 (this "AMENDMENT") dated as of July 7, 2000
by and among the parties set forth on the signature pages of this Amendment.

                Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment, terms defined in the Third Amended and Restated November 1998
Stockholders' Agreement dated as of March 10, 2000 (as from time to time
amended, the "AGREEMENT") are used herein as defined therein.

                Section 2. AMENDMENTS. The Company has requested the
Principal Stockholders to amend the Agreement in certain respects, and the
Principal Stockholders are willing to so amend the Agreement, all on the
terms and conditions set forth herein. Accordingly, the parties hereto hereby
agree that effective as of the date hereof, the Agreement shall be amended as
follows:

           A. BOARD OF DIRECTORS SIZE. The reference to "thirteen (13)"
      relating to the authorized size of the Board of Directors in Section
      1.1(a) is deleted and replaced with a reference to "fourteen (14)".

           B. NON-EMPLOYEE DIRECTORS. The reference to "eight (8)" relating to
      the number of non-employee directors in Section 1.1(f) is deleted and
      replaced with a reference to "nine (9)".

           C. GENERAL. Any references to the Agreement after the date first
      set forth above (including but not limited to references in the
      Agreement to "this Agreement" (including indirect references such as
      "hereunder", "hereby", "herein" and "hereof")) shall be deemed to be
      references to the Agreement as amended hereby. For purposes of Section
      5.1 of the Agreement, "the date of this Agreement" shall continue to be
      March 10, 2000.

                Section 3. MISCELLANEOUS. Except as herein provided, the
Agreement shall remain unchanged and continue in full force and effect.  This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be governed by, and construed in accordance with, the law of
the State of Delaware (excluding the choice-of-law rules thereof). The
headings of the sections and subsections of this Amendment have been inserted
for  convenience only and shall not be deemed to be a part of this Amendment.

               IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first above
written.

McLEODUSA INCORPORATED


By: /s/ J. Lyle Patrick
    ---------------------------------
    Name:  J. Lyle Patrick
    Title:  Group Vice President/CFO



/s/ Clark E. McLeod                             /s/  Mary E. McLeod
-----------------------                        ----------------------------
Clark E. McLeod                                 Mary E. McLeod

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ALLIANT ENERGY CORPORATION

By: /s/ James E. Hoffman
    -----------------------------
    Name:  James E. Hoffman
    Title:



ALLIANT ENERGY FOUNDATION, INC.

By: /s/ Edward M. Gleason
    ------------------------------
    Name:  Edward M. Gleason
    Title: Treasurer



ALLIANT ENERGY INVESTMENTS, INC.

By: /s/ James E. Hoffman
    ------------------------------
    Name:  James E. Hoffman
    Title: President, Alliant Energy Resources



HEARTLAND PROPERTIES, INC.

By: /s/ Henry Wertheimer
    -----------------------------
    Name:  Henry Wertheimer
    Title:  Vice President/Treasurer



LNT COMMUNICATIONS LLC
By:   Alliant Energy Resources, Inc., its sole member

By: /s/ James E. Hoffman
    ------------------------------
    Name:  James E. Hoffman
    Title:  President


                                         Gail G. Lumpkin Trust Dated 12/14/85


/s/ Richard A. Lumpkin                           BY: /s/ Richard A. Lumpkin
--------------------------                       ---------------------------
Richard A. Lumpkin                               Richard A. Lumpkin, Trustee


The two trusts created under the Mary Green Lumpkin Gallo Trust Agreement
dated December 29, 1989, one for the benefit of each of:
        Benjamin Iverson Lumpkin
        Elizabeth Arabella Lumpkin

United States Trust Company of New York, Trustee
<PAGE>

By: /s/ Loraine B. Tsavaris
   -------------------------------
    Name:  Loraine B. Tsavaris
    Title: Managing Director


The two trusts created under the Richard Adamson Lumpkin Grandchildren's
Trust dated September 5, 1980, one for the benefit of each of:
        Benjamin Iverson Lumpkin
        Elizabeth Arabella Lumpkin


United States Trust Company of New York, Trustee

By: /s/ Loraine B. Tsavaris
   -------------------------------
    Name:  Loraine B. Tsavaris
    Title: Managing Director


The trust established by Richard Adamson Lumpkin under the Trust Agreement
dated February 6, 1970, for the benefit of Richard Anthony Lumpkin

United States Trust Company of New York, Trustee

By: /s/ Loraine B. Tsavaris
   -----------------------------
    Name:  Loraine B. Tsavaris
    Title: Managing Director


The two 1990 Personal Income Trusts established by Richard A. Lumpkin, dated
April 20, 1990, one for the benefit of each of:
        Benjamin Iverson Lumpkin
        Elizabeth Arabella Lumpkin

By:  /s/ David R. Hodgman
---------------------------------
David R. Hodgman, Trustee

By:  /s/ Steven L. Grissom
--------------------------------
Steven L. Grissom, Trustee