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                                                                  EXHIBIT 4.1
                                                                  -----------
                              AMENDMENT NO. 1 TO
                            STOCKHOLDERS' AGREEMENT

          This Amendment No. 1 to Stockholders' Agreement ("Amendment") is 
entered into as of September 19, 1997 by and among McLeodUSA Incorporated, a
Delaware corporation (the "Company"); IES Investments Inc., an Iowa corporation
("IES"); Midwest Capital Group, Inc. ("MCG"); MWR Investments Inc. ("MWR");
Clark E. McLeod ("McLeod"); Mary E. McLeod (collectively with McLeod, the
"McLeods"); and Richard A. Lumpkin ("Lumpkin") on his own behalf and on behalf  
of each of the shareholders of Consolidated Communications Inc. ("CCI") listed
in Schedule I to the Stockholders' Agreement (as defined below) (the "Original
   ----------
CCI Shareholders"). IES, MCG, MWR, the McLeods and the Original CCI Shareholders
are referred to herein collectively as the "Original Parties."

          WHEREAS, the Original Parties are parties to a certain Stockholders' 
Agreement, dated as of June 14, 1997, by and among the Original Parties (the 
"Stockholders' Agreement");

          WHEREAS, Section 5.2 of the Stockholders' Agreement provides that no
amendment of the Stockholders' Agreement shall be valid or binding unless set 
forth in writing and duly executed by the party against whom enforcement of the 
amendment is sought;

          WHEREAS, the Original Parties desire to join certain additional CCI 
Shareholders (the "New Parties") as parties to the Stockholders' Agreement; and 

          WHEREAS, the New Parties desire to be joined as parties to, and CCI 
Shareholders under, the Stockholders' Agreement, and have granted Lumpkin a 
power of attorney to sign the Stockholders' Agreement on their behalf;

          NOW THEREFORE, for and in consideration of the foregoing and of the 
mutual covenants and agreements contained herein and in the Stockholders' 
Agreement, as amended hereby, the parties hereto agree as follows:

          1.   Schedule I to the Stockholders' Agreement is hereby replaced in 
               ----------
its entirety by Revised Schedule I attached hereto.
                ------------------

          2.   The New Parties hereby agree to be bound by the terms of the 
Stockholders' Agreement, as amended by this Amendment. Except as expressly 
amended by this Amendment, all terms of the Stockholders' Agreement shall remain
in full force and effect.

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          3.   All capitalized terms used but not defined in this Amendment 
shall have the meaning given to them in the Stockholders' Agreement.

          4.   This Amendment may be signed in any number of counterparts, each 
of which shall constitute an original and all of which together shall constitute
one and the same instrument.

          IN WITNESS WHEREOF, the undersigned have duly executed this Amendment,
or have caused this Amendment to be duly executed on their behalf, as of the day
and year first hereinabove set forth.


     MCLEODUSA INCORPORATED                       MWR INVESTMENTS INC.     
                                                                           
                                                                           
     By:/s/ Clark E. McLeod                       By:/s/ P.J. Leighton     
        ----------------------                       ----------------------
        Name: Clark E. McLeod                        Name: P.J. Leighton   
        Title: Chairman and Chief                    Title: Secretary      
               Executive Officer                                           
                                                                           
     IES INVESTMENTS INC.                         MIDWEST CAPITAL          
                                                  GROUP, INC.              
                                                                           
     By:/s/ Lee Liu                               By:/s/ P.J. Leighton     
        ----------------------                       ----------------------
        Name: Lee Liu                                Name: P.J. Leighton   
        Title: Chairman and CEO                      Title: Secretary      
                                                                           
     /s/ Clark E. McLeod                          /s/ Mary E. McLeod       
     -------------------------                    -------------------------
     Clark E. McLeod                              Mary E. McLeod           
                                                                           
     /s/ Richard A. Lumpkin                       Richard A. Lumpkin       
     -------------------------                                             
     Richard A. Lumpkin                             by and on behalf of    
                                                    each of the CCI        
                                                    Shareholders named on  
                                                    Revised Schedule I     
                                                    ------------------     
                                                    attached hereto        
                                                                           
                                                  /s/ Richard A. Lumpkin   
                                                  ----------------------   

                                       2
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                                    REVISED
                                  SCHEDULE 1
                                  ----------

Margaret Lumpkin Keon, as Trustee under the Margaret Lumpkin Keon Trust dated 
May 13, 1978

Richard Anthony Lumpkin, as Trustee under the Richard Anthony Trust Agreement
dated May 13, 1978

Richard Anthony Lumpkin and Harris Trust and Savings Bank as Trustees under the 
Richard Adamson Lumpkin Trust February 6, 1970 and the Supplemental Trust 
Agreement dated November 6, 1976

The Lumpkin Foundation

Richard Anthony Lumpkin, as Trustee under twelve trusts created under the
Richard Adamson Lumpkin Grandchildren's Trust dated September 5, 1980, one for
the benefit of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne
Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert,
Benjamin Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks,
Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks

Margaret L. Keon, as Trustee under the Margaret L. Keon 1990 Dynasty Trust

Richard Anthony Lumpkin, as Trustee under the twelve trusts created under the
Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989, one for the
benefit of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne
Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert,
Benjamin Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks,
Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks

David R. Hodgman and Robert J. Currey, under the twelve 1990 Personal Income
Trusts established by Margaret L. Keon, Mary Lee Sparks, and Richard Anthony
Lumpkin, each dated April 20, 1990, one for the benefit of each of Joseph John
Keon III, Katherine Stoddert Keon, Lisa Ann Keon, Margaret Lynley Keon, Pamela
Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin, Elizabeth
Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks, Christina Louise
Sparks, and John Woodruff Sparks

Richard Anthony Lumpkin, as Trustee under the Richard Anthony Lumpkin Trust 1990
Dynasty Trust

Mary Lee Sparks, individually

Richard Anthony Lumpkin, as Trustee under the Mary Lee Sparks 1990 Dynasty Trust
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Richard Anthony Lumpkin and Christina Louise Sparks, as Trustees under the Mary
Lee Sparks Trust dated May 13, 1978

Benjamin Inverson Lumpkin and Elizabeth Arabella Lumpkin, as Trustees under the 
Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust

Pamela K. Vitale and Joseph John Keon III, as Trustees under the Margaret L. 
Keon 1993 Grantor Retained Annuity Trust

Anne Romayne Sparks, Barbara Lee Sparks, Christina Louise Sparks and John 
Woodruff Sparks, as Trustees under the Mary Lee Sparks 1993 Grantor Retained 
Annuity Trust

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