**Exhibit32.2**

 

**CertificationPursuant to****18 U.S.C.Section 1350,as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002**

 

(A)                                    Inconnection with the Quarterly Report on Form 10-Q of McLeodUSA Incorporated(the “Company”) for the quarterly period ended June 30, 2004 as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I, G.Kenneth Burckhardt, as Chief Financial Officer of the Company, hereby certify,pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of theSarbanes-Oxley Act of 2002, that, subject to item B below, to the best of myknowledge:

 

(1) The Report fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934; and

 

(2)The information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operations of the Company.

 

(B)                                      The certifications set forth in item A above arebeing made within the context of, and subject to, the facts and circumstancesset forth below in this item B.

 

Inconnection with its reorganization, McLeodUSA completed the sale of certainbusinesses, including Pubco and ICTC.  Inthe most recent McLeodUSA Annual Report on Form 10-K, based on the requirementsof SFAS 144, McLeodUSA reflected these businesses and other businesses thatwere sold as discontinued operations for the periods January 1, 2002 toApril 16, 2002 and April 17, 2002 to December 31, 2002.  In accordance with accounting principlesgenerally accepted in the United States of America (“GAAP”), McLeodUSA wasrequired to present its financial statements for the year endedDecember 31, 2001, reflecting these businesses as discontinuedoperations.  McLeodUSA’s former auditors,Arthur Andersen LLP (“Arthur Andersen”), audited McLeodUSA’s financialstatements and issued an audit opinion for the year ended December 31,2001.  On April 24, 2002, McLeodUSAengaged Deloitte & Touche LLP (“Deloitte & Touche”) to serve as itsindependent accountants for fiscal year 2002. In order for McLeodUSA to comply with GAAP requirements related to thefinancial presentation for discontinued operations in accordance withRegulation S-X, McLeodUSA would be required to obtain a new audit opinion withrespect to the year ended December 31, 2001.  Since Arthur Andersen is no longer able toperform audits of publicly traded companies, Deloitte & Touche has informedMcLeodUSA, consistent with Interpretations of SAS No. 58 (AU Section 508),that Deloitte & Touche would be required to re-audit McLeodUSA’s financialstatements for the year ended December 31, 2001 to provide McLeodUSA withan audit opinion on such financial statements.

 

Inlight of McLeodUSA’s reorganization, sale of businesses, and implementation offresh-start accounting on April 16, 2002, McLeodUSA has determined thatthe expense and effort associated with a re-audit is not in the best interestof McLeodUSA or its stockholders.  As analternative to a re-audit McLeodUSA included in its most recent Annual Reporton Form 10-K, unaudited consolidated financial statements, prepared inaccordance with GAAP, reflecting the impact of the discontinued operations forthe year ended December 31, 2001. In order for the Company to sell securities with a registrationstatement declared effective by the SEC, such registration statement mustcontain three years of audited financials. Should the Company elect to conduct a re-audit of 2001, in order toutilize such effective registration statements, the Company does not know ifDeloitte & Touche would have any differences in opinion with the prioraudit(s) conducted by Arthur Andersen. At this time the Company is aware of no material differences of opinion.

 

 
| /s/ G. Kenneth  Burckhardt      |   |
|---------------------------------|--------|
| Name: G. Kenneth  Burckhardt    |
| Title: Chief Financial  Officer |
| Date: August 9,  2004      |

 

This certificationaccompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002,be deemed filed by the Company for purposes of §18 of the Securities ExchangeAct of 1934, as amended.  A signedoriginal of this written statement required by Section 906 has beenprovided to the Company and will be retained by the Company and furnished tothe Securities and Exchange Commission or its staff upon request.

 

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