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                                                                    EXHIBIT 4.47

                        FORM OF SERIES D PREFERRED STOCK

                                FACE OF SECURITY

Series D Preferred Stock                                Series D Preferred Stock

Number                                                  Shares

                         [McLeodUSA Incorporated logo]

Incorporated under the laws of                          See Reverse for Certain
the State of Delaware                                   Definitions and
                                                        Restrictions

                                                        CUSIP 582266 50 8

                                    SERIES D
                          CONVERTIBLE PREFERRED STOCK
                          (PAR VALUE $0.01 PER SHARE)
                  (LIQUIDATION PREFERENCE $2,500.00 PER SHARE)

This certifies that


Is the registered owner of

             FULLY PAID AND NON-ASSESSABLE PREFERRED SECURITIES OF
                             McLeodUSA Incorporated
designated the Series D Convertible Preferred Stock (par value $0.01 per share)
(liquidation preference $2,500.00 per share) (the "Series D Preferred Stock").
The shares of Series D Preferred Stock are transferable on the books and records
of the Registrar, in person or by a duly authorized attorney, upon surrender of
this certificate duly endorsed and in proper form for transfer. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Series D Preferred Stock represented hereby are issued and
shall in all respects be subject to the provisions of the Certificate of
Designation of the Powers, Preferences and Relative, Participating, Optional and
other Special Rights of Series D Convertible Preferred Stock and Qualifications,
Limitations and Restrictions thereof dated September 30, 2001, as the same may
be amended from time to time (the "Certificate of Designation").  Capitalized
terms used herein but not defined shall have the meaning given them in the
Certificate of Designation.  The Company will provide a copy of the Certificate
of Designation to a Holder without charge upon written request to the Company at
its principal place of business.
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Reference is hereby made to select provisions of the Series D Preferred Stock
set forth on the reverse hereof, and to the Certificate of Designation, which
select provisions and the Certificate of Designation shall for all purposes have
the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of
Designation and is entitled to the benefits thereunder.

This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.

WITNESS the facsimile signatures of the duly authorized officers of the Company.

Dated:

McLeodUSA Incorporated

/s/ Randall Rings, Secretary

/s/ Clark E. McLeod, Chairman
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                              REVERSE OF SECURITY

                             McLeodUSA Incorporated

          The shares of Series D Preferred Stock evidenced by this certificate
shall be redeemable as provided in the Certificate of Designation and the
Company's Amended and Restated Certificate of Incorporation. The shares of
Series D Preferred Stock evidenced by this certificate shall be convertible into
the Company's Class A Common Stock in the manner and according to the terms set
forth in the Certificate of Designation.

          The company is authorized to issue more than one class or series of
stock.  As required under Delaware law, the Company shall furnish to any Holder
upon request and without charge, a full summary statement of the designations,
voting rights, preferences, limitations and special rights of the shares of each
class or series authorized to be issued by the Company so far as they have been
fixed and determined and the authority of the Board of Directors to fix and
determine the designations, voting rights, preferences, limitations and special
rights of the classes and series of securities of the Company.

          The shares of Series D Preferred Stock represented by this certificate
have not been registered under the Securities Act of 1933, as amended (the "1933
Act"), or under any applicable state laws. The shares of Series D Preferred
Stock represented by this certificate have been acquired by the registered owner
hereof for investment and not with a view to or for sale in connection with any
distribution thereof within the meaning of the 1933 Act.  The shares may not be
sold, pledged, transferred or assigned except in a transaction which is exempt
under the provisions of the 1933 Act or any applicable state securities laws, or
pursuant to an effective registration statement or in a transaction otherwise in
compliance with applicable federal and state securities laws.

          The sale, pledge, transfer, assignment or other disposition of the
shares of Series D Preferred Stock represented by this certificate is restricted
by and subject to the provisions of a Stock Purchase Agreement dated as of
September 30, 2001, a copy of which is available upon request for inspection at
the offices of the Company.  Any such request should be addressed to the
Secretary of the Company.

          The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as through they were written out in full
according to applicable laws or regulations:

          TEN COM --   as tenants in common
          TEN ENT --   as tenants by the entireties
          JT TEN --    as joint tenants withright
                       of survivorship and not as
                       tenants in common
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          UNIF GIFT MIN ACT --                   Custodian
                              -------------------         ----------------------
                                    (Cust)                        (Minor)
               under Uniform Gift to Minors
               Act
                  -------------------------
                          (State)

FOR VALUE RECEIVED,                               , hereby sells, assigns and
                   ------------------------------
transfers unto

Please insert social security or other
Identifying number of assignee

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 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


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                                                                Shares
----------------------------------------------------------------
of the Series D Preferred Stock represented by this Certificate, does hereby
irrevocably constitute and appoint
                                  ----------------------------------------------
                                                                 agent to
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transfer the said Series D Preferred Stock on the books of the Corporation with
full power of substitution in the premises.

Dated
     ----------------------------

                                      X
                                        --------------------------------

                                      X
                                        --------------------------------
                                      NOTICE: THE SIGNATURE(S) TO THIS
                                      ASSIGNMENT MUST CORRESPOND WITH THE
                                      NAME(S) AS WRITTEN UPON THE FACE OF THIS
                                      CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                                      ALTERATION OR ENLARGEMENT OR ANY CHANGE
                                      WHATEVER.

SIGNATURE(S) GUARANTEED:

By
  -----------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.)