**Exhibit 31.2**

 

**Certification Pursuant to Section 302 of theSarbanes-Oxley Act of 2002**

 

I, G. Kenneth Burckhardt, certify that:

 

1.   I have reviewed this quarterly report on Form10-Q/A of McLeodUSA Incorporated;

 

2.   Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.   Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.   The registrant’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

a)                                      Designed suchdisclosure controls and procedures or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b)                                     Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and 

 

c)                                      Disclosed in thisreport any change in the registrant's internal control over financial reportingthat occurred during the registrant's most recent fiscal quarter (theregistrant's fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and

 

5.   The registrant’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunction):

 

a)                                      All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)                                     Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
|   | April 30,  2004           |   | /s/ G. Kenneth Burckhardt |   |
|--------|---------------------------|--------|---------------------------|--------|
|   | G. Kenneth Burckhardt     |   |
|   | *Chief Financial Officer* |   |
|   |                      |

 

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