**Exhibit 32.2**

 

**Certification Pursuant to**

**18 U.S.C.Section 1350,**

**asAdopted Pursuant to**

**Section906 of the Sarbanes-Oxley Act of 2002**

 

(A)           In connection with the QuarterlyReport on Form 10-Q of McLeodUSA Incorporated (the “Company”) for the quarterlyperiod ended September 30, 2004 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, G. Kenneth Burckhardt, asChief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that,subject to item B below, to the best of my knowledge:

 

(1) The Report fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairlypresents, in all material respects, the financial condition and results ofoperations of the Company.

 

(B)            Thecertifications set forth in item A above are being made within the context of,and subject to, the facts and circumstances set 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 to April16, 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 ended December 31,2001, reflecting these businesses as discontinued operations.  McLeodUSA’s former auditors, Arthur AndersenLLP (“Arthur Andersen”), audited McLeodUSA’s financial statements and issued anaudit opinion for the year ended December 31, 2001.  On April 24, 2002, McLeodUSA engaged Deloitte& Touche LLP (“Deloitte & Touche”) to serve as its independentaccountants for fiscal year 2002.  Inorder for McLeodUSA to comply with GAAP requirements related to the financialpresentation for discontinued operations in accordance with Regulation S-X,McLeodUSA would be required to obtain a new audit opinion with respect to theyear ended December 31, 2001.  SinceArthur Andersen is no longer able to perform audits of publicly tradedcompanies, Deloitte & Touche has informed McLeodUSA, consistent withInterpretations of SAS No. 58 (AU Section 508), that Deloitte & Touchewould be required to re-audit McLeodUSA’s financial statements for the yearended December 31, 2001 to provide McLeodUSA with an audit opinion on suchfinancial statements.

 

Inlight of McLeodUSA’s reorganization, sale of businesses, and implementation offresh-start accounting on April 16, 2002, McLeodUSA has determined that theexpense and effort associated with a re-audit is not in the best interest ofMcLeodUSA 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.  Inorder for the Company to sell securities with a registration statement declaredeffective by the SEC, such registration statement must contain three years ofaudited financials.  Should the Companyelect to conduct a re-audit of 2001, in order to utilize such effectiveregistration statements, the Company does not know if Deloitte & Touchewould have any differences in opinion with the prior audit(s) conducted byArthur Andersen.  At this time theCompany is aware of no material differences of opinion.

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

 

This certificationaccompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 andshall not, except to the extent required by the Sarbanes-Oxley Act of 2002, bedeemed filed by the Company for purposes of §18 of the Securities Exchange Actof 1934, as amended.  A signed originalof this written statement required by Section 906 has been provided to theCompany and will be retained by the Company and furnished to the Securities andExchange Commission or its staff upon request.

 

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