**Exhibit 32.2**

 

**CertificationPursuant to**

**18 U.S.C. Section1350,**

**as Adopted Pursuantto**

**Section 906 of theSarbanes-Oxley Act of 2002**

 

(A)  In connection with theQuarterly Report on Form 10-Q/A of McLeodUSA Incorporated (the “Company”) forthe quarterly period ended June 30, 2003 as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, G. KennethBurckhardt, as Chief Financial Officer of the Company, hereby certify, pursuantto 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of2002, that, subject to item B below, to the best of my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in allmaterial respects, the financial condition and results of operations of theCompany.

 

(B)   The certifications set forth in item A above are being made within thecontext of, and subject to, the facts and

circumstances set forth below in this item B.

 

In connection with its reorganization, McLeodUSA completed the sale ofcertain businesses, including Pubco and ICTC. In the most recent McLeodUSA Annual Report on Form 10-K/A, based on therequirements of SFAS 144, McLeodUSA reflected these businesses and otherbusinesses that were sold as discontinued operations for the periods January 1,2002 to April 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 years ended December 31,2000 and 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 years ended December 31, 2000 and 2001.  On April 24, 2002, McLeodUSA engagedDeloitte & 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 theyears ending December 31, 2000 and 2001. Since Arthur Andersen is no longer able to perform audits of publiclytraded companies, 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 yearsending December 31, 2000 and 2001 to provide McLeodUSA with an audit opinion onsuch financial statements.

 

In light of McLeodUSA’s reorganization, sale of businesses, andimplementation of fresh-start accounting on April 16, 2002, McLeodUSA hasdetermined that the expense and effort associated with a re-audit is not in thebest interest of McLeodUSA or its stockholders.  As an alternative to a re-audit McLeodUSA included in its mostrecent Annual Report on Form 10-K/A, unaudited consolidated financialstatements, prepared in accordance with GAAP, reflecting the impact of thediscontinued operations for the years ended December 31, 2001 and 2000.

 

In orderfor 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, or 2000 and 2001, in order to utilize sucheffective registration statements, the Company does not know if Deloitte &Touche would have any differences in opinion with the prior audit(s) conductedby Arthur 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: April  30, 2004           |   |

 

This certification accompanies the Reportpursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except tothe extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by theCompany for purposes of §18 of the Securities Exchange Act of 1934, asamended.  A signed original of thiswritten statement required by Section 906 has been provided to the Company and willbe retained by the Company and furnished to the Securities and ExchangeCommission or its staff upon request.

 

----