**Exhibit 31.1**

 

**Certification Pursuant to**

**Section 302 of theSarbanes-Oxley Act of 2002**

 

I, Chris A. Davis, certifythat:

 

1.    I have reviewed thisquarterly report on Form 10-Q of McLeodUSA Incorporated;

 

2.    Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.    Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presentedin this report;

 

4.    The registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and have:

 

a)                                      designedsuch disclosure 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 consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)                                     evaluatedthe effectiveness 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)                                      disclosedin this report any change in the registrant’s internal control over financialreporting that 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 othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of registrant’s board of directors (or persons performing theequivalent functions):

 

a)                                      allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)                                     anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 

6.    Thecertifications set forth herein are being made within the context of, andsubject to, the facts and circumstances set forth below in this item 6.

 

In connection with its reorganization,McLeodUSA completed the sale of certain businesses, including Pubco andICTC.  In the most recent McLeodUSAAnnual Report on Form 10-K/A, based on the requirements of SFAS 144, McLeodUSAreflected these businesses and other businesses that were sold as discontinuedoperations for the periods January 1, 2002 to April 16, 2002 and April 17, 2002to December 31, 2002.  In accordancewith accounting principles generally accepted in the United States of America(“GAAP”), McLeodUSA is required to present its financial statements for theyears ended December 31, 2000 and 2001, reflecting these businesses as discontinuedoperations.  McLeodUSA’s formerauditors, Arthur Andersen LLP (“Arthur Andersen”), audited McLeodUSA’sfinancial statements and issued an audit opinion for the years ended December31, 2000 and 2001.  On April 24, 2002,McLeodUSA engaged Deloitte & Touche LLP (“Deloitte & Touche”) to serveas its independent accountants for fiscal year 2002.  In order for McLeodUSA to comply with GAAP requirements relatedto the financial presentation for discontinued operations in accordance withRegulation S-X, McLeodUSA

 

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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, saleof businesses, and implementation of fresh-start accounting on April 16, 2002,McLeodUSA has determined that the expense and effort associated with a re-auditis not in the best interest of McLeodUSA or its stockholders.  As an alternative to a re-audit McLeodUSAincluded in its most recent Annual Report on Form 10-K/A, unauditedconsolidated financial statements, prepared in accordance with GAAP, reflectingthe impact of the discontinued operations for the years ended December 31, 2001and 2000.

 

In order for the Company to sell securitieswith a registration statement declared effective by the SEC, such registrationstatement must contain three years of audited financials.  Should the Company elect to conduct are-audit of 2001, or 2000 and 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.

 

 
| November 14, 2003 |                                  | /s/ Chris A.  Davis |   |
|-------------------|---------------------------------------|---------------------|--------|
|              | Chris A.  Davis                       |
|              | Chairman and  Chief Executive Officer |

 

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