** Exhibit 32.2**

 

**Certification Pursuant to18 U.S.C. Section 1350,as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Actof 2002**

 

(A)                                 Inconnection with the Quarterly Report on Form 10-Q of McLeodUSA Incorporated(the “Company”) for the quarterly period ended March 31, 2004 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, G.Kenneth Burckhardt, as Chief Financial Officer of the Company, hereby certify,pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of theSarbanes-Oxley Act of 2002, that, subject to item B below, to the best of myknowledge:

 

(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 arebeing made within the context of, and subject to, the facts and circumstancesset 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, 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 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 independent accountants for fiscalyear 2002.  In order for McLeodUSA tocomply with GAAP requirements related to the financial presentation fordiscontinued operations in accordance with Regulation S-X, McLeodUSA would berequired to obtain a new audit opinion with respect to the year ended December31, 2001.  Since Arthur Andersen is nolonger able to perform audits of publicly traded companies, Deloitte &Touche has informed McLeodUSA, consistent with Interpretations of SAS No. 58(AU Section 508), that Deloitte & Touche would be required to re-audit McLeodUSA’sfinancial statements for the year ended December 31, 2001 to provide McLeodUSAwith an audit opinion on such financial statements.

 

In lightof 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: May 10,  2004                    |

 

This certification accompaniesthe Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not,except to the extent required by the Sarbanes-Oxley Act of 2002, be deemedfiled by the Company for purposes of §18 of the Securities Exchange Act of1934, as amended.  A signed original ofthis written statement required by Section 906 has been provided to the Companyand will be retained by the Company and furnished to the Securities andExchange Commission or its staff upon request.

 

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