**Exhibit 31.2**

 

**CertificationPursuant to**

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

 

I, G. Kenneth Burckhardt,certify that:

 

1.   Ihave reviewed this quarterly report on Form 10-Q of McLeodUSA Incorporated;

 

2.   Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.   Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.   Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 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 on an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.   Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent 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.                                       The certifications set forth herein are beingmade within the context of, and subject to, the facts and circumstances setforth 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 asdiscontinued operations.  McLeodUSA’sformer auditors, 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 with RegulationS-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.

 

 
|   | August 14,  2003 |   | /s/ G.  Kenneth Burckhardt |   |
|--------|------------------|--------|----------------------------|--------|
|   |             |   | G. Kenneth  Burckhardt     |   |
|   |             |   | Chief  Financial Officer   |   |

 

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