**Exhibit 32.1**

 

**Certification Pursuant to****18 U.S.C.Section 1350,as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002**

 

(A)                                     In connection withthe Quarterly Report on Form 10-Q of McLeodUSA Incorporated (the “Company”) forthe quarterly period ended June 30, 2004 as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Chris A. Davis, asChief Executive Officer of the Company, hereby certify, pursuant to 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 therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934; and

 

(2) The information contained in the Reportfairly presents, in all material respects, the financial condition and resultsof operations of the Company.

 

(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 of certain businesses, including Pubco andICTC.  In the most recent McLeodUSAAnnual Report on Form 10-K, 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 andApril 17, 2002 to December 31, 2002. In accordance with accounting principles generally accepted in theUnited States of America (“GAAP”), McLeodUSA was required to present itsfinancial statements for the year ended December 31, 2001, reflectingthese businesses as discontinued operations. McLeodUSA’s former auditors, Arthur Andersen LLP (“Arthur Andersen”),audited McLeodUSA’s financial statements and issued an audit opinion for theyear ended December 31, 2001.  OnApril 24, 2002, McLeodUSA engaged Deloitte & Touche LLP (“Deloitte& Touche”) to serve as its independent accountants for fiscal year2002.  In order for McLeodUSA to complywith GAAP requirements related to the financial presentation for discontinuedoperations in accordance with Regulation S-X, McLeodUSA would be required toobtain a new audit opinion with respect to the year ended December 31,2001.  Since Arthur Andersen is no longerable to perform audits of publicly traded companies, Deloitte & Touche hasinformed McLeodUSA, consistent with Interpretations of SAS No. 58 (AUSection 508), that Deloitte & Touche would be required to re-auditMcLeodUSA’s financial statements for the year ended December 31, 2001 toprovide McLeodUSA with an audit opinion on such 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 are-audit is 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, unaudited consolidatedfinancial statements, prepared in accordance with GAAP, reflecting the impactof the discontinued operations for the year ended December 31, 2001.  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, in order to utilize such effective registration statements,the Company does not know if Deloitte & Touche would have any differencesin opinion with the prior audit(s) conducted by Arthur Andersen.  At this time the Company is aware of nomaterial differences of opinion.

 

 
| /s/ Chris A. Davis             |   |
|--------------------------------|--------|
| Name: Chris A. Davis           |
| Title: Chief Executive Officer |
| Date: August 9, 2004      |

 

This certification accompanies the Report pursuant to § 906 of theSarbanes-Oxley Act of 2002 and shall not, except to the extent required by theSarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18of the Securities Exchange Act of 1934, as amended.  A signed original of this written statementrequired by Section 906 has been provided to the Company and will beretained by the Company and furnished to the Securities and Exchange Commissionor its staff upon request.

 

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