SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-I/A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

US LEC CORP.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Class A Common Stock, Par Value $0.01 Per Share

Having an Exercise Price Per Share of $4.00 or More

(Title of Class of Securities)

90331S 109

(CUSIP Number of Class of Securities)

(Underlying Class A Common Stock)

Aaron D. Cowell, Jr.

President and Chief Executive Officer

US LEC Corp.

Morrocroft III

6801 Morrison Boulevard

Charlotte, North Carolina 28211

(704) 319-1000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing person)

Copy to:

Barney Stewart III

Thomas H. O’Donnell, Jr.

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202-4003

(704) 331-1000

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $400	Filing party: US LEC Corp.
Form or Registration No.: 5-54177	Schedule TO Date filed: December 20, 2002

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨  third party tender offer subject to Rule 14d-l.

x  issuer tender offer subject to Rule l3e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule l3D under Rule l3d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

This Amendment to Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission on December 20, 2002 (the “Schedule TO”) relating to US LEC Corp.’s offer to exchange certain outstanding stock options for new stock options.

Item 2(a) of the Schedule TO is amended and supplemented to delete the last sentence in the paragraph and to add the following sentence to the end of the paragraph: The information set forth in the Offer to Exchange under the heading Section 15 (“Information Concerning US LEC Corp.”) and the information set forth in the Supplement to Offer to Exchange Certain Outstanding Options for New Options, a copy of which is attached hereto as Exhibit (a)(10) (the “Supplement”), is incorporated herein by reference.

Item 2(b) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 4(a) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 4(b) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 5(e) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 6(b) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 7(b) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 8(a) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

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Item 8(b) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 10(a) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 11(a) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement is incorporated herein by reference.

Item 12 of the Schedule TO is amended to refer to revised Exhibit (a)(3) and to new Exhibits (a)(10) and (a)(11), each of which are filed with this Amendment to Schedule TO.

Item 12.     Exhibits

(a)(3)         Form of Notice of Withdrawal

    (10)       Supplement to Offer to Exchange, dated January 10, 2003.

    (11)       Email to Offerees from Option Exchange Offer Administrator dated January 10, 2003

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule TO is true, complete and correct.

                                                                                                                                   US LEC CORP.

              /s/ Michael K. Robinson

Michael K. Robinson

Executive Vice President and Chief Financial Officer

Date: January 10, 2003

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INDEX TO EXHIBITS

Exhibit Number	Description
(a)(3)	Form of Notice of Withdrawal
(a)(10)	Supplement to Offer to Exchange, dated January 10, 2003.
(a)(11)	Email to Offerees from Option Exchange Offer Administrator dated January 10, 2003.

EX-99.A.3

Exhibit (a)(3)

REVISED

US LEC Corp.

Notice of Withdrawal

Pursuant To The Offer To Exchange Dated December 20, 2002

To Tender Options To Purchase Shares

Of Class A Common Stock

Having An Exercise Price Share

Of $4.00 or More

For New Options

With An Exercise Price To Be Determined

The Offer And Withdrawal Rights Expire At

5:00 P.M., North Carolina Time, On January 24, 2003,

Unless The Offer Is Extended

To: US LEC Corp.

        Morrocroft III

        6801 Morrison Boulevard

        Charlotte, North Carolina 28211

        Attention: Option Exchange Offer Administrator

        Telephone: (704) 319-1000

        Facsimile: (704) 602-1155

Delivery of this notice of withdrawal to an address

other than as set forth above or transmission via

facsimile to a number other than as set forth

above or transmission via e-mail will

not constitute a valid delivery.

To: US LEC Corp.

I previously received the Offer to Exchange dated December 20, 2002 (the “Offer to Exchange”) and the Letter of Transmittal (the “Letter” which, together with the cover letter and Offer to Exchange, as they may be amended from time to time, constitutes the “Offer”). I signed and returned the Letter, in which I elected to accept US LEC Corp.’s (the “Company”) offer to exchange some or all of my options to purchase the Company’s Class A common stock.

I now wish to change that election and withdraw my participation in the option exchange and reject the Company’s offer to exchange my options. I acknowledge that by signing this Notice of Withdrawal and delivering it to the Company (i) this notice of withdrawal may not be rescinded, (ii) this notice of withdrawal applies to all of the options I previously tendered when I delivered my signed Letter, (iii) I have received the Offer and (iv) I will not receive new options in exchange for my eligible options. I further acknowledge that I am rejecting the Offer and will not be able to participate in the Offer unless I complete, sign and deliver to the Company, a new Letter.

I hereby represent and warrant that I have full power and authority to withdraw my previously tendered options. Upon request, I will execute and deliver any additional documents deemed by the Company to be necessary or desirable to confirm my withdrawal from and rejection of the Offer.

The name of the registered holder of the previously tendered options appears below exactly as it appears in the option agreement or agreements representing the tendered options.

SIGNATURE OF OWNER

X

(Signature of Holder or Authorized Signatory—See Instructions 1 and 3)

Date:                                , 200    

Print Name:

Address:

Telephone No. (with area code):

Tax ID/Social Security No.:

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INSTRUCTIONS

If you have previously elected to accept US LEC Corp.’s offer to exchange by submitting a signed Letter of Transmittal and you would like to withdraw your acceptance entirely or change your election with respect to some or all of your eligible options, you must:

1. Complete this form, sign it and send it to US LEC Corp. by hand delivery, mail or overnight courier to the address listed above and via facsimile to (704) 602-1155, Attention: Option Exchange Offer Administrator. Delivering this notice of withdrawal will effect all of the options you previously tendered. If you wish to retender all or some of your options you must submit a new completed, signed Letter in accordance with the instructions in the Letter.

2. Ensure that you receive confirmation of receipt from US LEC Corp.

The method of delivery of all required documents is at your election, cost and risk, and the delivery will be deemed made only when actually received by the Company. If delivery is by facsimile, you must send the originals by mail, courier or hand delivery. If you send any required documents by mail, the Company recommends that you send them by registered or certified mail with return receipt requested. E-mail delivery will not be accepted. In all cases, you should allow sufficient time to ensure timely delivery. Retain a copy of this notice of withdrawal and any required documents for your own records.

All questions as to the validity, form, eligibility (including time of receipt) of this notice of withdrawal will be determined by the Company in its discretion, which determinations shall be final and binding on all parties. The Company reserves the right to reject any or all tenders of options or withdrawals of options the Company determines not to be in proper form or the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the withdrawal of any particular options, and the Company’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No withdrawal of options will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects and irregularities in connection with withdrawals must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and no person will incur any liability for failure to give any such notice.

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EX-99.A.10

Exhibit (a)(10)

US LEC Corp.

Supplement to

Offer to Exchange Certain Outstanding Stock Options

for New Options

January 10, 2003

We are providing our employees, including our executive officers, and two of our directors the following supplemental information regarding our offer to exchange their eligible options for new options. We are providing this supplemental information to clarify some of the terms of the Offer that may be important to you. You should read this supplement together with the Offer to Exchange dated December 20, 2002 when making your decision whether to accept or reject the Offer.

Except as set forth below, the original terms of the Offer to Exchange remain in effect. The information in this supplement is in addition to and some of it is different from the information contained in the Offer to Exchange dated December 20, 2002. To the extent the information in this supplement is different from the information contained in the Offer to Exchange dated December 20, 2002, the information in this supplement will govern the terms of the Offer. The item numbers, page numbers and section headings listed below refer to the item numbers, page numbers and section headings contained in the Offer to Exchange dated December 20, 2002.

· Section 3 – Determination of Validity; Rejection of Options; Waiver of defects; No Obligation to Give Notice of Defects. We are deleting the first sentence in the second paragraph under this heading on page 13 and substituting the following two sentences: If we waive any of the conditions of the offer with regard to any particular option holder, we will waive the same condition for all option holders. We may waive any defect or irregularity in any tender with respect to any particular options or any particular option holder.

· Section 5 – Acceptance of Options for Exchange and Issuance of New Options. In the first full sentence under this heading on page 15, we indicated that “Upon the terms and subject to the conditions of this offer and as promptly as practicable following the expiration date, we expect to accept for exchange and cancel options properly tendered and not validity withdrawn before the expiration date.” The Offer to Exchange is amended to clarify that we expect to accept for exchange and cancel options properly tendered and not validly withdrawn on January 25, 2003, which is the day after this offer expires. We expect to notify each option holder whether we accepted and cancelled their tendered options and how many shares will be covered by their new option on January 31, 2003.

· Section 6 – Conditions of the Offer. In subparagraphs (a) and (b)(3) under this heading on page 17, we referred to the “benefits” we believe we will receive in this offer. The reference to “benefits” in these subparagraphs refers to the purposes of the offer described in “Section

2 – Purpose of the Offer” beginning on page 11. In addition, we are deleting the condition set forth in subparagraph (l) of Section 6, which appears on page 18. Consequently, the only conditions of the offer are listed in subparagraphs (a) – (k) of Section 6. Finally, if there is a question as to whether one of the conditions to the offer has been triggered while the offer is pending, we will promptly notify holders of eligible options as to how we intend to proceed.

· Section 9 – Interest of Executive Officers and Directors; Transactions and Arrangements Concerning Options. On December 18, 2002, options to purchase 3,907,550 shares of our common stock were outstanding under the Omnibus Stock Plan, 3,231,250 of which were eligible for exchange in the offer. In addition to the eligible options listed on the table on page 22, Messrs. Cowell and Robinson each hold options to purchase an additional 75,000 shares of our common stock that are not eligible for exchange in this offer.

Messrs. Cowell and Robinson have each indicated to us that they intend to accept the offer with respect to all of their eligible options with an exercise price per share of $26.13 and that they are undecided with respect to their eligible options with an exercise price per share of $7.31. Mr. Schnoonover has indicated to us that he is undecided as to whether he will accept the offer with respect to his eligible options with an exercise price per share of $4.83, and that he intends to accept the offer with respect to all of his other eligible options. Mr. Flaum has indicated to us that he intends to accept the offer with respect to all of his eligible options.

· Section 15 – Information Concerning US LEC. In addition to the Selected Financial Data regarding US LEC Corp. that appears on page 26, US LEC had a negative book value per share of $5.56 on September 30, 2002.

· Section 17 – Forward-Looking Statements. This section, which begins on page 27, is deleted from the Offer to Exchange. Any “forward looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, in the Offer to Exchange are not entitled to the safe-harbor protection under that law.

EX-99.A.11

Exhibit (a)(11)

To:      Holders of Eligible Options

From: Option Exchange Offer Administrator

We have attached two additional documents related to the Option Exchange Offer. One of these documents is called the Supplement to the Offer to Exchange. The Supplement contains some additional information about the Offer and clarifies some of the information described in the Offer to Exchange you received last month. Except as explained in the Supplement, all of the terms of the Offer remain the same.

The other document is a revised Notice of Withdrawal. We have revised one of the representations you make if you sign and deliver a Notice of Withdrawal to us. For your convenience, the attached Notice of Withdrawal is marked “Revised” in the upper right hand corner of the first page to help you differentiate between the attached Notice of Withdrawal and the one you received last month. If you should decide to withdraw eligible options you have tendered to us, you should use the revised Notice of Withdrawal.

You should read both of these documents carefully when deciding whether or not to accept or reject the Offer. All documents must be delivered on or before the expiration date. The Offer will expire on January 24, 2003, unless we extend it.

After you have viewed or printed both of the attached documents, please click “Confirmed” above to let us know that you received the documents. If you cannot print the documents attached to this email, please email us via our Intranet at “Stock Option Exchange Program” and request that we send you a copy by mail.