content: <PAGE>   1
  
  
      As filed with the Securities and Exchange Commission on January 28, 1998
                                                       Registration No. 333-______
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.  20549
  
                           --------------------------
  
                                    FORM S-8
                               REGISTRATION STATEMENT
                        UNDER  THE SECURITIES ACT OF 1933
  
                           --------------------------
  
                                 WORLDCOM, INC.
               (Exact name of registrant as specified in its charter)
  
            GEORGIA                                          58-1521612
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)
  
                               515 EAST AMITE STREET
                          JACKSON, MISSISSIPPI 39201-2702
                           (Address, including zip code,
                    of registrant's principal executive offices)
  
  
  
                    WORLDCOM/BROOKS FIBER 1993 STOCK OPTION PLAN
                  WORLDCOM/BROOKS FIBER 1997 STOCK INCENTIVE PLAN
  --------------------------------------------------------------------------------
                            (Full title of the plan(s))
  
                              P. BRUCE BORGHARDT, ESQ.
                                   WORLDCOM, INC.
                        10777 SUNSET OFFICE DRIVE, SUITE 330
                             ST. LOUIS, MISSOURI 63127
                                   (314) 909-4100
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  
  
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------------------------
                                                      Proposed maximum         Proposed maximum
     Title of securities        Amount to be         offering price per       aggregate offering          Amount of
      to be registered           registered                share(1)                price(1)           registration fee
  -------------------------------------------------------------------------------------------------------------------------
    <S>                           <C>                    <C>                     <C>                      <C>
    Common stock, $0.01
    par value, and                4,308,568              $12.1136                $52,192,118              $15,397
    associated preferred          shares (3)
    stock purchase
    rights (2)                         
  -------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  ----------------------------------
  
  (1)      Computed pursuant to Rule 457(c) and Rule 457(h) solely for the
           purpose of determining the registration fee.  Proposed maximum
           offering price represents (i) the weighted average price per share
           based on the exercise price of stock options already granted and (ii)
           the average high and low reported market prices of the Registrant's
           Common Stock reported on the Nasdaq National Market on January 21,
           1998 with respect to securities for which options have not been
           granted.
  
  (2)      Each share of Common Stock also represents one preferred stock
           purchase right.  Preferred stock purchase rights cannot trade
           separately from the underlying common stock and, therefore, do not
           carry a separate price or necessitate an additional filing fee.
  
  (3)      This Registration Statement also covers such additional shares of
           Common Stock as may be issuable pursuant to antidilution provisions.
  <PAGE>   2
  
                                      PART II
  
                            INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission by WorldCom, Inc. ("WorldCom" or the "Company") (formerly Resurgens
  Communications Group, Inc.) under File No. 0-11258 (formerly File No. 1-10415)
  pursuant to the Exchange Act are incorporated herein by reference:
  
           (a) (1) WorldCom's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996 (the "WorldCom 1996 Form 10-K");
  
               (2) WorldCom's Quarterly Report on Form 10-Q for the quarter
                   ended March 31, 1997; June 30, 1997 and September 30, 1997;
  
               (3) WorldCom's Current Reports on Form 8-K dated August 25,
                   1996 (filed August 26, 1996 and as amended on Form 8-K/A filed
                   November 4, 1996 and November 20, 1996 and December 19, 1997),
                   December 31, 1996 (filed January 15, 1997), March 18, 1997
                   (filed March 24, 1997), March 26, 1997 (filed April 2, 1997)
                   May 22, 1997 (filed June 6, 1997), June 30, 1997 (filed July
                   7, 1997), August 5, 1997 (filed August 5, 1997),   August 8,
                   1997 (filed August 11, 1997), August 22, 1997 (filed August
                   25, 1997), August 28, 1997 (filed September 10, 1997),
                   September 7, 1997 (filed September 17, 1997), October 1, 1997
                   (filed October 2, 1997), October 3, 1997 (filed October 3,
                   1997), October 9, 1997 (filed October 10, 1997), October 10,
                   1997 (filed October 14, 1997), October 14, 1997 (filed October
                   14, 1997), October 15, 1997 (filed October 16, 1997), October
                   16, 1997 (filed October 17, 1997), October 23, 1997 (filed
                   October 23, 1997), October 31, 1997 (filed November 3, 1997)
                   and November 9, 1997 (filed November 12, 1997 and as amended
                   on Form 8-K/A-1 filed January 27, 1998 and Form 8-K/A-2 
                   January 28, 1998);
  
               (4) the description of WorldCom's (formerly Resurgens')
                   Common Stock as contained in Item 1 of Resurgens' Registration
                   Statement on Form 8-A dated December 12, 1989, as updated by
                   the descriptions contained in WorldCom's Registration
                   Statement on Form S-4 (File No. 333-16015), as declared
                   effective by the Commission on November 14, 1996, which
                   includes the Joint Proxy Statement/Prospectus dated November
                   14, 1996 with respect to WorldCom's Special Meeting of
                   Shareholders held on December 20, 1996, under the following
                   captions:  "Description of WorldCom Capital Stock" and
                   "Comparative Rights of Shareholders";
  
               (5) the description of WorldCom's Preferred Stock Purchase
                   Rights contained in WorldCom's Registration Statement on Form
                   8-A dated August 26, 1996, as updated by WorldCom's Current
                   Report on Form 8-K dated May 22, 1997 (filed June 6, 1997);
                   and
  
               (6) the descriptions of the WorldCom Series A 8% Cumulative
                   Convertible Preferred Stock ("WorldCom Series A Preferred
                   Stock"), the WorldCom Series B Convertible Preferred Stock
                   ("WorldCom Series B Preferred Stock") and the WorldCom
                   Depositary Shares ("WorldCom Depositary Shares") contained in
                   WorldCom's Registration Statements on Form 8-A dated November
                   13, 1996.
  
           All documents filed by WorldCom with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
  hereof and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference into
  this Registration Statement and to be a part hereof from the date of filing of
  such documents.  Any statement contained in a document incorporated or deemed
  to be incorporated herein by reference, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other
  
                                        2
  <PAGE>   3
  subsequently filed document incorporated or deemed to be incorporated by
  reference, which statement is also incorporated herein by reference, modifies
  or supersedes such statement.  Any such statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section  14-2-202(b)(4) of the Georgia Business Corporation Code (the
  "Georgia Code") provides that a corporation's articles of incorporation may
  include a provision that eliminates or limits the personal liability of
  directors for monetary damages to the corporation or its shareholders for any
  action taken, or any failure to take any action, as a director, provided,
  however, that the Section does not permit a corporation to eliminate or limit
  the liability of a director for appropriating, in violation of his or her
  duties, any business opportunity of the corporation, for acts or omissions
  including intentional misconduct or a knowing violation of law, receiving from
  any transaction an improper personal benefit, or voting for or assenting to an
  unlawful distribution (whether as a dividend, stock repurchase or redemption,
  or otherwise) as provided in Section 14-2-832 of the Georgia Code.  Section
  14-2- 202(b)(4) also does not eliminate or limit the rights of WorldCom or any
  shareholder to seek an injunction or other nonmonetary relief in the event of a
  breach of a director's duty to the corporation and its shareholders.
  Additionally, Section 14-2-202(b)(4) applies only to claims against a director
  arising out of his or her role as a director, and does not relieve a director
  from liability arising from his or her role as an officer or in any other
  capacity.
  
           The provisions of Article Ten of WorldCom's Second Amended and
  Restated Articles of Incorporation are similar in all substantive respects to
  those contained in Section 14-2-202(b)(4) of the Georgia Code as outlined
  above.  Article Ten further provides that the liability of directors of
  WorldCom shall be limited to the fullest extent permitted by amendments to
  Georgia law.
  
           Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern
  the indemnification of directors, officers, employees, and agents.  Section
  14-2-851 of the Georgia Code permits indemnification of a director of WorldCom
  for liability incurred by him or her in connection with any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (including, subject to certain limitations,
  civil actions brought as derivative actions by or in the right of WorldCom) in
  which he or she is made a party by reason of being a director of WorldCom and
  of directors who, at the request of WorldCom, act as directors, officers,
  partners, trustees, employees or agents of another foreign or domestic
  corporation, partnership, joint venture, trust, employee benefit plan or other
  enterprise.  The Section  permits indemnification if the director acted in good
  faith and reasonably believed (a) in the case of conduct in his or her official
  capacity, that such conduct was in the best interests of the corporation, (b)
  in all other cases other than a criminal proceeding, that such conduct was at
  least not opposed to the best interests of the corporation, and (c) in the case
  of a criminal proceeding, that he or she had no reasonable cause to believe his
  or her conduct was unlawful.  If the required standard of conduct is met,
  indemnification may include judgments, settlements, penalties, fines or
  reasonable expenses (including attorneys' fees) incurred with respect to a
  proceeding.
  
           A Georgia corporation may not indemnify a director under Section
  14-2-851 (i) in connection with a proceeding by or in the right of the
  corporation, except for reasonable expenses incurred by such director in
  connection with the proceeding provided it is determined that such director met
  the relevant standard of conduct set forth above, or (ii) in connection with
  any proceeding with respect to conduct for which such director was adjudged
  liable on the basis that he or she received an improper personal benefit.
  
                                        3
  <PAGE>   4
  
           Prior to indemnifying a director under Section 14-2-851 of the Georgia
  Code, a determination must be made that the director has met the relevant
  standard of conduct.  Such determination must be made by:  (i) a majority vote
  of a quorum consisting of directors not at that time parties to the suit; (ii)
  a duly designated committee of directors; (iii) duly selected special legal
  counsel; or (iv) a vote of the shareholders, excluding shares owned by or voted
  under the control of directors who are at the time parties to the suit.
  
           A Georgia corporation may, before final disposition of a proceeding,
  advance funds to pay for or reimburse the reasonable expenses incurred by a
  director who is a party to a proceeding because he or she is a director,
  provided that such director delivers to the corporation a written affirmation
  of his or her good faith belief that he or she met the relevant standard of
  conduct described in Section 14-2-851 of the Georgia Code, or that the
  proceeding involves conduct for which such director's liability has been
  properly eliminated by action of the corporation, and a written undertaking by
  the director to repay any funds advanced if it is ultimately determined that
  such director was not entitled to such indemnification.  Section 14-2-852 of
  the Georgia Code provides that directors who are successful with respect to any
  claim brought against them, which claim is brought because they are or were
  directors of WorldCom, are entitled to mandatory indemnification against
  reasonable expenses incurred in connection therewith.
  
           The Georgia Code also allows a Georgia corporation to indemnify
  directors made a party to a proceeding without regard to the above-referenced
  limitations, if authorized by the articles of incorporation or a bylaw,
  contract, or resolution duly adopted by a vote of the shareholders of the
  corporation by a majority of votes entitled to be cast, excluding shares owned
  or voted under the control of the director or directors who are not
  disinterested, and to advance funds to pay for or reimburse reasonable expenses
  incurred in the defense thereof, subject to restrictions similar to the
  restrictions described in the preceding paragraph; provided, however, that the
  corporation may not indemnify a director adjudged liable (1) for any
  appropriation, in violation of his or her duties, of any business opportunity
  of WorldCom, (2) for acts or omissions which involve intentional misconduct or
  a knowing violation of law, (3) for unlawful distributions under Section
  14-2-832 of the Georgia Code, or (4) for any transaction in which the director
  obtained an improper personal benefit.
  
           Section 14-2-857 of the Georgia Code provides that an officer of
  WorldCom (but not an employee or agent generally) who is not a director has the
  mandatory right of indemnification granted to directors under Section 14-2-852,
  as described above.  In addition, WorldCom may, as provided by WorldCom's
  Second Amended and Restated Articles of Incorporation, WorldCom's Bylaws,
  general or specific actions by its board of directors or contract, indemnify
  and advance expenses to an officer, employee or agent who is not a director to
  the extent that such indemnification is consistent with public policy.
  
           The indemnification provisions of Article X of WorldCom's Bylaws and
  Article Eleven of WorldCom's Second Amended and Restated Articles of
  Incorporation are consistent with the foregoing provisions of the Georgia Code.
  However, WorldCom's Second Amended and Restated Articles of Incorporation
  prohibit indemnification of a director who did not believe in good faith that
  his or her actions were in, or not contrary to, WorldCom's best interests.
  WorldCom's Bylaws extend the indemnification available to officers under the
  Georgia Code to employees and agents.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers or persons
  controlling the Company pursuant to such provisions, the Company has been
  informed that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in such Act and is
  therefore unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Reference is made to the Exhibit Index.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned registrant hereby undertakes:
  
                                        4
  <PAGE>   5
                   (1)      To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            registration statement:
  
                            (i)     To include any prospectus required by Section
                                    10(a)(3) of the Securities Act of 1933;
  
                            (ii)    To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement; notwithstanding the foregoing, any
                                    increase or decrease in volume of securities
                                    offered (if the total dollar value of
                                    securities offered would not exceed that
                                    which was registered) and any deviation from
                                    the low or high end of the estimated maximum
                                    offering range may be reflected in the form
                                    of prospectus filed with the Commission
                                    pursuant to Rule 424(b) if, in the aggregate,
                                    the changes in volume and price represent no
                                    more than a 20 percent change in the maximum
                                    aggregate offering price set forth in the
                                    "Calculation of Registration Fee" table in
                                    the effective registration statement;
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;
  
                                    provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    registration statement is on Form S-3 or Form
                                    S-8, and the information required to be
                                    included in a post-effective amendment by
                                    those paragraphs is contained in periodic
                                    reports filed with or furnished to the
                                    Commission by the registrant pursuant to
                                    Section 13 or Section 15(d) of the Securities
                                    Exchange Act of 1934 that are incorporated by
                                    reference in the registration statement.
  
                   (2)      That, for the purpose of determining any liability
                            under the Securities Act of 1933, each such
                            post-effective amendment shall be deemed to be a new
                            registration statement relating to the securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial bona
                            fide offering thereof.
  
                   (3)      To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
           (b)  The undersigned registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than payment by the registrant
  or expenses incurred or paid by a director, officer, or controlling person of
  the registrant in the successful defense of any action, suit, or proceeding) is
  asserted by such director, officer, or controlling person in connection with
  the securities being registered, the registrant will, unless in the opinion of
  its counsel the matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such indemnification by
  it isagainst public policy as expressed in the Act and will be governed by the
  final adjudication of such issue.
  
                                        5
  <PAGE>   6
                                     SIGNATURES
  
                   Pursuant to the requirements of the Securities Act of 1933,
  the registrant certifies that it is has reasonable grounds to believe that it
  meets all the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Jackson, State of Mississippi on January 27,
  1998.
  
                                                WORLDCOM, INC.
  
  
  
                                                By:   /s/ Scott D. Sullivan 
                                                    ----------------------------
                                                      Scott D. Sullivan
                                                      Chief Financial Officer
  
                                 POWER OF ATTORNEY
  
            Each person whose signature appears below hereby constitutes and
  appoints Bernard J. Ebbers, John W. Sidgmore, Scott D. Sullivan, and Charles T.
  Cannada, and each of them (with full power to each of them to act alone), his
  true and lawful attorneys in fact and agents for him and on his behalf and in
  his name, place and stead, in any and all capacities to sign any and all
  amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with exhibits and any and all other documents
  filed with respect thereto, with the Securities and Exchange Commission (or any
  other governmental or regulatory authority), granting unto said attorneys, and
  each of them, full power and authority to do and to perform each and every act
  and thing requisite and necessary to be done in and about the premises in order
  to effectuate the same as fully to all intents and purposes as he himself might
  or could do if personally present, hereby ratifying and confirming all that
  said attorneys in fact and agents, or any of them, may lawfully do or cause to
  be done by virtue hereof.
  
                   Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
             Name                                             Title                                  Date
             ----                                             -----                                  ----
  
  <S>                                                        <C>                                 <C> 
  /s/ Carl J. Aycock                                         Director                            January 27, 1998
  -------------------------------------------                                                            
              Carl J. Aycock
  
  
  
  /s/ Max E. Bobbitt                                         Director                           January 27, 1998
  -------------------------------------------                                                           
              Max E. Bobbitt
  
  
  
  /s/ Bernard J. Ebbers                                      Director, President and            January 27, 1998
  -------------------------------------------                Chief Executive Officer                      
              Bernard J. Ebbers                             (Principal Executive Officer)
                                                                                                  
  
  /s/ Francesco Galesi                                       Director                           January 27, 1998
  -------------------------------------------                                                                     
              Francesco Galesi
  </TABLE>
  
  
                                        6
  <PAGE>   7
  
  
  <TABLE>
  <CAPTION>
                   Name                                  Title                                 Date
                   ----                                  -----                                 ----
  <S>                                                 <C>                                <C>
  /s/ Richard R. Jaros                                Director                           January 27, 1998
  ------------------------------------------                                                                     
                 Richard R. Jaros
  
  
  
  /s/ Stiles A. Kellett, Jr.                          Director                           January 27, 1998
  -----------------------------------------
                 Stiles A. Kellett, Jr.
  
  
  
  /s/ David C. McCourt                                Director                           January 27, 1998
  -----------------------------------------
                 David C. McCourt
  
  
  
  /s/ John A. Porter                                  Director                           January 27, 1998
  -----------------------------------------
                 John A. Porter
  
  
  
  /s/ John W. Sidgmore                                Director                           January 27, 1998
  -----------------------------------------
                John W. Sidgmore
  
  
  
  /s/ Scott D. Sullivan                               Director and Chief Financial       January 27, 1998
  -----------------------------------------           Officer (Principal Financial
                 Scott D. Sullivan                    Officer and Principal              
                                                      Accounting Officer)                
                                                                                              
  
  /s/ Lawrence C. Tucker                              Director                           January 27, 1998
  -----------------------------------------
                 Lawrence C. Tucker
  </TABLE>
  
  
                                        7
  <PAGE>   8
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                            DESCRIPTION
  -------                           -----------
  <S>                      <C>
    4.1                    Second Amended and Restated Articles of Incorporation of WorldCom (including
                           preferred stock designations) as of December 31, 1996 (incorporated herein by
                           reference to Exhibit 3.1 to the Current Report on Form 8-K of WorldCom (File No.
                           0-11258) dated December 31, 1996 (filed January 15, 1997))
    
    4.2                    Restated Bylaws of WorldCom (incorporated herein by reference to Exhibit 4.2 to
                           the Annual Report on Form 10-K filed by WorldCom (File No. 0-11258) for the fiscal
                           year ended December 31, 1996)
    
    4.3                    Form of Deposit Agreement between WorldCom, The Bank of New York and the holders
                           from time to time of the Depositary Shares representing 1/100 of a share of
                           WorldCom Series A Preferred Stock (the "WorldCom Depositary Shares") (incorporated
                           herein by reference to Exhibit 4.5 to Registrant Statement on Form S-4 filed by
                           WorldCom (Registration No. 333-16015))
    
    4.4                    Form of certificate representing WorldCom Depositary Shares (incorporated herein
                           by reference to Exhibit A to the Deposit Agreement filed as Exhibit 4.5 to
                           Registration Statement on Form S-4 filed by WorldCom (Registration No. 333-16015))
  
    4.5                    Rights Agreement dated as of August 25, 1996 between the Company and The Bank of
                           New York, which includes the form of Certificate of Designations, setting forth
                           the terms of the Series 3 Junior Participating Preferred Stock, par value $.01 per
                           share, as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary
                           of Preferred Stock Purchase Rights as Exhibit C (incorporated herein by reference
                           to Exhibit 4 to the Current Report on Form 8-K dated August 26, 1996 (as amended
                           on Form 8 K/A filed August 31, 1996) filed by the Company with the Securities and
                           Exchange Commission on August 26, 1996 (as amended on Form 8 K/A filed on August
                           31, 1996) File No. 0-11258))
  
    4.6                    Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by and between
                           WorldCom, Inc. and The Bank of New York, as Rights Agreement (incorporated herein
                           by reference to Exhibit 4.2 of WorldCom's Current Report on Form 8-K dated May 22,
                           1997 (filed June 5, 1997))
  
    5.1                    Opinion of William E. Anderson as to the legality of the Securities to be issued
  
   23.1                    Consent of Arthur Anderson LLP
  
   23.2                    Consent of Coopers & Lybrand LLP
  
   23.3                    Consent of Arthur Andersen LLP
  
   23.4                    Consent of Arthur Andersen LLP
  
   23.5                    Consent of Price Waterhouse LLP
  
   23.6                    Consent of William E. Anderson, Esq. (included in Exhibit 5.1)
  
   24.1                    Power of Attorney (included in Signature Pages)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32493}]
metadata_filer: {"company-data": {"conformed-name": "WORLDCOM INC /GA/", "cik": "0000723527", "assigned-sic": "4813", "irs-number": "581521612", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45095", "film-number": "98515693"}, "business-address": {"street1": "515 EAST AMITE ST", "city": "JACKSON", "state": "MS", "zip": "39201-2702", "phone": "6013608600"}, "former-company": [{"former-conformed-name": "LDDS COMMUNICATIONS INC /GA/", "date-changed": "19930916"}, {"former-conformed-name": "RESURGENS COMMUNICATIONS GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "CENTRAL CORP /GA/", "date-changed": "19890523"}]}
text: 1
  
      As filed with the Securities and Exchange Commission on January 28, 1998
                                                       Registration No. 333-______
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.  20549
  
                           --------------------------
  
                                    FORM S-8
                               REGISTRATION STATEMENT
                        UNDER  THE SECURITIES ACT OF 1933
  
                           --------------------------
  
                                 WORLDCOM, INC.
               (Exact name of registrant as specified in its charter)
  
            GEORGIA                                          58-1521612
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)
  
                               515 EAST AMITE STREET
                          JACKSON, MISSISSIPPI 39201-2702
                           (Address, including zip code,
                    of registrant's principal executive offices)
  
                    WORLDCOM/BROOKS FIBER 1993 STOCK OPTION PLAN
                  WORLDCOM/BROOKS FIBER 1997 STOCK INCENTIVE PLAN
  --------------------------------------------------------------------------------
                            (Full title of the plan(s))
  
                              P. BRUCE BORGHARDT, ESQ.
                                   WORLDCOM, INC.
                        10777 SUNSET OFFICE DRIVE, SUITE 330
                             ST. LOUIS, MISSOURI 63127
                                   (314) 909-4100
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------------
                                                      Proposed maximum         Proposed maximum
     Title of securities        Amount to be         offering price per       aggregate offering          Amount of
      to be registered           registered                share(1)                price(1)           registration fee
  -------------------------------------------------------------------------------------------------------------------------
  Common stock, $0.01
    par value, and                4,308,568              $12.1136                $52,192,118              $15,397
    associated preferred          shares (3)
    stock purchase
    rights (2)                         
  -------------------------------------------------------------------------------------------------------------------------
  ----------------------------------
  
  (1)      Computed pursuant to Rule 457(c) and Rule 457(h) solely for the
           purpose of determining the registration fee.  Proposed maximum
           offering price represents (i) the weighted average price per share
           based on the exercise price of stock options already granted and (ii)
           the average high and low reported market prices of the Registrant's
           Common Stock reported on the Nasdaq National Market on January 21,
           1998 with respect to securities for which options have not been
           granted.
  
  (2)      Each share of Common Stock also represents one preferred stock
           purchase right.  Preferred stock purchase rights cannot trade
           separately from the underlying common stock and, therefore, do not
           carry a separate price or necessitate an additional filing fee.
  
  (3)      This Registration Statement also covers such additional shares of
           Common Stock as may be issuable pursuant to antidilution provisions.
  2
  
                                      PART II
  
                            INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission by WorldCom, Inc. ("WorldCom" or the "Company") (formerly Resurgens
  Communications Group, Inc.) under File No. 0-11258 (formerly File No. 1-10415)
  pursuant to the Exchange Act are incorporated herein by reference:
  
           (a) (1) WorldCom's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996 (the "WorldCom 1996 Form 10-K");
  
               (2) WorldCom's Quarterly Report on Form 10-Q for the quarter
                   ended March 31, 1997; June 30, 1997 and September 30, 1997;
  
               (3) WorldCom's Current Reports on Form 8-K dated August 25,
                   1996 (filed August 26, 1996 and as amended on Form 8-K/A filed
                   November 4, 1996 and November 20, 1996 and December 19, 1997),
                   December 31, 1996 (filed January 15, 1997), March 18, 1997
                   (filed March 24, 1997), March 26, 1997 (filed April 2, 1997)
                   May 22, 1997 (filed June 6, 1997), June 30, 1997 (filed July
                   7, 1997), August 5, 1997 (filed August 5, 1997),   August 8,
                   1997 (filed August 11, 1997), August 22, 1997 (filed August
                   25, 1997), August 28, 1997 (filed September 10, 1997),
                   September 7, 1997 (filed September 17, 1997), October 1, 1997
                   (filed October 2, 1997), October 3, 1997 (filed October 3,
                   1997), October 9, 1997 (filed October 10, 1997), October 10,
                   1997 (filed October 14, 1997), October 14, 1997 (filed October
                   14, 1997), October 15, 1997 (filed October 16, 1997), October
                   16, 1997 (filed October 17, 1997), October 23, 1997 (filed
                   October 23, 1997), October 31, 1997 (filed November 3, 1997)
                   and November 9, 1997 (filed November 12, 1997 and as amended
                   on Form 8-K/A-1 filed January 27, 1998 and Form 8-K/A-2 
                   January 28, 1998);
  
               (4) the description of WorldCom's (formerly Resurgens')
                   Common Stock as contained in Item 1 of Resurgens' Registration
                   Statement on Form 8-A dated December 12, 1989, as updated by
                   the descriptions contained in WorldCom's Registration
                   Statement on Form S-4 (File No. 333-16015), as declared
                   effective by the Commission on November 14, 1996, which
                   includes the Joint Proxy Statement/Prospectus dated November
                   14, 1996 with respect to WorldCom's Special Meeting of
                   Shareholders held on December 20, 1996, under the following
                   captions:  "Description of WorldCom Capital Stock" and
                   "Comparative Rights of Shareholders";
  
               (5) the description of WorldCom's Preferred Stock Purchase
                   Rights contained in WorldCom's Registration Statement on Form
                   8-A dated August 26, 1996, as updated by WorldCom's Current
                   Report on Form 8-K dated May 22, 1997 (filed June 6, 1997);
                   and
  
               (6) the descriptions of the WorldCom Series A 8% Cumulative
                   Convertible Preferred Stock ("WorldCom Series A Preferred
                   Stock"), the WorldCom Series B Convertible Preferred Stock
                   ("WorldCom Series B Preferred Stock") and the WorldCom
                   Depositary Shares ("WorldCom Depositary Shares") contained in
                   WorldCom's Registration Statements on Form 8-A dated November
                   13, 1996.
  
           All documents filed by WorldCom with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
  hereof and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference into
  this Registration Statement and to be a part hereof from the date of filing of
  such documents.  Any statement contained in a document incorporated or deemed
  to be incorporated herein by reference, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other
  
                                        2
  3
  subsequently filed document incorporated or deemed to be incorporated by
  reference, which statement is also incorporated herein by reference, modifies
  or supersedes such statement.  Any such statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section  14-2-202(b)(4) of the Georgia Business Corporation Code (the
  "Georgia Code") provides that a corporation's articles of incorporation may
  include a provision that eliminates or limits the personal liability of
  directors for monetary damages to the corporation or its shareholders for any
  action taken, or any failure to take any action, as a director, provided,
  however, that the Section does not permit a corporation to eliminate or limit
  the liability of a director for appropriating, in violation of his or her
  duties, any business opportunity of the corporation, for acts or omissions
  including intentional misconduct or a knowing violation of law, receiving from
  any transaction an improper personal benefit, or voting for or assenting to an
  unlawful distribution (whether as a dividend, stock repurchase or redemption,
  or otherwise) as provided in Section 14-2-832 of the Georgia Code.  Section
  14-2- 202(b)(4) also does not eliminate or limit the rights of WorldCom or any
  shareholder to seek an injunction or other nonmonetary relief in the event of a
  breach of a director's duty to the corporation and its shareholders.
  Additionally, Section 14-2-202(b)(4) applies only to claims against a director
  arising out of his or her role as a director, and does not relieve a director
  from liability arising from his or her role as an officer or in any other
  capacity.
  
           The provisions of Article Ten of WorldCom's Second Amended and
  Restated Articles of Incorporation are similar in all substantive respects to
  those contained in Section 14-2-202(b)(4) of the Georgia Code as outlined
  above.  Article Ten further provides that the liability of directors of
  WorldCom shall be limited to the fullest extent permitted by amendments to
  Georgia law.
  
           Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern
  the indemnification of directors, officers, employees, and agents.  Section
  14-2-851 of the Georgia Code permits indemnification of a director of WorldCom
  for liability incurred by him or her in connection with any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (including, subject to certain limitations,
  civil actions brought as derivative actions by or in the right of WorldCom) in
  which he or she is made a party by reason of being a director of WorldCom and
  of directors who, at the request of WorldCom, act as directors, officers,
  partners, trustees, employees or agents of another foreign or domestic
  corporation, partnership, joint venture, trust, employee benefit plan or other
  enterprise.  The Section  permits indemnification if the director acted in good
  faith and reasonably believed (a) in the case of conduct in his or her official
  capacity, that such conduct was in the best interests of the corporation, (b)
  in all other cases other than a criminal proceeding, that such conduct was at
  least not opposed to the best interests of the corporation, and (c) in the case
  of a criminal proceeding, that he or she had no reasonable cause to believe his
  or her conduct was unlawful.  If the required standard of conduct is met,
  indemnification may include judgments, settlements, penalties, fines or
  reasonable expenses (including attorneys' fees) incurred with respect to a
  proceeding.
  
           A Georgia corporation may not indemnify a director under Section
  14-2-851 (i) in connection with a proceeding by or in the right of the
  corporation, except for reasonable expenses incurred by such director in
  connection with the proceeding provided it is determined that such director met
  the relevant standard of conduct set forth above, or (ii) in connection with
  any proceeding with respect to conduct for which such director was adjudged
  liable on the basis that he or she received an improper personal benefit.
  
                                        3
  4
  
           Prior to indemnifying a director under Section 14-2-851 of the Georgia
  Code, a determination must be made that the director has met the relevant
  standard of conduct.  Such determination must be made by:  (i) a majority vote
  of a quorum consisting of directors not at that time parties to the suit; (ii)
  a duly designated committee of directors; (iii) duly selected special legal
  counsel; or (iv) a vote of the shareholders, excluding shares owned by or voted
  under the control of directors who are at the time parties to the suit.
  
           A Georgia corporation may, before final disposition of a proceeding,
  advance funds to pay for or reimburse the reasonable expenses incurred by a
  director who is a party to a proceeding because he or she is a director,
  provided that such director delivers to the corporation a written affirmation
  of his or her good faith belief that he or she met the relevant standard of
  conduct described in Section 14-2-851 of the Georgia Code, or that the
  proceeding involves conduct for which such director's liability has been
  properly eliminated by action of the corporation, and a written undertaking by
  the director to repay any funds advanced if it is ultimately determined that
  such director was not entitled to such indemnification.  Section 14-2-852 of
  the Georgia Code provides that directors who are successful with respect to any
  claim brought against them, which claim is brought because they are or were
  directors of WorldCom, are entitled to mandatory indemnification against
  reasonable expenses incurred in connection therewith.
  
           The Georgia Code also allows a Georgia corporation to indemnify
  directors made a party to a proceeding without regard to the above-referenced
  limitations, if authorized by the articles of incorporation or a bylaw,
  contract, or resolution duly adopted by a vote of the shareholders of the
  corporation by a majority of votes entitled to be cast, excluding shares owned
  or voted under the control of the director or directors who are not
  disinterested, and to advance funds to pay for or reimburse reasonable expenses
  incurred in the defense thereof, subject to restrictions similar to the
  restrictions described in the preceding paragraph; provided, however, that the
  corporation may not indemnify a director adjudged liable (1) for any
  appropriation, in violation of his or her duties, of any business opportunity
  of WorldCom, (2) for acts or omissions which involve intentional misconduct or
  a knowing violation of law, (3) for unlawful distributions under Section
  14-2-832 of the Georgia Code, or (4) for any transaction in which the director
  obtained an improper personal benefit.
  
           Section 14-2-857 of the Georgia Code provides that an officer of
  WorldCom (but not an employee or agent generally) who is not a director has the
  mandatory right of indemnification granted to directors under Section 14-2-852,
  as described above.  In addition, WorldCom may, as provided by WorldCom's
  Second Amended and Restated Articles of Incorporation, WorldCom's Bylaws,
  general or specific actions by its board of directors or contract, indemnify
  and advance expenses to an officer, employee or agent who is not a director to
  the extent that such indemnification is consistent with public policy.
  
           The indemnification provisions of Article X of WorldCom's Bylaws and
  Article Eleven of WorldCom's Second Amended and Restated Articles of
  Incorporation are consistent with the foregoing provisions of the Georgia Code.
  However, WorldCom's Second Amended and Restated Articles of Incorporation
  prohibit indemnification of a director who did not believe in good faith that
  his or her actions were in, or not contrary to, WorldCom's best interests.
  WorldCom's Bylaws extend the indemnification available to officers under the
  Georgia Code to employees and agents.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers or persons
  controlling the Company pursuant to such provisions, the Company has been
  informed that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in such Act and is
  therefore unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Reference is made to the Exhibit Index.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned registrant hereby undertakes:
  
                                        4
  5
                   (1)      To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            registration statement:
  
                            (i)     To include any prospectus required by Section
                                    10(a)(3) of the Securities Act of 1933;
  
                            (ii)    To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement; notwithstanding the foregoing, any
                                    increase or decrease in volume of securities
                                    offered (if the total dollar value of
                                    securities offered would not exceed that
                                    which was registered) and any deviation from
                                    the low or high end of the estimated maximum
                                    offering range may be reflected in the form
                                    of prospectus filed with the Commission
                                    pursuant to Rule 424(b) if, in the aggregate,
                                    the changes in volume and price represent no
                                    more than a 20 percent change in the maximum
                                    aggregate offering price set forth in the
                                    "Calculation of Registration Fee" table in
                                    the effective registration statement;
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;
  
                                    provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    registration statement is on Form S-3 or Form
                                    S-8, and the information required to be
                                    included in a post-effective amendment by
                                    those paragraphs is contained in periodic
                                    reports filed with or furnished to the
                                    Commission by the registrant pursuant to
                                    Section 13 or Section 15(d) of the Securities
                                    Exchange Act of 1934 that are incorporated by
                                    reference in the registration statement.
  
                   (2)      That, for the purpose of determining any liability
                            under the Securities Act of 1933, each such
                            post-effective amendment shall be deemed to be a new
                            registration statement relating to the securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial bona
                            fide offering thereof.
  
                   (3)      To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
           (b)  The undersigned registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than payment by the registrant
  or expenses incurred or paid by a director, officer, or controlling person of
  the registrant in the successful defense of any action, suit, or proceeding) is
  asserted by such director, officer, or controlling person in connection with
  the securities being registered, the registrant will, unless in the opinion of
  its counsel the matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such indemnification by
  it isagainst public policy as expressed in the Act and will be governed by the
  final adjudication of such issue.
  
                                        5
  6
                                     SIGNATURES
  
                   Pursuant to the requirements of the Securities Act of 1933,
  the registrant certifies that it is has reasonable grounds to believe that it
  meets all the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Jackson, State of Mississippi on January 27,
  1998.
  
                                                WORLDCOM, INC.
  
                                                By:   /s/ Scott D. Sullivan 
                                                    ----------------------------
                                                      Scott D. Sullivan
                                                      Chief Financial Officer
  
                                 POWER OF ATTORNEY
  
            Each person whose signature appears below hereby constitutes and
  appoints Bernard J. Ebbers, John W. Sidgmore, Scott D. Sullivan, and Charles T.
  Cannada, and each of them (with full power to each of them to act alone), his
  true and lawful attorneys in fact and agents for him and on his behalf and in
  his name, place and stead, in any and all capacities to sign any and all
  amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with exhibits and any and all other documents
  filed with respect thereto, with the Securities and Exchange Commission (or any
  other governmental or regulatory authority), granting unto said attorneys, and
  each of them, full power and authority to do and to perform each and every act
  and thing requisite and necessary to be done in and about the premises in order
  to effectuate the same as fully to all intents and purposes as he himself might
  or could do if personally present, hereby ratifying and confirming all that
  said attorneys in fact and agents, or any of them, may lawfully do or cause to
  be done by virtue hereof.
  
                   Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Name                                             Title                                  Date
             ----                                             -----                                  ----
  /s/ Carl J. Aycock                                         Director                            January 27, 1998
  -------------------------------------------                                                            
              Carl J. Aycock
  
  /s/ Max E. Bobbitt                                         Director                           January 27, 1998
  -------------------------------------------                                                           
              Max E. Bobbitt
  
  /s/ Bernard J. Ebbers                                      Director, President and            January 27, 1998
  -------------------------------------------                Chief Executive Officer                      
              Bernard J. Ebbers                             (Principal Executive Officer)
                                                                                                  
  
  /s/ Francesco Galesi                                       Director                           January 27, 1998
  -------------------------------------------                                                                     
              Francesco Galesi
  6
  7
  Name                                  Title                                 Date
                   ----                                  -----                                 ----
  /s/ Richard R. Jaros                                Director                           January 27, 1998
  ------------------------------------------                                                                     
                 Richard R. Jaros
  
  /s/ Stiles A. Kellett, Jr.                          Director                           January 27, 1998
  -----------------------------------------
                 Stiles A. Kellett, Jr.
  
  /s/ David C. McCourt                                Director                           January 27, 1998
  -----------------------------------------
                 David C. McCourt
  
  /s/ John A. Porter                                  Director                           January 27, 1998
  -----------------------------------------
                 John A. Porter
  
  /s/ John W. Sidgmore                                Director                           January 27, 1998
  -----------------------------------------
                John W. Sidgmore
  
  /s/ Scott D. Sullivan                               Director and Chief Financial       January 27, 1998
  -----------------------------------------           Officer (Principal Financial
                 Scott D. Sullivan                    Officer and Principal              
                                                      Accounting Officer)                
                                                                                              
  
  /s/ Lawrence C. Tucker                              Director                           January 27, 1998
  -----------------------------------------
                 Lawrence C. Tucker
  7
  8
                                   EXHIBIT INDEX
  EXHIBIT
  NUMBER                            DESCRIPTION
  -------                           -----------
  4.1                    Second Amended and Restated Articles of Incorporation of WorldCom (including
                           preferred stock designations) as of December 31, 1996 (incorporated herein by
                           reference to Exhibit 3.1 to the Current Report on Form 8-K of WorldCom (File No.
                           0-11258) dated December 31, 1996 (filed January 15, 1997))
    
    4.2                    Restated Bylaws of WorldCom (incorporated herein by reference to Exhibit 4.2 to
                           the Annual Report on Form 10-K filed by WorldCom (File No. 0-11258) for the fiscal
                           year ended December 31, 1996)
    
    4.3                    Form of Deposit Agreement between WorldCom, The Bank of New York and the holders
                           from time to time of the Depositary Shares representing 1/100 of a share of
                           WorldCom Series A Preferred Stock (the "WorldCom Depositary Shares") (incorporated
                           herein by reference to Exhibit 4.5 to Registrant Statement on Form S-4 filed by
                           WorldCom (Registration No. 333-16015))
    
    4.4                    Form of certificate representing WorldCom Depositary Shares (incorporated herein
                           by reference to Exhibit A to the Deposit Agreement filed as Exhibit 4.5 to
                           Registration Statement on Form S-4 filed by WorldCom (Registration No. 333-16015))
  
    4.5                    Rights Agreement dated as of August 25, 1996 between the Company and The Bank of
                           New York, which includes the form of Certificate of Designations, setting forth
                           the terms of the Series 3 Junior Participating Preferred Stock, par value $.01 per
                           share, as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary
                           of Preferred Stock Purchase Rights as Exhibit C (incorporated herein by reference
                           to Exhibit 4 to the Current Report on Form 8-K dated August 26, 1996 (as amended
                           on Form 8 K/A filed August 31, 1996) filed by the Company with the Securities and
                           Exchange Commission on August 26, 1996 (as amended on Form 8 K/A filed on August
                           31, 1996) File No. 0-11258))
  
    4.6                    Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by and between
                           WorldCom, Inc. and The Bank of New York, as Rights Agreement (incorporated herein
                           by reference to Exhibit 4.2 of WorldCom's Current Report on Form 8-K dated May 22,
                           1997 (filed June 5, 1997))
  
    5.1                    Opinion of William E. Anderson as to the legality of the Securities to be issued
  
   23.1                    Consent of Arthur Anderson LLP
  
   23.2                    Consent of Coopers & Lybrand LLP
  
   23.3                    Consent of Arthur Andersen LLP
  
   23.4                    Consent of Arthur Andersen LLP
  
   23.5                    Consent of Price Waterhouse LLP
  
   23.6                    Consent of William E. Anderson, Esq. (included in Exhibit 5.1)
  
   24.1                    Power of Attorney (included in Signature Pages)