content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on August 31, 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, INC. 401(K) SALARY SAVINGS PLAN (F/K/A LDDS SALARY SAVINGS PLAN)
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                              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 to                               offering price per       aggregate offering     Amount of registration
      be registered(1)         Amount to be registered      share(2)                 price(2)                     fee
  -------------------------- ------------------------ ------------------------ ------------------------ ------------------------
  <S>                        <C>                      <C>                      <C>                      <C>
  Common stock, $0.01 par           3,200,000
  value, and associated             shares(4)                 $47.9688              $153,500,000                $45,283
  preferred stock purchase
  rights(3)
  -------------------------- ------------------------ ------------------------ ------------------------ ------------------------
  </TABLE>
  ----------
  
  1      Pursuant to Rule 416(c) under the Securities Act of 1933, this
         registration statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee benefit plan described
         herein.
  
  2      Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
         of determining the registration fee. Proposed maximum offering price
         represents the average of the high and low prices for the Registrant's
         Common Stock reported on the Nasdaq National Market on August 28, 1998.
  
  3      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.
  
  4      This Registration Statement also covers such additional shares of common
         stock as may be issuable pursuant to antidilution provisions.
  <PAGE>   2
  
  
           This Registration Statement registers additional securities of the same
  class as other securities for which a registration statement filed on this form
  relating to the same employee benefit plan is effective. Consequently, pursuant
  to General Instruction E of Form S-8, the contents of the Registration Statement
  on Form S-8 filed by WorldCom, Inc. (the "Company") and the WorldCom, Inc.
  401(k) Salary Savings Plan (f/k/a LDDS Salary Savings Plan) (the "Plan") on
  November 9, 1993, Registration No. 33-71450, are incorporated by reference into
  this Registration Statement.
  
  Item 3.  Incorporation Of Certain Documents By Reference
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") by the Company (formerly Resurgens Communications
  Group, Inc. ("Resurgens")) under File No. 0-11258 (formerly File No. 1-10415, in
  the case of Resurgens) or by the WorldCom, Inc. 401(k) Salary Savings Plan (the
  "Plan") under File No. 333-02115 pursuant to the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), are incorporated herein by reference and
  shall be deemed to be a part hereof:
  
           (1) WorldCom's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1997;
  
           (2) WorldCom's Quarterly Reports on Form 10-Q for the quarterly periods
  ended March 31, 1998 and June 30, 1998;
  
           (3) WorldCom's Current Reports on Form 8-K dated August 25, 1996 (filed
  August 26, 1996, and as amended on Forms 8-K/A filed November 4, 1996, November
  20, 1996, and December 19, 1997), November 9, 1997 (filed November 12, 1997, and
  as amended on Forms 8-K/A-1 filed on January 27, 1998, on Form 8-K/A-2 filed on
  January 28, 1998 and on Form 8-K/A-3 filed on May 28, 1998), January 29, 1998
  (filed February 12, 1998), May 28, 1998 (filed May 28, 1998), July 23, 1998
  (filed July 24, 1998), August 4, 1998 (filed August 4, 1998), August 6, 1998
  (filed August 6, 1998) and August 6, 1998 (filed August 7, 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);
  
           (6) the description of the WorldCom Series B Convertible Preferred
  Stock contained in WorldCom's Registration Statement on Form 8-A dated November
  13, 1996; and
  
           (7) the Annual Report on Form 11-K of the Plan for the year ended
  December 31, 1997.
  
           All documents filed by the Company or the Plan with the Commission
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after
  the date of this Registration Statement and prior to the termination of the
  offering of the securities registered hereby shall be deemed to be incorporated
  by reference herein and into the respective prospectus for the Plan and to be a
  part hereof and thereof from the date of filing of such documents. Any statement
  contained herein or therein or in a document incorporated or deemed to be
  incorporated by reference herein or therein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or therein or in any subsequently filed document
  which also is or is deemed to be incorporated by reference herein or therein
  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 or the prospectus.
  
  
                                         2
  <PAGE>   3
  
  
  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.
  
           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 which 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.
  
  
                                         3
  <PAGE>   4
  
  
           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.
  
  Item 8.  Exhibits
  
           See Exhibit Index.
  
           The Registrant has submitted the plan and any amendment thereto to the
           Internal Revenue Service ("IRS") in a timely manner and has made or
           will make all changes required by the IRS in order to qualify the plan.
  
  
                                         4
  
  <PAGE>   5
  
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it 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 August 31, 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, Scott D. Sullivan, and P. Bruce Borghardt, 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/ James C. Allen                                 Director                   August 31, 1998
  ------------------------------------------
       James C. Allen
  
  
  
  /s/ Carl J. Aycock                                 Director                   August 31, 1998
  ------------------------------------------
       Carl J. Aycock
  
  
  
  /s/ Max E. Bobbitt                                 Director                   August 31, 1998
  ------------------------------------------
       Max E. Bobbitt
  
  /s/ Stephen M. Case                                Director                   August 31, 1998
  ------------------------------------------
        Stephen M. Case
  
  
  </TABLE>
  
                                         5
  <PAGE>   6
  <TABLE>
  <CAPTION>
               Name                                   Title                         Date
               ----                                   -----                         ----
  
  
  <S>                                               <C>                            <C> 
  /s/ Bernard J. Ebbers                               Director, President and        August 31, 1998
  --------------------------------------------        Chief Executive Officer
         Bernard J. Ebbers                            
  
  
  /s/ Francesco Galesi                                Director                       August 31, 1998
  --------------------------------------------
         Francesco Galesi
  
  
  
  /s/ Stiles A. Kellett, Jr.                          Director                       August 31, 1998
  --------------------------------------------
         Stiles A. Kellett, Jr.
  
  
  
  /s/ John A. Porter                                  Director                       August 31, 1998
  --------------------------------------------
         John A. Porter
  
  
  
  /s/ John W. Sidgmore                                Director                       August 31, 1998 
  --------------------------------------------        
         John W. Sidgmore                             
                                                                                                     
                                                                                                     
                                                                                                     
  /s/ Scott D. Sullivan                               Director and Chief Financial   August 31, 1998 
  --------------------------------------------        Officer (Principal Financial                   
         Scott D. Sullivan                            Officer and Principal                          
                                                      Accounting Officer)                            
                                                                                                     
                                                                                                     
  /s/ Lawrence C. Tucker                              Director                       August 31, 1998 
  --------------------------------------------                                                       
         Lawrence C. Tucker                                                                          
  </TABLE>
                                         6
  
  <PAGE>   7
  
  
  
  
           The Plan. Pursuant to the requirements of the Securities Act of 1933,
  the Plan 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 August 31, 1998.
  
                                      WORLDCOM, INC. 401(k) SALARY SAVINGS PLAN
  
  
                                      By:  /s/ Scott D. Sullivan
                                           -------------------------------------
                                               Scott D. Sullivan, Trustee
  
                                         7
  
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  <TABLE>
  <CAPTION>
  
     EXHIBIT
      NUMBER              DESCRIPTION
     -------              -----------
     <S>         <C>
      23.1       Consent of Arthur Andersen LLP
      23.2       Consent of PricewaterhouseCoopers LLP
      23.3       Consent of Arthur Andersen LLP
      23.4       Consent of Arthur Andersen LLP
      23.5       Consent of PricewaterhouseCoopers LLP
      23.6       Consent of KPMG Peat Marwick LLP
      24.1       Power of Attorney (included in Signature Pages)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 - 401(K) SALARY SAVINGS PLAN", "secsgml_size_bytes": 23055}]
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": "333-62613", "film-number": "98701941"}, "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 August 31, 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, INC. 401(K) SALARY SAVINGS PLAN (F/K/A LDDS SALARY SAVINGS PLAN)
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                              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 to                               offering price per       aggregate offering     Amount of registration
      be registered(1)         Amount to be registered      share(2)                 price(2)                     fee
  -------------------------- ------------------------ ------------------------ ------------------------ ------------------------
  Common stock, $0.01 par           3,200,000
  value, and associated             shares(4)                 $47.9688              $153,500,000                $45,283
  preferred stock purchase
  rights(3)
  -------------------------- ------------------------ ------------------------ ------------------------ ------------------------
  ----------
  
  1      Pursuant to Rule 416(c) under the Securities Act of 1933, this
         registration statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee benefit plan described
         herein.
  
  2      Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
         of determining the registration fee. Proposed maximum offering price
         represents the average of the high and low prices for the Registrant's
         Common Stock reported on the Nasdaq National Market on August 28, 1998.
  
  3      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.
  
  4      This Registration Statement also covers such additional shares of common
         stock as may be issuable pursuant to antidilution provisions.
  2
  
           This Registration Statement registers additional securities of the same
  class as other securities for which a registration statement filed on this form
  relating to the same employee benefit plan is effective. Consequently, pursuant
  to General Instruction E of Form S-8, the contents of the Registration Statement
  on Form S-8 filed by WorldCom, Inc. (the "Company") and the WorldCom, Inc.
  401(k) Salary Savings Plan (f/k/a LDDS Salary Savings Plan) (the "Plan") on
  November 9, 1993, Registration No. 33-71450, are incorporated by reference into
  this Registration Statement.
  
  Item 3.  Incorporation Of Certain Documents By Reference
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") by the Company (formerly Resurgens Communications
  Group, Inc. ("Resurgens")) under File No. 0-11258 (formerly File No. 1-10415, in
  the case of Resurgens) or by the WorldCom, Inc. 401(k) Salary Savings Plan (the
  "Plan") under File No. 333-02115 pursuant to the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), are incorporated herein by reference and
  shall be deemed to be a part hereof:
  
           (1) WorldCom's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1997;
  
           (2) WorldCom's Quarterly Reports on Form 10-Q for the quarterly periods
  ended March 31, 1998 and June 30, 1998;
  
           (3) WorldCom's Current Reports on Form 8-K dated August 25, 1996 (filed
  August 26, 1996, and as amended on Forms 8-K/A filed November 4, 1996, November
  20, 1996, and December 19, 1997), November 9, 1997 (filed November 12, 1997, and
  as amended on Forms 8-K/A-1 filed on January 27, 1998, on Form 8-K/A-2 filed on
  January 28, 1998 and on Form 8-K/A-3 filed on May 28, 1998), January 29, 1998
  (filed February 12, 1998), May 28, 1998 (filed May 28, 1998), July 23, 1998
  (filed July 24, 1998), August 4, 1998 (filed August 4, 1998), August 6, 1998
  (filed August 6, 1998) and August 6, 1998 (filed August 7, 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);
  
           (6) the description of the WorldCom Series B Convertible Preferred
  Stock contained in WorldCom's Registration Statement on Form 8-A dated November
  13, 1996; and
  
           (7) the Annual Report on Form 11-K of the Plan for the year ended
  December 31, 1997.
  
           All documents filed by the Company or the Plan with the Commission
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after
  the date of this Registration Statement and prior to the termination of the
  offering of the securities registered hereby shall be deemed to be incorporated
  by reference herein and into the respective prospectus for the Plan and to be a
  part hereof and thereof from the date of filing of such documents. Any statement
  contained herein or therein or in a document incorporated or deemed to be
  incorporated by reference herein or therein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or therein or in any subsequently filed document
  which also is or is deemed to be incorporated by reference herein or therein
  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 or the prospectus.
  
                                         2
  3
  
  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.
  
           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 which 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.
  
                                         3
  4
  
           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.
  
  Item 8.  Exhibits
  
           See Exhibit Index.
  
           The Registrant has submitted the plan and any amendment thereto to the
           Internal Revenue Service ("IRS") in a timely manner and has made or
           will make all changes required by the IRS in order to qualify the plan.
  
                                         4
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it 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 August 31, 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, Scott D. Sullivan, and P. Bruce Borghardt, 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/ James C. Allen                                 Director                   August 31, 1998
  ------------------------------------------
       James C. Allen
  
  /s/ Carl J. Aycock                                 Director                   August 31, 1998
  ------------------------------------------
       Carl J. Aycock
  
  /s/ Max E. Bobbitt                                 Director                   August 31, 1998
  ------------------------------------------
       Max E. Bobbitt
  
  /s/ Stephen M. Case                                Director                   August 31, 1998
  ------------------------------------------
        Stephen M. Case
  5
  6
  Name                                   Title                         Date
               ----                                   -----                         ----
  /s/ Bernard J. Ebbers                               Director, President and        August 31, 1998
  --------------------------------------------        Chief Executive Officer
         Bernard J. Ebbers                            
  
  /s/ Francesco Galesi                                Director                       August 31, 1998
  --------------------------------------------
         Francesco Galesi
  
  /s/ Stiles A. Kellett, Jr.                          Director                       August 31, 1998
  --------------------------------------------
         Stiles A. Kellett, Jr.
  
  /s/ John A. Porter                                  Director                       August 31, 1998
  --------------------------------------------
         John A. Porter
  
  /s/ John W. Sidgmore                                Director                       August 31, 1998 
  --------------------------------------------        
         John W. Sidgmore                             
                                                                                                     
                                                                                                     
                                                                                                     
  /s/ Scott D. Sullivan                               Director and Chief Financial   August 31, 1998 
  --------------------------------------------        Officer (Principal Financial                   
         Scott D. Sullivan                            Officer and Principal                          
                                                      Accounting Officer)                            
                                                                                                     
                                                                                                     
  /s/ Lawrence C. Tucker                              Director                       August 31, 1998 
  --------------------------------------------                                                       
         Lawrence C. Tucker
  6
  7
  
           The Plan. Pursuant to the requirements of the Securities Act of 1933,
  the Plan 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 August 31, 1998.
  
                                      WORLDCOM, INC. 401(k) SALARY SAVINGS PLAN
  
                                      By:  /s/ Scott D. Sullivan
                                           -------------------------------------
                                               Scott D. Sullivan, Trustee
  
                                         7
  8
  
                                    EXHIBIT INDEX
  EXHIBIT
      NUMBER              DESCRIPTION
     -------              -----------
  23.1       Consent of Arthur Andersen LLP
      23.2       Consent of PricewaterhouseCoopers LLP
      23.3       Consent of Arthur Andersen LLP
      23.4       Consent of Arthur Andersen LLP
      23.5       Consent of PricewaterhouseCoopers LLP
      23.6       Consent of KPMG Peat Marwick LLP
      24.1       Power of Attorney (included in Signature Pages)