content: <PAGE>   1
  
  
  As filed with the Securities and Exchange Commission on June 27, 1997 
                                                      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/MFS DEFERRED STOCK PURCHASE PLAN
                       WORLDCOM/MFS EMPLOYEE STOCK BONUS PLAN
                            WORLDCOM/MFS 1992 STOCK PLAN
                            WORLDCOM/MFS 1993 STOCK PLAN
                      WORLDCOM/MFS/UUNET INCENTIVE STOCK PLAN
                      WORLDCOM/MFS/UUNET EQUITY INCENTIVE PLAN
                     WORLDCOM/MFS/UUNET PERFORMANCE OPTION 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)
  
                         -------------------------------
  <PAGE>   2
  
                          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                   1,650,000               $31.0313               $45,963,302               $13,929
   $0.01 par value and            shares (3)
   associated preferred
   stock purchase rights (2)
  --------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
                   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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed
  by WorldCom, Inc. (the "Company") with respect to the WorldCom/MFS Deferred
  Stock Purchase Plan, the WorldCom/MFS Employee Stock Bonus Plan, the
  WorldCom/MFS 1992 Stock Plan, the WorldCom/MFS 1993 Stock Plan, the
  WorldCom/MFS/UUNET Incentive Stock Plan, the WorldCom/MFS/UUNET Equity
  Incentive Plan and the WorldCom/MFS/UUNET Performance Option Plan on December
  31, 1996, Registration No. 333-16015, are incorporated by reference into this
  Registration Statement.
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "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:
  
           (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;
  
           (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), December 31, 1996
                   (filed January 15, 1997), March 18, 1997 (filed March 24,
                   1997), March 26, 1997 (filed April 2, 1997) and May 22, 1997
                   (filed June 6, 1997);
  
           (4)     MFS Communications Company, Inc. Annual Report on Form 10-K
                   for the year ended December 31, 1996;
  
  
  
  
  
       -------------------------
  
                   (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 on June 24, 1997 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. Additionally, pursuant to Rule 416(c) under the
                         Securities Act of 1933, this Registration Statement also
                         covers an indeterminate amount of interests to be
                         offered and sold pursuant to the above referenced Plan.
  
                   (3)   This Registration Statement also covers such additional
                         shares of Common Stock as may be issuable pursuant to 
                         antidilution rights.
  
                                       II-1
  <PAGE>   3
           (5)     the description of WorldCom's (formerly LDDS' and 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 Amendment No. 2 of Resurgens'
                   Registration Statement on Form S-4 (File No. 33-62746), as
                   declared effective by the Securities and Exchange Commission on
                   August 11, 1993, which includes the Joint Proxy
                   Statement/Prospectus with respect to Resurgens' Annual Meeting
                   of Shareholders held on September 14, 1993, under the following
                   captions: "Proposals No. 1and 2 - The Proposed Mergers -
                   Special Redemption Provisions," "Information Regarding
                   Resurgens - Description of Resurgens Capital Stock" and "--
                   Amendments to Resurgens' Restated Articles of Incorporation --
                   LDDS Merger Agreement," and as further updated by WorldCom's
                   Current Report on Form 8-K dated and filed August 14, 1995 and
                   as further updated by the description contained in WorldCom's
                   Registration Statement on Form S-4 (File No. 333-16015), which
                   includes the Joint Proxy Statement/Prospectus dated November
                   14, 1996 under the caption " Description of WorldCom Capital
                   Stock";
  
           (6)     the description of WorldCom's Preferred Stock Purchase Rights
                   contained in WorldCom's Registration Statement on Form 8-A
                   dated August 26, 1996; and
  
           (7)     the descriptions of the WorldCom Series A Preferred Stock, the
  
                   WorldCom Series B Preferred Stock and the 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 Securities Exchange Act of 1934, as
  amended, 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
  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 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
  breach of their duty of care and other duties as directors; 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 duties, any
  business opportunity of the corporation, engaging in intentional misconduct or
  a knowing violation of law, obtaining 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 role as a director, and
  does not relieve a director from liability arising from his 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 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 is
  made a party by reason of being a director of WorldCom and for 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 a manner he believed in good
  faith to be in or not opposed to
  
  
  
  
  
                                        II-2
  <PAGE>   4
  the best interest of WorldCom and, in addition, in criminal proceedings, if he
  had no reasonable cause to believe his 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.  However, if the director is adjudged liable to
  WorldCom in a derivative action or on the basis that personal benefit was
  improperly received by him, the director is not entitled to indemnification by
  the corporation; provided that the director may be entitled to indemnification
  for reasonable expenses as determined by a court in accordance with the
  provisions of Section 14-2-854, or unless WorldCom's Second Amended and
  Restated Articles of Incorporation or Bylaws, or a contract or resolutions
  approved by WorldCom's shareholders pursuant to Section 14-2-856, authorizes
  indemnification.
  
           Section 14-2-852 of the Georgia Code provides that unless limited by
  the articles of incorporation, 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.  Conversely, if the
  charges made in any action are sustained, the determination of whether the
  required standard of conduct has been met will be made, in accordance with the
  provisions of Section 14-2-855 of the Georgia Code, as follows:  (i) by the
  majority  vote of a quorum of the members of the board of directors not a party
  to such action at that time, (ii) if a quorum cannot be obtained, by a
  committee thereof duly designated by the board of directors, consisting of two
  or more directors not a party to such action at that time, (iii) by duly
  selected special legal counsel, or (iv) by the shareholders, but, in such
  event, the shares owned by or voted under the control of directors who are at
  the time parties to the proceeding may not be voted.
  
           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, Bylaws, general or
  specific actions by its board of directors, or by 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 Twelve 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 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 8.  EXHIBITS.
  
                   See Exhibit Index.
  
  
  
  
  
                                        II-3
  <PAGE>   5
                                     SIGNATURES
  
                   The Registrant. Pursuant to the requirements of the Securities
  Act of 1933, as amended, 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 June 27, 1997.
  
                                     WORLDCOM, INC.
  
  
  
                                     By: /s/ Scott D. Sullivan
                                        ------------------------------
                                             Scott D. Sullivan
                                             Chief Financial Officer
  
  
                   The Plan. Pursuant to the requirements of the Securities Act
  of 1933, a amended, the Administrative Committee of the Stock Bonus Plan has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned thereunto authorized, in the City of Jackson, State of Mississippi
  on June 27, 1997.
  
                                     WORLDCOM, INC. / MFS COMMUNICATIONS COMPANY,
                                     INC. EMPLOYEE STOCK BONUS PLAN
  
  
  
                                     By: /s/ Dennis Sickle
                                        -------------------------------------
                                             A member of the Administrative
                                             Committee of the Bonus Plan
  
  
                                 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 is 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                                   June 27, 1997
  -----------------------------
  Carl J. Aycock
  
  
  
  /s/ Max E. Bobbitt                                 Director                                   June 27, 1997
  -----------------------------
  Max E. Bobbitt 
  </TABLE>
  
  
  
  
                                        II-4
  <PAGE>   6
  
  <TABLE>
  <CAPTION>
  Name                                       Title                             Date
  ----                                       -----                             ----
  <S>                                        <C>                               <C>
                                             Director,
  /s/ Bernard J. Ebbers                      President and                     June 27, 1997
  ------------------------------             Chief Executive
  Bernard J. Ebbers                          Officer
  
  
  
  /s/ Francesco Galesi                       Director                          June 27, 1997
  ------------------------------
  Francesco Galesi
  
  
  /s/ Richard R. Jaros                       Director                          June 27, 1997
  ------------------------------
  Richard R. Jaros
  
  
  /s/ Stiles A. Kellett, Jr.                 Director                          June 27, 1997
  ------------------------------
  Stiles A. Kellett, Jr.
  
  
  /s/ David C. McCourt                       Director                          June 27, 1997
  ------------------------------
  David C. McCourt
  
  
  /s/ John A. Porter                         Director                          June 27, 1997
  ------------------------------
  John A. Porter
  
  
  /s/ Walter Scott, Jr.                      Director                          June 27, 1997
  ------------------------------
  Walter Scott, Jr.
  
  
  /s/ John W. Sidgmore                       Director                          June 27, 1997
  ------------------------------
  John W. Sidgmore
  
                                             Director,
                                             (Principal
  /s/ Scott D. Sullivan                      Financial Officer and             June 27, 1997
  ------------------------------             Principal Accounting
  Scott D. Sullivan                          Officer)
  
  
  
  /s/ Lawrence C. Tucker                     Director                          June 27, 1997
  ------------------------------
  Lawrence C. Tucker
  
  
  /s/ Michael B. Yanney                      Director                          June 27, 1997
  ------------------------------
  Michael B. Yanney
  </TABLE>
  
  
  
  
  
                                       II-5
  <PAGE>   7
                                  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 P. Bruce Borghardt as to the legality of the Securities
               to be issued                                                         ----------
  
      10.1     WorldCom/MFS 1995 Deferred Stock Purchase Plan, WorldCom/MFS
               Employee Stock Bonus Plan, WorldCom/MFS 1992 Stock Plan,
               WorldCom/MFS 1993 Stock Plan, WorldCom/MFS/UUNET 1995 Performance
               Option Plan, WorldCom/MFS/UUNET Equity Incentive Plan, and the
               WorldCom/MFS/UUNET Incentive Stock Plan (incorporated herein by
               reference to exhibits 10.13, 10.14, 10.15, 10.16, 10.17, 10.18 and
               10.19, respectively, to WorldCom's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996)
  </TABLE>
  
  
  
  
  
                                       E-1
  <PAGE>   8
    EXHIBIT
     NUMBER                                        DESCRIPTION
  
      23.1     Consent  of Arthur Andersen LLP           
                                                         ----
  
      23.2     Consent of Coopers & Lybrand L.L.P.       
                                                         ----
  
      23.3     Consent  of Arthur Andersen LLP           
                                                         ----
  
      23.4     Consent  of Arthur Andersen LLP           
                                                         ----
  
      23.5     Consent of P. Bruce Borghardt, Esq. (Included in Exhibit 5.1)
  
      24.1     Power of Attorney (included in Signature Pages)
  
  
  WorldCom will submit the Stock Bonus Plan to the Internal Revenue Service
  ("IRS") in a timely manner and will make all changes required by the IRS in
  order to qualify the Stock Bonus Plan under Section 401(a) of the Internal
  Revenue Code of 1986, as amended.
  
  
  
  
  
                                        E-2
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26639}]
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": "333-30281", "film-number": "97632085"}, "business-address": {"street1": "515 EAST AMITE ST", "city": "JACKSON", "state": "MS", "zip": "39201-2702", "phone": "6013608671"}, "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 June 27, 1997 
                                                      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/MFS DEFERRED STOCK PURCHASE PLAN
                       WORLDCOM/MFS EMPLOYEE STOCK BONUS PLAN
                            WORLDCOM/MFS 1992 STOCK PLAN
                            WORLDCOM/MFS 1993 STOCK PLAN
                      WORLDCOM/MFS/UUNET INCENTIVE STOCK PLAN
                      WORLDCOM/MFS/UUNET EQUITY INCENTIVE PLAN
                     WORLDCOM/MFS/UUNET PERFORMANCE OPTION 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)
  
                         -------------------------------
  2
  
                          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                   1,650,000               $31.0313               $45,963,302               $13,929
   $0.01 par value and            shares (3)
   associated preferred
   stock purchase rights (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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed
  by WorldCom, Inc. (the "Company") with respect to the WorldCom/MFS Deferred
  Stock Purchase Plan, the WorldCom/MFS Employee Stock Bonus Plan, the
  WorldCom/MFS 1992 Stock Plan, the WorldCom/MFS 1993 Stock Plan, the
  WorldCom/MFS/UUNET Incentive Stock Plan, the WorldCom/MFS/UUNET Equity
  Incentive Plan and the WorldCom/MFS/UUNET Performance Option Plan on December
  31, 1996, Registration No. 333-16015, are incorporated by reference into this
  Registration Statement.
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "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:
  
           (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;
  
           (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), December 31, 1996
                   (filed January 15, 1997), March 18, 1997 (filed March 24,
                   1997), March 26, 1997 (filed April 2, 1997) and May 22, 1997
                   (filed June 6, 1997);
  
           (4)     MFS Communications Company, Inc. Annual Report on Form 10-K
                   for the year ended December 31, 1996;
  
       -------------------------
  
                   (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 on June 24, 1997 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. Additionally, pursuant to Rule 416(c) under the
                         Securities Act of 1933, this Registration Statement also
                         covers an indeterminate amount of interests to be
                         offered and sold pursuant to the above referenced Plan.
  
                   (3)   This Registration Statement also covers such additional
                         shares of Common Stock as may be issuable pursuant to 
                         antidilution rights.
  
                                       II-1
  3
           (5)     the description of WorldCom's (formerly LDDS' and 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 Amendment No. 2 of Resurgens'
                   Registration Statement on Form S-4 (File No. 33-62746), as
                   declared effective by the Securities and Exchange Commission on
                   August 11, 1993, which includes the Joint Proxy
                   Statement/Prospectus with respect to Resurgens' Annual Meeting
                   of Shareholders held on September 14, 1993, under the following
                   captions: "Proposals No. 1and 2 - The Proposed Mergers -
                   Special Redemption Provisions," "Information Regarding
                   Resurgens - Description of Resurgens Capital Stock" and "--
                   Amendments to Resurgens' Restated Articles of Incorporation --
                   LDDS Merger Agreement," and as further updated by WorldCom's
                   Current Report on Form 8-K dated and filed August 14, 1995 and
                   as further updated by the description contained in WorldCom's
                   Registration Statement on Form S-4 (File No. 333-16015), which
                   includes the Joint Proxy Statement/Prospectus dated November
                   14, 1996 under the caption " Description of WorldCom Capital
                   Stock";
  
           (6)     the description of WorldCom's Preferred Stock Purchase Rights
                   contained in WorldCom's Registration Statement on Form 8-A
                   dated August 26, 1996; and
  
           (7)     the descriptions of the WorldCom Series A Preferred Stock, the
  
                   WorldCom Series B Preferred Stock and the 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 Securities Exchange Act of 1934, as
  amended, 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
  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 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
  breach of their duty of care and other duties as directors; 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 duties, any
  business opportunity of the corporation, engaging in intentional misconduct or
  a knowing violation of law, obtaining 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 role as a director, and
  does not relieve a director from liability arising from his 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 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 is
  made a party by reason of being a director of WorldCom and for 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 a manner he believed in good
  faith to be in or not opposed to
  
                                        II-2
  4
  the best interest of WorldCom and, in addition, in criminal proceedings, if he
  had no reasonable cause to believe his 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.  However, if the director is adjudged liable to
  WorldCom in a derivative action or on the basis that personal benefit was
  improperly received by him, the director is not entitled to indemnification by
  the corporation; provided that the director may be entitled to indemnification
  for reasonable expenses as determined by a court in accordance with the
  provisions of Section 14-2-854, or unless WorldCom's Second Amended and
  Restated Articles of Incorporation or Bylaws, or a contract or resolutions
  approved by WorldCom's shareholders pursuant to Section 14-2-856, authorizes
  indemnification.
  
           Section 14-2-852 of the Georgia Code provides that unless limited by
  the articles of incorporation, 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.  Conversely, if the
  charges made in any action are sustained, the determination of whether the
  required standard of conduct has been met will be made, in accordance with the
  provisions of Section 14-2-855 of the Georgia Code, as follows:  (i) by the
  majority  vote of a quorum of the members of the board of directors not a party
  to such action at that time, (ii) if a quorum cannot be obtained, by a
  committee thereof duly designated by the board of directors, consisting of two
  or more directors not a party to such action at that time, (iii) by duly
  selected special legal counsel, or (iv) by the shareholders, but, in such
  event, the shares owned by or voted under the control of directors who are at
  the time parties to the proceeding may not be voted.
  
           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, Bylaws, general or
  specific actions by its board of directors, or by 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 Twelve 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 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 8.  EXHIBITS.
  
                   See Exhibit Index.
  
                                        II-3
  5
                                     SIGNATURES
  
                   The Registrant. Pursuant to the requirements of the Securities
  Act of 1933, as amended, 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 June 27, 1997.
  
                                     WORLDCOM, INC.
  
                                     By: /s/ Scott D. Sullivan
                                        ------------------------------
                                             Scott D. Sullivan
                                             Chief Financial Officer
  
                   The Plan. Pursuant to the requirements of the Securities Act
  of 1933, a amended, the Administrative Committee of the Stock Bonus Plan has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned thereunto authorized, in the City of Jackson, State of Mississippi
  on June 27, 1997.
  
                                     WORLDCOM, INC. / MFS COMMUNICATIONS COMPANY,
                                     INC. EMPLOYEE STOCK BONUS PLAN
  
                                     By: /s/ Dennis Sickle
                                        -------------------------------------
                                             A member of the Administrative
                                             Committee of the Bonus Plan
  
                                 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 is 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                                   June 27, 1997
  -----------------------------
  Carl J. Aycock
  
  /s/ Max E. Bobbitt                                 Director                                   June 27, 1997
  -----------------------------
  Max E. Bobbitt
  II-4
  6
  Name                                       Title                             Date
  ----                                       -----                             ----
  Director,
  /s/ Bernard J. Ebbers                      President and                     June 27, 1997
  ------------------------------             Chief Executive
  Bernard J. Ebbers                          Officer
  
  /s/ Francesco Galesi                       Director                          June 27, 1997
  ------------------------------
  Francesco Galesi
  
  /s/ Richard R. Jaros                       Director                          June 27, 1997
  ------------------------------
  Richard R. Jaros
  
  /s/ Stiles A. Kellett, Jr.                 Director                          June 27, 1997
  ------------------------------
  Stiles A. Kellett, Jr.
  
  /s/ David C. McCourt                       Director                          June 27, 1997
  ------------------------------
  David C. McCourt
  
  /s/ John A. Porter                         Director                          June 27, 1997
  ------------------------------
  John A. Porter
  
  /s/ Walter Scott, Jr.                      Director                          June 27, 1997
  ------------------------------
  Walter Scott, Jr.
  
  /s/ John W. Sidgmore                       Director                          June 27, 1997
  ------------------------------
  John W. Sidgmore
  
                                             Director,
                                             (Principal
  /s/ Scott D. Sullivan                      Financial Officer and             June 27, 1997
  ------------------------------             Principal Accounting
  Scott D. Sullivan                          Officer)
  
  /s/ Lawrence C. Tucker                     Director                          June 27, 1997
  ------------------------------
  Lawrence C. Tucker
  
  /s/ Michael B. Yanney                      Director                          June 27, 1997
  ------------------------------
  Michael B. Yanney
  II-5
  7
                                  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 P. Bruce Borghardt as to the legality of the Securities
               to be issued                                                         ----------
  
      10.1     WorldCom/MFS 1995 Deferred Stock Purchase Plan, WorldCom/MFS
               Employee Stock Bonus Plan, WorldCom/MFS 1992 Stock Plan,
               WorldCom/MFS 1993 Stock Plan, WorldCom/MFS/UUNET 1995 Performance
               Option Plan, WorldCom/MFS/UUNET Equity Incentive Plan, and the
               WorldCom/MFS/UUNET Incentive Stock Plan (incorporated herein by
               reference to exhibits 10.13, 10.14, 10.15, 10.16, 10.17, 10.18 and
               10.19, respectively, to WorldCom's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1996)
  E-1
  8
    EXHIBIT
     NUMBER                                        DESCRIPTION
  
      23.1     Consent  of Arthur Andersen LLP           
                                                         ----
  
      23.2     Consent of Coopers & Lybrand L.L.P.       
                                                         ----
  
      23.3     Consent  of Arthur Andersen LLP           
                                                         ----
  
      23.4     Consent  of Arthur Andersen LLP           
                                                         ----
  
      23.5     Consent of P. Bruce Borghardt, Esq. (Included in Exhibit 5.1)
  
      24.1     Power of Attorney (included in Signature Pages)
  
  WorldCom will submit the Stock Bonus Plan to the Internal Revenue Service
  ("IRS") in a timely manner and will make all changes required by the IRS in
  order to qualify the Stock Bonus Plan under Section 401(a) of the Internal
  Revenue Code of 1986, as amended.
  
                                        E-2