content: <PAGE>   1
           As filed with the Securities and Exchange Commission on August 17, 1999
                                                        Registration No. _________
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C. 20549
  
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                               -----------------------
  
                                 MCI 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.)
  
                              500 CLINTON CENTER DRIVE
                             CLINTON, MISSISSIPPI 39056
                            (Address, including zip code,
                    of registrant's principal executive offices)
  
  
  
                      MCI WORLDCOM, INC. 1999 STOCK OPTION PLAN
  --------------------------------------------------------------------------------
                             (Full title of the plan(s))
  
                              P. BRUCE BORGHARDT, ESQ.
                                 MCI 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)
  
                           -------------------------------
  
  <TABLE>
  <CAPTION>
                                                    CALCULATION OF REGISTRATION FEE
  
  ================================================================================================================================
                                                            Proposed maximum         Proposed maximum
    Title of securities to be                              offering price per       aggregate offering     Amount of registration
            registered           Amount to be registered        share(1)                 price(1)                   fee
  ============================== ======================== ====================== ======================== ========================
  <S>                            <C>                      <C>                    <C>                      <C>
  Common stock, $0.01 par              75,000,000
  value, and associated                 shares(3)               $75.7188              $5,678,910,000            $1,578,737
  preferred stock purchase
  rights(2)
  ============================== ======================== ====================== ======================== ========================
  </TABLE>
  
  -------------
  
  (1)      Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
           of determining the registration fee. Proposed maximum offering price
           represents the average high and low reported market prices of the
           Registrant's Common Stock on August 10, 1999 with respect to securities
           for which options have not been granted.
  
  (2)      Each share of Common Stock also represents one preferred stock purchase
           right. Preferred stock purchase rights cannot trade separately from the
           underlying common stock and, therefore, do not carry a separate price
           or necessitate an additional filing fee.
  
  (3)      This Registration Statement also covers such additional shares of
           Common Stock as may be issuable pursuant to antidilution provisions.
  <PAGE>   2
  
  
                                       PART II
                             INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") by MCI WORLDCOM, Inc. ("MCI WorldCom" or the
  "Company") (formerly Resurgens Communications Group, Inc.) under File No.
  000-11258 (formerly File No. 1-10415, in the case of Resurgens) 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.  The Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1998 (the "MCI WorldCom 1998 Form 10-K");
  
           2.  The Company's Quarterly Report on Form 10-Q for the quarterly
               periods ended March 31, 1999 and June 30, 1999;
  
           3.  MCI WorldCom's Current Report on Form 8-K/A dated August 26, 1996
               (filed December 19, 1997), Form 8-K/A-3 dated November 9, 1997
               (filed May 28, 1998) and Form 8-K dated July 12, 1999 (filed July
               12, 1999)
  
           4.  The description of the Company'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 the Company'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 the Company's Special Meeting of
               Shareholders held on December 20, 1996, under the following
               captions: "Description of WorldCom Capital Stock" and "Comparative
               Rights of Shareholders" and the descriptions contained in the
               Company's Proxy Statement dated April 23, 1999 under the following
               captions: "Approval of Amendment to Second Amended and Restated
               Articles of Incorporation, as Amended, To Increase Authorized
               Shares of Common Stock" and "Future Proposals of Security Holders."
  
           5.  The description of the Company's Preferred Stock Purchase Rights
               contained in the Company's Registration Statement on Form 8-A dated
               August 26, 1996, as updated by the Company's Current Report on Form
               8-K dated May 22, 1997 (filed June 6, 1997); and
  
           6.  The description of the Company's Series B Convertible Preferred
               Stock contained in the Company's Registration Statement on Form 8-A
               dated November 13, 1996.
  
           All documents filed by MCI WorldCom with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 or
  the prospectus.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
                                         2
  <PAGE>   3
  
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
  "Georgia Code") provides that 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 the Company 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 the Company's Second Amended and
  Restated Articles of Incorporation, as amended, 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
  the Company 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 the
  Company 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 and whether formal or informal (including,
  subject to certain limitations, civil actions brought as derivative actions by
  or in the right of the Company) in which he or she is made a party by reason of
  being a director of the Company and of directors who, at the request of the
  Company, 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 disinterested directors; (ii) a duly designated committee
  of disinterested 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 do not qualify as disinterested directors.
  
           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,
  
  
                                         3
  <PAGE>   4
  provided that such director delivers to the corporation a written affirmation of
  his or her good faith belief that he or she met the relevant standard of conduct
  described in Section 14-2-851 of the Georgia Code, or that the proceeding
  involves conduct for which such director's liability has been properly
  eliminated by action of the corporation, and a written undertaking by the
  director to repay any funds advanced if it is ultimately determined that such
  director was not entitled to such indemnification. Section 14-2-852 of the
  Georgia Code provides that directors who are successful with respect to any
  claim brought against them, which claim is brought because they are or were
  directors of the Company, are entitled to mandatory indemnification against
  reasonable expenses incurred in connection therewith.
  
           The Georgia Code also allows a Georgia corporation to indemnify
  directors made a party to a proceeding without regard to the above-referenced
  limitations, if authorized by the articles of incorporation or a bylaw,
  contract, or resolution duly adopted by a vote of the shareholders of the
  corporation by a majority of votes entitled to be cast, excluding shares owned
  or voted under the control of the director or directors who are not
  disinterested, and to advance funds to pay for or reimburse reasonable expenses
  incurred in the defense thereof, subject to restrictions similar to the
  restrictions described in the preceding paragraph; provided, however, that the
  corporation may not indemnify a director adjudged liable (1) for any
  appropriation, in violation of his or her duties, of any business opportunity of
  the Company, (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 the
  Company (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, the Company may, as provided by either the
  Company's Second Amended and Restated Articles of Incorporation, as amended, the
  Company's Restated 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 the Company's Restated
  Bylaws and Article Twelve of the Company's Second Amended and Restated Articles
  of Incorporation, as amended, are consistent with the foregoing provisions of
  the Georgia Code. However, the Company's Second Amended and Restated Articles of
  Incorporation, as amended, prohibit indemnification of a director who did not
  believe in good faith that his or her actions were in, or not opposed to, the
  Company's best interests, or to have improperly received a personal benefit, or
  in the case of a criminal proceeding, if such director had reasonable cause to
  believe his or her conduct was unlawful, or in the case of a proceeding by or in
  the right of the Company, in which such director was adjudged liable to the
  Company, unless a court shall determine that the director is fairly and
  reasonably entitled to indemnification in view of all the circumstances. The
  Company's Restated Bylaws extend the indemnification available to officers under
  the Georgia Code to employees and agents.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Reference is made to the Exhibit Index.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
  
                                         4
  <PAGE>   5
  
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high end of the estimated
                                      maximum offering range may be reflected in
                                      the form of prospectus filed with the
                                      Commission pursuant to 424(b) if, in the
                                      aggregate, the changes in volume and price
                                      represent no more than a 20 percent change
                                      in the maximum aggregate offering price set
                                      forth in the "Calculation of Registration
                                      Fee" table in the effective registration
                                      statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                                      provided, however, that paragraphs (a)(1)(i)
                                      and (a)(1)(ii) do not apply if the
                                      registration statement is on Form S-3 or
                                      Form S-8, and the information required to be
                                      included in a post-effective amendment by
                                      those paragraphs is contained in periodic
                                      reports filed with or furnished to the
                                      Commission by the registrant pursuant to
                                      Section 13 or section 15(d) of the
                                      Securities Exchange Act of 1934 that are
                                      incorporated by reference in the
                                      registration statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offerings of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Act and is
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than payment by the registrant or expenses incurred or
  paid by a director, officer, or controlling person of the registrant in the
  successful defense of any action, suit, or proceeding) is asserted by such
  director, officer, or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
                                         5
  <PAGE>   6
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it 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 Clinton, State of Mississippi on August 17, 1999.
  
                                                    MCI 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 Charles T. Cannada, and each
  of them (with full power to each of them to act alone), his true and lawful
  attorneys in fact and agents for him and on his behalf and in his name, place
  and stead, in any and all capacities to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with exhibits and any and all other documents filed with respect thereto, with
  the Securities and Exchange Commission (or any other governmental or regulatory
  authority), granting unto said attorneys, and each of them, full power and
  authority to do and to perform each and every act and thing requisite and
  necessary to be done in and about the premises in order to effectuate the same
  as fully to all intents and purposes as he himself might or could do if
  personally present, hereby ratifying and confirming all that said attorneys in
  fact and agents, or any of them, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Name                                                       Title                             Date
  ----                                                       -----                             ----
  <S>                                                        <C>                               <C>
  /s/ Clifford L. Alexander, Jr.                             Director                          August 17, 1999
  ------------------------------
  Clifford L. Alexander, Jr.
  
  /s/ James C. Allen                                         Director                          August 17, 1999
  ------------------
  James C. Allen
  
  /s/ Judith Areen                                           Director                          August 17, 1999
  ----------------
  Judith Areen
  
  /s/ Carl J. Aycock                                         Director                          August 17, 1999
  ------------------
  Carl J. Aycock
  
  /s/ Max E. Bobbitt                                         Director                          August 17, 1999
  ------------------
  Max E. Bobbitt
  
  /s/ Bernard J. Ebbers                                      Director, President and           August 17, 1999
  ---------------------                                      Chief Executive Officer
  Bernard J. Ebbers                                          (Principal Executive Officer)
  </TABLE>
  
  
                                         6
  <PAGE>   7
  
  <TABLE>
  <S>                                                        <C>                               <C>
  /s/ Francesco Galesi                                       Director                          August 17, 1999
  --------------------
  Francesco Galesi
  
  /s/ Stiles A. Kellett, Jr.                                 Director                          August 17, 1999
  --------------------------
  Stiles A. Kellett, Jr.
  
  /s/ Gordon S. Macklin                                      Director                          August 17, 1999
  ---------------------
  Gordon S. Macklin
  
  /s/ John A. Porter                                         Director                          August 17, 1999
  ------------------
  John A. Porter
  
  /s/ Timothy F. Price                                       Director                          August 17, 1999
  --------------------
  Timothy F. Price
  
  /s/ Bert C. Roberts, Jr.                                   Chairman of the Board             August 17, 1999
  ------------------------
  Bert C. Roberts, Jr.
  
  /s/ John W. Sidgmore                                       Director                          August 17, 1999
  --------------------
  John W. Sidgmore
  
  /s/ Scott D. Sullivan                                      Director and Chief Financial      August 17, 1999
  ---------------------                                      Officer (Principal Financial
  Scott D. Sullivan                                          Officer and Principal
                                                             Accounting Officer)
  
  /s/ Lawrence C. Tucker                                     Director                          August 17, 1999
  ----------------------
  Lawrence C. Tucker
  
  /s/ Juan Villalonga                                        Director                          August 17, 1999
  -------------------
  Juan Villalonga
  </TABLE>
  
  
                                         7
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
           Exhibit
           Number                                Description
           -------                               -----------
  <S>                        <C>
           4.1               Second Amended and Restated Articles of Incorporation
                             of MCI WORLDCOM, Inc. (including preferred stock
                             designations) as amended as of May 20, 1999
                             (incorporated herein by reference to Exhibit 4.1 to
                             the Company's Quarterly Report on Form 10-Q for the
                             quarterly period ended June 30, 1999) (File No.
                             0-11258)
  
           4.2               Restated Bylaws of MCI WORLDCOM, Inc. (incorporated
                             herein by reference to Exhibit 3.2 to the Company's
                             Current Report on Form 8-K dated September 14, 1998)
                             (filed September 29, 1998)) (File No. 0-11258)
  
           4.3               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))
  
           4.4               Amendment No. 1 to Rights Agreement dated as of May
                             22, 1997 by and between MCI WORLDCOM, Inc. and The
                             Bank of New York, as Rights Agreement (incorporated
                             herein by reference to Exhibit 4.2 of the Company'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              MCI WORLDCOM, Inc. 1999 Stock Option Plan
                             (compensatory Plan)
  
           23.1              Consent of Arthur Andersen LLP
  
           23.2              Consent of PricewaterhouseCoopers LLP
  
           23.3              Consent of KPMG LLP
  
           23.4              Consent of Arthur Andersen LLP
  
           23.5              Consent of P. Bruce Borghardt (included in Exhibit
                             5.1)
  
           24.1              Power of Attorney (included in Signature Pages)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31126}]
metadata_filer: {"company-data": {"conformed-name": "MCI WORLDCOM INC", "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": "333-85389", "film-number": "99694632"}, "business-address": {"street1": "500 CLINTON CENTER DRIVE", "city": "CLINTON", "state": "MS", "zip": "39056", "phone": "6014605600"}, "former-company": [{"former-conformed-name": "WORLDCOM INC /GA/", "date-changed": "19970127"}, {"former-conformed-name": "LDDS COMMUNICATIONS INC /GA/", "date-changed": "19930916"}, {"former-conformed-name": "RESURGENS COMMUNICATIONS GROUP INC", "date-changed": "19920703"}]}
text: 1
           As filed with the Securities and Exchange Commission on August 17, 1999
                                                        Registration No. _________
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C. 20549
  
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                               -----------------------
  
                                 MCI 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.)
  
                              500 CLINTON CENTER DRIVE
                             CLINTON, MISSISSIPPI 39056
                            (Address, including zip code,
                    of registrant's principal executive offices)
  
                      MCI WORLDCOM, INC. 1999 STOCK OPTION PLAN
  --------------------------------------------------------------------------------
                             (Full title of the plan(s))
  
                              P. BRUCE BORGHARDT, ESQ.
                                 MCI 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 be                              offering price per       aggregate offering     Amount of registration
            registered           Amount to be registered        share(1)                 price(1)                   fee
  ============================== ======================== ====================== ======================== ========================
  Common stock, $0.01 par              75,000,000
  value, and associated                 shares(3)               $75.7188              $5,678,910,000            $1,578,737
  preferred stock purchase
  rights(2)
  ============================== ======================== ====================== ======================== ========================
  -------------
  
  (1)      Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
           of determining the registration fee. Proposed maximum offering price
           represents the average high and low reported market prices of the
           Registrant's Common Stock on August 10, 1999 with respect to securities
           for which options have not been granted.
  
  (2)      Each share of Common Stock also represents one preferred stock purchase
           right. Preferred stock purchase rights cannot trade separately from the
           underlying common stock and, therefore, do not carry a separate price
           or necessitate an additional filing fee.
  
  (3)      This Registration Statement also covers such additional shares of
           Common Stock as may be issuable pursuant to antidilution provisions.
  2
  
                                       PART II
                             INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") by MCI WORLDCOM, Inc. ("MCI WorldCom" or the
  "Company") (formerly Resurgens Communications Group, Inc.) under File No.
  000-11258 (formerly File No. 1-10415, in the case of Resurgens) 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.  The Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1998 (the "MCI WorldCom 1998 Form 10-K");
  
           2.  The Company's Quarterly Report on Form 10-Q for the quarterly
               periods ended March 31, 1999 and June 30, 1999;
  
           3.  MCI WorldCom's Current Report on Form 8-K/A dated August 26, 1996
               (filed December 19, 1997), Form 8-K/A-3 dated November 9, 1997
               (filed May 28, 1998) and Form 8-K dated July 12, 1999 (filed July
               12, 1999)
  
           4.  The description of the Company'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 the Company'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 the Company's Special Meeting of
               Shareholders held on December 20, 1996, under the following
               captions: "Description of WorldCom Capital Stock" and "Comparative
               Rights of Shareholders" and the descriptions contained in the
               Company's Proxy Statement dated April 23, 1999 under the following
               captions: "Approval of Amendment to Second Amended and Restated
               Articles of Incorporation, as Amended, To Increase Authorized
               Shares of Common Stock" and "Future Proposals of Security Holders."
  
           5.  The description of the Company's Preferred Stock Purchase Rights
               contained in the Company's Registration Statement on Form 8-A dated
               August 26, 1996, as updated by the Company's Current Report on Form
               8-K dated May 22, 1997 (filed June 6, 1997); and
  
           6.  The description of the Company's Series B Convertible Preferred
               Stock contained in the Company's Registration Statement on Form 8-A
               dated November 13, 1996.
  
           All documents filed by MCI WorldCom with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 or
  the prospectus.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                         2
  3
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
  "Georgia Code") provides that 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 the Company 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 the Company's Second Amended and
  Restated Articles of Incorporation, as amended, 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
  the Company 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 the
  Company 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 and whether formal or informal (including,
  subject to certain limitations, civil actions brought as derivative actions by
  or in the right of the Company) in which he or she is made a party by reason of
  being a director of the Company and of directors who, at the request of the
  Company, 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 disinterested directors; (ii) a duly designated committee
  of disinterested 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 do not qualify as disinterested directors.
  
           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,
  
                                         3
  4
  provided that such director delivers to the corporation a written affirmation of
  his or her good faith belief that he or she met the relevant standard of conduct
  described in Section 14-2-851 of the Georgia Code, or that the proceeding
  involves conduct for which such director's liability has been properly
  eliminated by action of the corporation, and a written undertaking by the
  director to repay any funds advanced if it is ultimately determined that such
  director was not entitled to such indemnification. Section 14-2-852 of the
  Georgia Code provides that directors who are successful with respect to any
  claim brought against them, which claim is brought because they are or were
  directors of the Company, are entitled to mandatory indemnification against
  reasonable expenses incurred in connection therewith.
  
           The Georgia Code also allows a Georgia corporation to indemnify
  directors made a party to a proceeding without regard to the above-referenced
  limitations, if authorized by the articles of incorporation or a bylaw,
  contract, or resolution duly adopted by a vote of the shareholders of the
  corporation by a majority of votes entitled to be cast, excluding shares owned
  or voted under the control of the director or directors who are not
  disinterested, and to advance funds to pay for or reimburse reasonable expenses
  incurred in the defense thereof, subject to restrictions similar to the
  restrictions described in the preceding paragraph; provided, however, that the
  corporation may not indemnify a director adjudged liable (1) for any
  appropriation, in violation of his or her duties, of any business opportunity of
  the Company, (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 the
  Company (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, the Company may, as provided by either the
  Company's Second Amended and Restated Articles of Incorporation, as amended, the
  Company's Restated 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 the Company's Restated
  Bylaws and Article Twelve of the Company's Second Amended and Restated Articles
  of Incorporation, as amended, are consistent with the foregoing provisions of
  the Georgia Code. However, the Company's Second Amended and Restated Articles of
  Incorporation, as amended, prohibit indemnification of a director who did not
  believe in good faith that his or her actions were in, or not opposed to, the
  Company's best interests, or to have improperly received a personal benefit, or
  in the case of a criminal proceeding, if such director had reasonable cause to
  believe his or her conduct was unlawful, or in the case of a proceeding by or in
  the right of the Company, in which such director was adjudged liable to the
  Company, unless a court shall determine that the director is fairly and
  reasonably entitled to indemnification in view of all the circumstances. The
  Company's Restated Bylaws extend the indemnification available to officers under
  the Georgia Code to employees and agents.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Reference is made to the Exhibit Index.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                                         4
  5
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high end of the estimated
                                      maximum offering range may be reflected in
                                      the form of prospectus filed with the
                                      Commission pursuant to 424(b) if, in the
                                      aggregate, the changes in volume and price
                                      represent no more than a 20 percent change
                                      in the maximum aggregate offering price set
                                      forth in the "Calculation of Registration
                                      Fee" table in the effective registration
                                      statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                                      provided, however, that paragraphs (a)(1)(i)
                                      and (a)(1)(ii) do not apply if the
                                      registration statement is on Form S-3 or
                                      Form S-8, and the information required to be
                                      included in a post-effective amendment by
                                      those paragraphs is contained in periodic
                                      reports filed with or furnished to the
                                      Commission by the registrant pursuant to
                                      Section 13 or section 15(d) of the
                                      Securities Exchange Act of 1934 that are
                                      incorporated by reference in the
                                      registration statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offerings of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Act and is
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than payment by the registrant or expenses incurred or
  paid by a director, officer, or controlling person of the registrant in the
  successful defense of any action, suit, or proceeding) is asserted by such
  director, officer, or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                         5
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it 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 Clinton, State of Mississippi on August 17, 1999.
  
                                                    MCI 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 Charles T. Cannada, and each
  of them (with full power to each of them to act alone), his true and lawful
  attorneys in fact and agents for him and on his behalf and in his name, place
  and stead, in any and all capacities to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with exhibits and any and all other documents filed with respect thereto, with
  the Securities and Exchange Commission (or any other governmental or regulatory
  authority), granting unto said attorneys, and each of them, full power and
  authority to do and to perform each and every act and thing requisite and
  necessary to be done in and about the premises in order to effectuate the same
  as fully to all intents and purposes as he himself might or could do if
  personally present, hereby ratifying and confirming all that said attorneys in
  fact and agents, or any of them, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Name                                                       Title                             Date
  ----                                                       -----                             ----
  /s/ Clifford L. Alexander, Jr.                             Director                          August 17, 1999
  ------------------------------
  Clifford L. Alexander, Jr.
  
  /s/ James C. Allen                                         Director                          August 17, 1999
  ------------------
  James C. Allen
  
  /s/ Judith Areen                                           Director                          August 17, 1999
  ----------------
  Judith Areen
  
  /s/ Carl J. Aycock                                         Director                          August 17, 1999
  ------------------
  Carl J. Aycock
  
  /s/ Max E. Bobbitt                                         Director                          August 17, 1999
  ------------------
  Max E. Bobbitt
  
  /s/ Bernard J. Ebbers                                      Director, President and           August 17, 1999
  ---------------------                                      Chief Executive Officer
  Bernard J. Ebbers                                          (Principal Executive Officer)
  6
  7
  /s/ Francesco Galesi                                       Director                          August 17, 1999
  --------------------
  Francesco Galesi
  
  /s/ Stiles A. Kellett, Jr.                                 Director                          August 17, 1999
  --------------------------
  Stiles A. Kellett, Jr.
  
  /s/ Gordon S. Macklin                                      Director                          August 17, 1999
  ---------------------
  Gordon S. Macklin
  
  /s/ John A. Porter                                         Director                          August 17, 1999
  ------------------
  John A. Porter
  
  /s/ Timothy F. Price                                       Director                          August 17, 1999
  --------------------
  Timothy F. Price
  
  /s/ Bert C. Roberts, Jr.                                   Chairman of the Board             August 17, 1999
  ------------------------
  Bert C. Roberts, Jr.
  
  /s/ John W. Sidgmore                                       Director                          August 17, 1999
  --------------------
  John W. Sidgmore
  
  /s/ Scott D. Sullivan                                      Director and Chief Financial      August 17, 1999
  ---------------------                                      Officer (Principal Financial
  Scott D. Sullivan                                          Officer and Principal
                                                             Accounting Officer)
  
  /s/ Lawrence C. Tucker                                     Director                          August 17, 1999
  ----------------------
  Lawrence C. Tucker
  
  /s/ Juan Villalonga                                        Director                          August 17, 1999
  -------------------
  Juan Villalonga
  7
  8
  
                                    EXHIBIT INDEX
  Exhibit
           Number                                Description
           -------                               -----------
  4.1               Second Amended and Restated Articles of Incorporation
                             of MCI WORLDCOM, Inc. (including preferred stock
                             designations) as amended as of May 20, 1999
                             (incorporated herein by reference to Exhibit 4.1 to
                             the Company's Quarterly Report on Form 10-Q for the
                             quarterly period ended June 30, 1999) (File No.
                             0-11258)
  
           4.2               Restated Bylaws of MCI WORLDCOM, Inc. (incorporated
                             herein by reference to Exhibit 3.2 to the Company's
                             Current Report on Form 8-K dated September 14, 1998)
                             (filed September 29, 1998)) (File No. 0-11258)
  
           4.3               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))
  
           4.4               Amendment No. 1 to Rights Agreement dated as of May
                             22, 1997 by and between MCI WORLDCOM, Inc. and The
                             Bank of New York, as Rights Agreement (incorporated
                             herein by reference to Exhibit 4.2 of the Company'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              MCI WORLDCOM, Inc. 1999 Stock Option Plan
                             (compensatory Plan)
  
           23.1              Consent of Arthur Andersen LLP
  
           23.2              Consent of PricewaterhouseCoopers LLP
  
           23.3              Consent of KPMG LLP
  
           23.4              Consent of Arthur Andersen LLP
  
           23.5              Consent of P. Bruce Borghardt (included in Exhibit
                             5.1)
  
           24.1              Power of Attorney (included in Signature Pages)