content: <PAGE>   1
  
  
      As filed with the Securities and Exchange Commission on August 31, 1998
                                                     Registration No. 333-________
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C. 20549
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                               -----------------------
  
                                   WORLDCOM, INC.
               (Exact name of registrant as specified in its charter)
  
            GEORGIA                                               58-1521612
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
  
                                515 EAST AMITE STREET
                           JACKSON, MISSISSIPPI 39201-2702
                            (Address, including zip code,
                    of registrant's principal executive offices)
  
  
  
                  WORLDCOM, INC. 1997 STOCK OPTION PLAN, AS AMENDED
  --------------------------------------------------------------------------------
  
                             (Full title of the plan(s))
  
                              P. BRUCE BORGHARDT, ESQ.
                                   WORLDCOM, INC.
                        10777 SUNSET OFFICE DRIVE, SUITE 330
                              ST. LOUIS, MISSOURI 63127
                                   (314) 909-4100
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
                           -------------------------------
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  -----------------------------------------------------------------------------------------------------------------------------
                                                         Proposed maximum         Proposed maximum
   Title of securities to    Amount to be registered    offering price per       aggregate offering     Amount of registration
        be registered                                         share(1)                 price(1)                  fee
  -----------------------------------------------------------------------------------------------------------------------------
  <S>                                      <C>                <C>                   <C>                        <C>     
  Common stock, $0.01 par          20,000,000
  value, and associated             shares(3)                $47.9688              $959,375,000               $283,016
  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 of the high and low prices for the Registrant's
           Common Stock reported on the Nasdaq National Market on August 28, 1998.
  
       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
  
           This Registration Statement registers additional securities of the same
  class as other securities for which a registration statement filed on this form
  relating to the same employee benefit plan is effective. Consequently, pursuant
  to General Instruction E of Form S-8, the contents of the Registration Statement
  on Form S-8 filed by WorldCom, Inc. (the "Company") with respect to the
  WorldCom, Inc. 1997 Stock Option Plan (the "Plan"), on June 27, 1997,
  Registration No. 333-30279, are incorporated by reference into this 
  Registration Statement.
  
  Item 8.  Exhibits
  
           See Exhibit Index.
  
  
  
  
                                         2
  <PAGE>   3
  
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Jackson, State of Mississippi on August 31, 1998.
  
                                              WORLDCOM, INC.
  
  
  
                                              By:    /s/ Scott D. Sullivan
                                                 -------------------------------
                                                     Scott D. Sullivan
                                                     Chief Financial Officer
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints Bernard J. Ebbers, Scott D. Sullivan, and P. Bruce Borghardt, and each
  of them (with full power to each of them to act alone), his true and lawful
  attorneys in fact and agents for him and on his behalf and in his name, place
  and stead, in any and all capacities to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with exhibits and any and all other documents filed with respect thereto, with
  the Securities and Exchange Commission (or any other governmental or regulatory
  authority), granting unto said attorneys, and each of them, full power and
  authority to do and to perform each and every act and thing requisite and
  necessary to be done in and about the premises in order to effectuate the same
  as fully to all intents and purposes as he himself might or could do if
  personally present, hereby ratifying and confirming all that said attorneys in
  fact and agents, or any of them, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
                  Name                                Title                            Date
                  ----                                -----                            ----   
  
  <S>                                                 <C>                         <C> 
  /s/ James C. Allen                                   Director                   August 31, 1998
  ------------------------------------
         James C. Allen
  
  
  
  /s/ Carl J. Aycock                                   Director                   August 31, 1998
  ------------------------------------
         Carl J. Aycock
  
  
  
  /s/ Max E. Bobbitt                                   Director                   August 31, 1998
  ------------------------------------
         Max E. Bobbitt
  
  
  
  /s/ Stephen M. Case                                  Director                   August 31, 1998
  ------------------------------------
         Stephen M. Case
  </TABLE>
  
  
  
  
  
  
  
                                         3
  
  <PAGE>   4
  
  <TABLE>
  <CAPTION>
                     Name                                    Title                      Date
                     ----                                    -----                      ---- 
  
  <S>                                                <C>                            <C> 
  /s/ Bernard J. Ebbers                              Director, President and        August 31, 1998
  --------------------------------------------       Chief Executive Officer
                Bernard J. Ebbers                    
  
  /s/ Francesco Galesi                                Director                      August 31, 1998
  --------------------------------------------
                Francesco Galesi
  
  
  
  /s/ Stiles A. Kellett, Jr.                          Director                      August 31, 1998
  --------------------------------------------
                Stiles A. Kellett, Jr.
  
  
  
  /s/ John A. Porter                                  Director                      August 31, 1998
  --------------------------------------------
                John A. Porter
  
  
  
  /s/ John W. Sidgmore                                Director                      August 31, 1998
  --------------------------------------------                                   
                John W. Sidgmore                              
  
  
  /s/ Scott D. Sullivan                               Director and Chief Financial  August 31, 1998
  --------------------------------------------        Officer (Principal Financial   
                Scott D. Sullivan                     Officer and Principal
                                                      Accounting Officer)
  
  /s/ Lawrence C. Tucker                              Director                      August 31, 1998
  --------------------------------------------
                Lawrence C. Tucker
  
  </TABLE>
  
  
  
  
  
  
                                         4
  <PAGE>   5
  
  
  
  
  
  
  
  
  
                                    EXHIBIT INDEX
  
  
  
   EXHIBIT
   NUMBER                             DESCRIPTION
   -------                            -----------  
  
       5.1       Opinion of William E. Anderson as to the legality of the 
                 Securities to be issued
      23.1       Consent of Arthur Andersen LLP
      23.2       Consent of PricewaterhouseCoopers LLP
      23.3       Consent of Arthur Andersen LLP
      23.4       Consent of Arthur Andersen LLP
      23.5       Consent of PricewaterhouseCoopers LLP
      23.6       Consent of KPMG Peat Marwick LLP
      23.7       Consent of William E. Anderson (included in Exhibit 5.1)
      24.1       Power of Attorney (included in Signature Pages)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 - AMENDED 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 10053}]
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": "333-62609", "film-number": "98701933"}, "business-address": {"street1": "515 EAST AMITE ST", "city": "JACKSON", "state": "MS", "zip": "39201-2702", "phone": "6013608600"}, "former-company": [{"former-conformed-name": "LDDS COMMUNICATIONS INC /GA/", "date-changed": "19930916"}, {"former-conformed-name": "RESURGENS COMMUNICATIONS GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "CENTRAL CORP /GA/", "date-changed": "19890523"}]}
text: 1
  
      As filed with the Securities and Exchange Commission on August 31, 1998
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C. 20549
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                               -----------------------
  
                                   WORLDCOM, INC.
               (Exact name of registrant as specified in its charter)
  
            GEORGIA                                               58-1521612
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
                                515 EAST AMITE STREET
                           JACKSON, MISSISSIPPI 39201-2702
                            (Address, including zip code,
                    of registrant's principal executive offices)
  
                  WORLDCOM, INC. 1997 STOCK OPTION PLAN, AS AMENDED
  --------------------------------------------------------------------------------
  
                             (Full title of the plan(s))
  
                              P. BRUCE BORGHARDT, ESQ.
                                   WORLDCOM, INC.
                        10777 SUNSET OFFICE DRIVE, SUITE 330
                              ST. LOUIS, MISSOURI 63127
                                   (314) 909-4100
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
                           -------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------------
                                                         Proposed maximum         Proposed maximum
   Title of securities to    Amount to be registered    offering price per       aggregate offering     Amount of registration
        be registered                                         share(1)                 price(1)                  fee
  -----------------------------------------------------------------------------------------------------------------------------
  Common stock, $0.01 par          20,000,000
  value, and associated             shares(3)                $47.9688              $959,375,000               $283,016
  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 of the high and low prices for the Registrant's
           Common Stock reported on the Nasdaq National Market on August 28, 1998.
  
       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
  
           This Registration Statement registers additional securities of the same
  class as other securities for which a registration statement filed on this form
  relating to the same employee benefit plan is effective. Consequently, pursuant
  to General Instruction E of Form S-8, the contents of the Registration Statement
  on Form S-8 filed by WorldCom, Inc. (the "Company") with respect to the
  WorldCom, Inc. 1997 Stock Option Plan (the "Plan"), on June 27, 1997,
  Registration No. 333-30279, are incorporated by reference into this 
  Registration Statement.
  
  Item 8.  Exhibits
  
           See Exhibit Index.
  
                                         2
  3
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Jackson, State of Mississippi on August 31, 1998.
  
                                              WORLDCOM, INC.
  
                                              By:    /s/ Scott D. Sullivan
                                                 -------------------------------
                                                     Scott D. Sullivan
                                                     Chief Financial Officer
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints Bernard J. Ebbers, Scott D. Sullivan, and P. Bruce Borghardt, and each
  of them (with full power to each of them to act alone), his true and lawful
  attorneys in fact and agents for him and on his behalf and in his name, place
  and stead, in any and all capacities to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with exhibits and any and all other documents filed with respect thereto, with
  the Securities and Exchange Commission (or any other governmental or regulatory
  authority), granting unto said attorneys, and each of them, full power and
  authority to do and to perform each and every act and thing requisite and
  necessary to be done in and about the premises in order to effectuate the same
  as fully to all intents and purposes as he himself might or could do if
  personally present, hereby ratifying and confirming all that said attorneys in
  fact and agents, or any of them, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Name                                Title                            Date
                  ----                                -----                            ----
  /s/ James C. Allen                                   Director                   August 31, 1998
  ------------------------------------
         James C. Allen
  
  /s/ Carl J. Aycock                                   Director                   August 31, 1998
  ------------------------------------
         Carl J. Aycock
  
  /s/ Max E. Bobbitt                                   Director                   August 31, 1998
  ------------------------------------
         Max E. Bobbitt
  
  /s/ Stephen M. Case                                  Director                   August 31, 1998
  ------------------------------------
         Stephen M. Case
  3
  4
  Name                                    Title                      Date
                     ----                                    -----                      ----
  /s/ Bernard J. Ebbers                              Director, President and        August 31, 1998
  --------------------------------------------       Chief Executive Officer
                Bernard J. Ebbers                    
  
  /s/ Francesco Galesi                                Director                      August 31, 1998
  --------------------------------------------
                Francesco Galesi
  
  /s/ Stiles A. Kellett, Jr.                          Director                      August 31, 1998
  --------------------------------------------
                Stiles A. Kellett, Jr.
  
  /s/ John A. Porter                                  Director                      August 31, 1998
  --------------------------------------------
                John A. Porter
  
  /s/ John W. Sidgmore                                Director                      August 31, 1998
  --------------------------------------------                                   
                John W. Sidgmore                              
  
  /s/ Scott D. Sullivan                               Director and Chief Financial  August 31, 1998
  --------------------------------------------        Officer (Principal Financial   
                Scott D. Sullivan                     Officer and Principal
                                                      Accounting Officer)
  
  /s/ Lawrence C. Tucker                              Director                      August 31, 1998
  --------------------------------------------
                Lawrence C. Tucker
  4
  5
  
                                    EXHIBIT INDEX
  
   EXHIBIT
   NUMBER                             DESCRIPTION
   -------                            -----------  
  
       5.1       Opinion of William E. Anderson as to the legality of the 
                 Securities to be issued
      23.1       Consent of Arthur Andersen LLP
      23.2       Consent of PricewaterhouseCoopers LLP
      23.3       Consent of Arthur Andersen LLP
      23.4       Consent of Arthur Andersen LLP
      23.5       Consent of PricewaterhouseCoopers LLP
      23.6       Consent of KPMG Peat Marwick LLP
      23.7       Consent of William E. Anderson (included in Exhibit 5.1)
      24.1       Power of Attorney (included in Signature Pages)