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, INC. 1997 STOCK 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)
  
                         ---------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------------------------------
                                                           Proposed maximum           Proposed maximum
  Title of securities to be        Amount to be           offering price per         aggregate offering      Amount of registration
         registered                 registered                  share(1)                   price(1)                    fee
  ---------------------------------------------------------------------------------------------------------------------------------
  <S>                               <C>                        <C>                      <C>                         <C>     
  Common stock                      20,000,000                 $31.0313                 $581,366,756                $176,172
  $0.01 par value and                shares (3)
  associated 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 (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.
  
  (3)     This Registration Statement also covers such additional shares of
          Common Stock as may be issuable pursuant to antidilution rights.
  
  
  
  <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 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;
  
           (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.
  
  
  
                                        II-1
  
  <PAGE>   3
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
  "Georgia Code") provides that a corporation's articles of incorporation may
  include a provision that eliminates or limits the personal liability of
  directors for monetary damages to the corporation or its shareholders for
  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 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.
  
  
  
  
                                        II-2
  
  <PAGE>   4
  
  
  
           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 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:
  
                              (i)     To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                              (ii)    To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement ( or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not
                                      exceed that which was registered) and any
                                      deviation from the low or high end of the
                                      estimated maximum offering range may be
                                      reflected in the form of prospectus filed
                                      with the Commission pursuant to Rule 424(b)
                                      if, in the aggregate, the changes in volume
                                      and price represent no more than a 20
                                      percent change in the maximum aggregate
                                      offering price set forth in the
                                      "Calculation of Registration Fee" table in
                                      the effective registration statement;
  
                              (iii)   To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                                      provided, however, that paragraphs
                                      (a)(1)(i) and (a)(1)(ii) do not apply if
                                      the registration statement is on Form S-3
                                      or Form S-8, and the information required
                                      to be included in a post-effective
                                      amendment by those paragraphs is contained
                                      in periodic reports filed with or furnished
                                      to the Commission by the registrant
                                      pursuant to Section 13 or Section 15(d) of
                                      the Securities Exchange Act of 1934 that
                                      are incorporated by reference in the
                                      registration statement.
  
  
  
                                        II-3
  
  <PAGE>   5
  
  
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
  of 1934) that is incorporated by reference in 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 Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than payment by the registrant
  or expenses incurred or paid by a director, officer, or controlling person of
  the registrant in the successful defense of any action, suit, or proceeding) is
  asserted by such director, officer, or controlling person in connection with
  the securities being registered, the registrant will, unless in the opinion of
  its counsel the matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such indemnification by
  it is against public policy as expressed in the Act and will be governed by the
  final adjudication of such issue.
  
  
  
  
  
                                        II-4
  
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
                    Pursuant to the requirements of the Securities Act of 1933,
  the registrant certifies that it is has reasonable grounds to believe that it
  meets all the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Jackson, State of Mississippi on June 27, 1997.
  
                                                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 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
  
  
                                   Director,
  /s/ Bernard J. Ebbers            President and             June 27, 1997
  -----------------------------    Chief Executive
  Bernard J. Ebbers                Officer
                                   
  
  
  
  
                                        II-5
  
  <PAGE>   7
  
  
  
  Name                                  Title                         Date
  ----                                  -----                         ----
  
  
  /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-6
  
  <PAGE>   8
  
  
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
     EXHIBIT
     NUMBER               DESCRIPTION
     ------               -----------
  <S>           <C>    
       4.1      Second Amended and Restated Articles of Incorporation of WorldCom
                (including preferred stock designations) as of December 31, 1996
                (incorporated herein by reference to Exhibit 3.1 to the Current
                Report on Form 8-K of WorldCom (File No. 0-11258) dated December
                31, 1996 (filed January 15, 1997))
  
       4.2      Restated Bylaws of WorldCom (incorporated herein by reference to
                Exhibit 4.2 to the Annual Report on Form 10-K filed by WorldCom
                (File No. 0-11258) for the fiscal year ended December 31, 1996)
  
       4.3      Form of Deposit Agreement between WorldCom, The Bank of New York
                and the holders from time to time of the Depositary Shares
                representing 1/100 of a share of WorldCom Series A Preferred
                Stock (the "WorldCom Depositary Shares") (incorporated herein by
                reference to Exhibit 4.5 to Registrant Statement on Form S-4
                filed by WorldCom (Registration No. 333- 16015))
  
       4.4      Form of certificate representing WorldCom Depositary Shares
                (incorporated herein by reference to Exhibit A to the Deposit
                Agreement filed as Exhibit 4.5 to Registration Statement on Form
                S-4 filed by WorldCom (Registration No. 333-16015))
  
       4.5      Rights Agreement dated as of August 25, 1996 between the Company
                and The Bank of New York, which includes the form of Certificate
                of Designations, setting forth the terms of the Series 3 Junior
                Participating Preferred Stock, par value $.01 per share, as
                Exhibit A, the form of Rights Certificate as Exhibit B and the
                Summary of Preferred Stock Purchase Rights as Exhibit C
                (incorporated herein by reference to Exhibit 4 to the Current
                Report on Form 8-K dated August 26, 1996 (as amended on Form 8
                K/A filed August 31, 1996) filed by the Company with the
                Securities and Exchange Commission on August 26, 1996 (as amended
                on Form 8 K/A filed on August 31, 1996) File No. 0-11258))
  
       4.6      Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by
                and between WorldCom, Inc. and The Bank of New York, as Rights
                Agreement (incorporated herein by reference to Exhibit 4.2 of
                WorldCom's Current Report on Form 8-K dated May 22, 1997 (filed
                June 5, 1997))
  
       5.1      Opinion of P. Bruce Borghardt as to the legality of the
                Securities to be issued                                           ____
  
      10.1      WorldCom, Inc. 1997 Stock Option Plan (compensatory plan)         ____
  
      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)
  </TABLE>
  
  
  
  
                                        E-1
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29065}]
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": "333-30279", "film-number": "97632084"}, "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, INC. 1997 STOCK 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)
  
                         ---------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------------------------
                                                           Proposed maximum           Proposed maximum
  Title of securities to be        Amount to be           offering price per         aggregate offering      Amount of registration
         registered                 registered                  share(1)                   price(1)                    fee
  ---------------------------------------------------------------------------------------------------------------------------------
  Common stock                      20,000,000                 $31.0313                 $581,366,756                $176,172
  $0.01 par value and                shares (3)
  associated 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 (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.
  
  (3)     This Registration Statement also covers such additional shares of
          Common Stock as may be issuable pursuant to antidilution rights.
  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 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;
  
           (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.
  
                                        II-1
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
  "Georgia Code") provides that a corporation's articles of incorporation may
  include a provision that eliminates or limits the personal liability of
  directors for monetary damages to the corporation or its shareholders for
  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 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.
  
                                        II-2
  4
  
           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 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:
  
                              (i)     To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                              (ii)    To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement ( or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not
                                      exceed that which was registered) and any
                                      deviation from the low or high end of the
                                      estimated maximum offering range may be
                                      reflected in the form of prospectus filed
                                      with the Commission pursuant to Rule 424(b)
                                      if, in the aggregate, the changes in volume
                                      and price represent no more than a 20
                                      percent change in the maximum aggregate
                                      offering price set forth in the
                                      "Calculation of Registration Fee" table in
                                      the effective registration statement;
  
                              (iii)   To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                                      provided, however, that paragraphs
                                      (a)(1)(i) and (a)(1)(ii) do not apply if
                                      the registration statement is on Form S-3
                                      or Form S-8, and the information required
                                      to be included in a post-effective
                                      amendment by those paragraphs is contained
                                      in periodic reports filed with or furnished
                                      to the Commission by the registrant
                                      pursuant to Section 13 or Section 15(d) of
                                      the Securities Exchange Act of 1934 that
                                      are incorporated by reference in the
                                      registration statement.
  
                                        II-3
  5
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
  of 1934) that is incorporated by reference in 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 Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than payment by the registrant
  or expenses incurred or paid by a director, officer, or controlling person of
  the registrant in the successful defense of any action, suit, or proceeding) is
  asserted by such director, officer, or controlling person in connection with
  the securities being registered, the registrant will, unless in the opinion of
  its counsel the matter has been settled by controlling precedent, submit to a
  court of appropriate jurisdiction the question whether such indemnification by
  it is against public policy as expressed in the Act and will be governed by the
  final adjudication of such issue.
  
                                        II-4
  6
  
                                     SIGNATURES
  
                    Pursuant to the requirements of the Securities Act of 1933,
  the registrant certifies that it is has reasonable grounds to believe that it
  meets all the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Jackson, State of Mississippi on June 27, 1997.
  
                                                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 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
  
                                   Director,
  /s/ Bernard J. Ebbers            President and             June 27, 1997
  -----------------------------    Chief Executive
  Bernard J. Ebbers                Officer
                                   
  
                                        II-5
  7
  
  Name                                  Title                         Date
  ----                                  -----                         ----
  
  /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-6
  8
  
                                   EXHIBIT INDEX
  EXHIBIT
     NUMBER               DESCRIPTION
     ------               -----------
  4.1      Second Amended and Restated Articles of Incorporation of WorldCom
                (including preferred stock designations) as of December 31, 1996
                (incorporated herein by reference to Exhibit 3.1 to the Current
                Report on Form 8-K of WorldCom (File No. 0-11258) dated December
                31, 1996 (filed January 15, 1997))
  
       4.2      Restated Bylaws of WorldCom (incorporated herein by reference to
                Exhibit 4.2 to the Annual Report on Form 10-K filed by WorldCom
                (File No. 0-11258) for the fiscal year ended December 31, 1996)
  
       4.3      Form of Deposit Agreement between WorldCom, The Bank of New York
                and the holders from time to time of the Depositary Shares
                representing 1/100 of a share of WorldCom Series A Preferred
                Stock (the "WorldCom Depositary Shares") (incorporated herein by
                reference to Exhibit 4.5 to Registrant Statement on Form S-4
                filed by WorldCom (Registration No. 333- 16015))
  
       4.4      Form of certificate representing WorldCom Depositary Shares
                (incorporated herein by reference to Exhibit A to the Deposit
                Agreement filed as Exhibit 4.5 to Registration Statement on Form
                S-4 filed by WorldCom (Registration No. 333-16015))
  
       4.5      Rights Agreement dated as of August 25, 1996 between the Company
                and The Bank of New York, which includes the form of Certificate
                of Designations, setting forth the terms of the Series 3 Junior
                Participating Preferred Stock, par value $.01 per share, as
                Exhibit A, the form of Rights Certificate as Exhibit B and the
                Summary of Preferred Stock Purchase Rights as Exhibit C
                (incorporated herein by reference to Exhibit 4 to the Current
                Report on Form 8-K dated August 26, 1996 (as amended on Form 8
                K/A filed August 31, 1996) filed by the Company with the
                Securities and Exchange Commission on August 26, 1996 (as amended
                on Form 8 K/A filed on August 31, 1996) File No. 0-11258))
  
       4.6      Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by
                and between WorldCom, Inc. and The Bank of New York, as Rights
                Agreement (incorporated herein by reference to Exhibit 4.2 of
                WorldCom's Current Report on Form 8-K dated May 22, 1997 (filed
                June 5, 1997))
  
       5.1      Opinion of P. Bruce Borghardt as to the legality of the
                Securities to be issued                                           ____
  
      10.1      WorldCom, Inc. 1997 Stock Option Plan (compensatory plan)         ____
  
      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)
  E-1