As filed with the Securities and Exchange Commission on August 23, 2000
                                         Registration Statement 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                    (I.R.S. Employer
      of incorporation or organization)                Identification No.)

                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                                 (601) 460-5600
     (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive office)

   Stock Option Agreements dated as of January 15, 1991 and December 14, 1995
                            (Full Title of the Plan)

                               P. Bruce Borghardt
                                 WorldCom, Inc.
                         10777 Sunset Office, 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>

                         CALCULATION OF REGISTRATION FEE

<CAPTION>

===================================== =================== ======================= ======================== =================
<S>                                      <C>                <C>                     <C>                    <C>

Title of securities to be registered     Amount to be        Proposed maximum        Proposed maximum         Amount of
                                          registered        offering price per      aggregate offering     registration fee
                                                                 share(1)                price (1)

------------------------------------- ------------------- ----------------------- ------------------------ -----------------
Common Stock,  $0.01 par value,  and    22,312 shares(3)          $35.60               $794,393.76              $210
associated  preferred stock purchase
rights(2)

------------------------------------- ------------------- ----------------------- ------------------------ -----------------
<FN>

                             ----------------------


(1)  Computed  pursuant to Rule 457(h) solely for the purpose of determining the
     registration  fee.  Proposed maximum offering price represents the weighted
     average price per share based on the exercise price of stock options issued
     under the Plan.

(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 fee.

(3)  This  Registration  Statement also covers such additional  shares of Common
     Stock as may be issuable pursuant to antidilution provisions.

</FN>
</TABLE>


<PAGE>

                             ----------------------
                                     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 the Company (formerly Resurgens Communications Group, Inc.
("Resurgens"))  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.   Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          1999;

     2.   Our  Quarterly  Reports on Form 10-Q for the  quarterly  periods ended
          March 31, 2000 and June 30, 2000;

     3.   Our Current  Reports on Form 8-K-1  dated April 11, 2000 (filed  April
          11,  2000),  Form 8-K-2 dated April 11, 2000 (filed  April 11,  2000),
          Form 8-K dated May 16, 2000 (filed May 16,  2000),  Form 8-K dated May
          19, 2000 (filed May 22, 2000), Form 8-K dated May 31, 2000 (filed June
          12, 2000) and Form 8-K dated July 13, 2000 (filed July 13, 2000);

     4.   The   description   of  our  common  stock  set  forth  in  Resurgens'
          Registration  Statement on Form 8-A dated  December 12, 1989 (File No.
          1-10415), as updated by the descriptions contained in our Registration
          Statement on Form S-4 (File No.  333-16015),  as declared effective by
          the  Securities  and Exchange  Commission on November 14, 1996,  which
          includes the Joint Proxy  Statement/Prospectus dated November 14, 1996
          with respect to our Special Meeting of  Shareholders  held on December
          20,  1996,  under the  following  captions:  "Description  of WorldCom
          Capital Stock" and  "Comparative  Rights of  Shareholders"  and by the
          descriptions  contained  in our 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 rights to acquire preferred stock set
          forth in our Registration Statement on Form 8-A dated August 26, 1996,
          as updated by our 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 the Company or the Plan 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.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  14-2-202(b)(4)  of the  Georgia  Business  Corporation  Code  (the
"GBCC") provides that a corporation's  articles of  incorporation  may include a
provision  that  eliminates  or limits the personal  liability of directors  for
monetary damages to the corporation or its shareholders for any action taken, or
any  failure to take any  action,  as a director,  provided,  however,  that the

<PAGE>

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 GBCC.  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  non-monetary  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 GBCC 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  GBCC  govern  the
indemnification of directors,  officers, employees, and agents. Section 14-2-851
of the GBCC 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:
(1) 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 (2) 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 GBCC, a
determination  must be made that the director  has met the relevant  standard of
conduct.  Such  determination  must be made by: (1) a majority  vote of a quorum
consisting  of  disinterested  directors;  (2) a duly  designated  committee  of
disinterested  directors; (3) duly selected special legal counsel; or (4) a vote
of the  shareholders,  excluding  shares  owned by or voted under the control of
directors who do not qualify as disinterested directors.

     Section  14-2-856  of the GBCC  provides  that a Georgia  corporation  may,
before final disposition of a proceeding,  advance funds to pay for or reimburse
the  reasonable  expenses  incurred by a director who is a party to a proceeding
because he or she is a director,  provided  that such  director  delivers to the
corporation a written affirmation of his or her good faith belief that he or she
met the relevant  standard of conduct  described in Section 14-2-851 of the GBCC
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 GBCC 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 GBCC 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

<PAGE>

distributions  under Section 14-2-832 of the GBCC, or (4) for any transaction in
which the director obtained an improper personal benefit.

     Section  14-2-857 of the GBCC  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, subject to
the same  limitations  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 GBCC.  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 GBCC to employees and agents.

ITEM 8.  EXHIBITS.

     See 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,  as amended  (the  "Securities
                    Act");

               (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 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 Exchange Act that are  incorporated
          by reference in this registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
          Securities Act, 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.

<PAGE>

          (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, 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 may be permitted to directors, officers, and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, we have been
     advised that in the opinion of the Securities and Exchange  Commission such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  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  Securities  Act and will be governed by
     the final adjudication of such issue.

<PAGE>



                                   SIGNATURES

     The Registrant. 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 23,
2000.

                                        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 and Scott D.  Sullivan,  and each of them (with full power to
each of them to act  alone),  his or her true and lawful  attorneys  in fact and
agents for him or her and on his or her behalf and in his or her name, place and
stead,  in any and all  capacities  to sign  any and all  amendments  (including
post-effective  amendments)  to  this  Registration  Statement  and  any and all
registration  statements  filed pursuant to Rule 462 under the Securities Act of
1933,  as amended,  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 or she  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>

           Signature                            Title                                    Date
           ---------                            -----                                    ----
<S>                                   <C>                                         <C>

                                      Director
--------------------------------
   Clifford L. Alexander, Jr.

   /s/ James C. Allen                 Director                                    August 23, 2000
--------------------------------
   James C. Allen

   /s/ Judith Areen                   Director                                    August 23, 2000
--------------------------------
   Judith Areen

                                      Director
--------------------------------
   Carl J. Aycock

   /s/ Max E. Bobbitt                 Director                                    August 23, 2000
--------------------------------
   Max E. Bobbitt

   /s/ Bernard J. Ebbers              Director, President and                     August 23, 2000
--------------------------------
   Bernard J. Ebbers                  Chief Executive Officer
                                      (Principal Executive Officer)

   /s/ Francesco Galesi               Director                                    August 23, 2000
--------------------------------
   Francesco Galesi

   /s/ Stiles A. Kellett, Jr.         Director                                    August 23, 2000
--------------------------------
   Stiles A. Kellett, Jr.

   /s/ Gordon S. Macklin              Director                                    August 23, 2000
--------------------------------
   Gordon S. Macklin

   /s/ John A. Porter                 Director                                    August 23, 2000
--------------------------------
   John A. Porter

<PAGE>

   /s/ Bert C. Roberts, Jr.           Director                                    August 23, 2000
--------------------------------
   Bert C. Roberts, Jr.

   /s/ John W. Sidgmore               Vice Chairman of the Board and Director     August 23, 2000
--------------------------------
   John W. Sidgmore

   /s/ Scott D. Sullivan              Director and Chief Financial                August 23, 2000
--------------------------------
   Scott D. Sullivan                  Officer (Principal Financial
                                      Officer and Principal
                                      Accounting Officer)

   /s/ Lawrence C. Tucker             Director                                    August 23, 2000
--------------------------------
   Lawrence C. Tucker

</TABLE>

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number      Description

4.1                 Second  Amended and Restated  Articles of  Incorporation  of
                    WorldCom, Inc. (including preferred stock designations),  as
                    amended as of May 1, 2000 (incorporated  herein by reference
                    to Exhibit  4.1 to the  Company's  Quarterly  Report on Form
                    10-Q dated  March 31,  2000  (filed May 15,  2000) (File No.
                    0-11258))

4.2                 Restated Bylaws of 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  WorldCom,  Inc.  and The Bank of New
                    York, as Rights Agent  (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) (File No. 0-11258))

5.1                 Opinion of Counsel as to the legality of the  securities  to
                    be issued

23.1                Consent of Arthur Andersen LLP

23.2                Consent of KPMG LLP

23.3                Consent of Counsel (included in Exhibit 5.1)

24.1                Power of Attorney (included in Signature Pages)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 28640}]
{"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": "333-44374", "film-number": "708595"}, "business-address": {"street1": "500 CLINTON CENTER DRIVE", "city": "CLINTON", "state": "MS", "zip": "39056", "phone": "6014605600"}, "former-company": [{"former-conformed-name": "MCI WORLDCOM INC", "date-changed": "19980914"}, {"former-conformed-name": "WORLDCOM INC /GA/", "date-changed": "19970127"}, {"former-conformed-name": "LDDS COMMUNICATIONS INC /GA/", "date-changed": "19930916"}]}
As filed with the Securities and Exchange Commission on August 23, 2000
                                         Registration Statement 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                    (I.R.S. Employer
      of incorporation or organization)                Identification No.)

                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                                 (601) 460-5600
     (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive office)

   Stock Option Agreements dated as of January 15, 1991 and December 14, 1995
                            (Full Title of the Plan)

                               P. Bruce Borghardt
                                 WorldCom, Inc.
                         10777 Sunset Office, 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
===================================== =================== ======================= ======================== =================
Title of securities to be registered     Amount to be        Proposed maximum        Proposed maximum         Amount of
                                          registered        offering price per      aggregate offering     registration fee
                                                                 share(1)                price (1)

------------------------------------- ------------------- ----------------------- ------------------------ -----------------
Common Stock,  $0.01 par value,  and    22,312 shares(3)          $35.60               $794,393.76              $210
associated  preferred stock purchase
rights(2)

------------------------------------- ------------------- ----------------------- ------------------------ -----------------
----------------------

(1)  Computed  pursuant to Rule 457(h) solely for the purpose of determining the
     registration  fee.  Proposed maximum offering price represents the weighted
     average price per share based on the exercise price of stock options issued
     under the Plan.

(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 fee.

(3)  This  Registration  Statement also covers such additional  shares of Common
     Stock as may be issuable pursuant to antidilution provisions.
----------------------
                                     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 the Company (formerly Resurgens Communications Group, Inc.
("Resurgens"))  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.   Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          1999;

     2.   Our  Quarterly  Reports on Form 10-Q for the  quarterly  periods ended
          March 31, 2000 and June 30, 2000;

     3.   Our Current  Reports on Form 8-K-1  dated April 11, 2000 (filed  April
          11,  2000),  Form 8-K-2 dated April 11, 2000 (filed  April 11,  2000),
          Form 8-K dated May 16, 2000 (filed May 16,  2000),  Form 8-K dated May
          19, 2000 (filed May 22, 2000), Form 8-K dated May 31, 2000 (filed June
          12, 2000) and Form 8-K dated July 13, 2000 (filed July 13, 2000);

     4.   The   description   of  our  common  stock  set  forth  in  Resurgens'
          Registration  Statement on Form 8-A dated  December 12, 1989 (File No.
          1-10415), as updated by the descriptions contained in our Registration
          Statement on Form S-4 (File No.  333-16015),  as declared effective by
          the  Securities  and Exchange  Commission on November 14, 1996,  which
          includes the Joint Proxy  Statement/Prospectus dated November 14, 1996
          with respect to our Special Meeting of  Shareholders  held on December
          20,  1996,  under the  following  captions:  "Description  of WorldCom
          Capital Stock" and  "Comparative  Rights of  Shareholders"  and by the
          descriptions  contained  in our 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 rights to acquire preferred stock set
          forth in our Registration Statement on Form 8-A dated August 26, 1996,
          as updated by our 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 the Company or the Plan 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  14-2-202(b)(4)  of the  Georgia  Business  Corporation  Code  (the
"GBCC") provides that a corporation's  articles of  incorporation  may include a
provision  that  eliminates  or limits the personal  liability of directors  for
monetary damages to the corporation or its shareholders for any action taken, or
any  failure to take any  action,  as a director,  provided,  however,  that the
Section does not permit a  corporation  to eliminate or limit the liability of a
director for  appropriating,  in  violation  of his or her duties,  any business
opportunity  of the  corporation,  for acts or omissions  including  intentional
misconduct or a knowing  violation of law,  receiving  from any  transaction  an
improper  personal   benefit,   or  voting  for  or  assenting  to  an  unlawful
distribution  (whether  as  a  dividend,  stock  repurchase  or  redemption,  or
otherwise) as provided in Section 14-2-832 of the GBCC.  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  non-monetary  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 GBCC 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  GBCC  govern  the
indemnification of directors,  officers, employees, and agents. Section 14-2-851
of the GBCC 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:
(1) 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 (2) 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 GBCC, a
determination  must be made that the director  has met the relevant  standard of
conduct.  Such  determination  must be made by: (1) a majority  vote of a quorum
consisting  of  disinterested  directors;  (2) a duly  designated  committee  of
disinterested  directors; (3) duly selected special legal counsel; or (4) a vote
of the  shareholders,  excluding  shares  owned by or voted under the control of
directors who do not qualify as disinterested directors.

     Section  14-2-856  of the GBCC  provides  that a Georgia  corporation  may,
before final disposition of a proceeding,  advance funds to pay for or reimburse
the  reasonable  expenses  incurred by a director who is a party to a proceeding
because he or she is a director,  provided  that such  director  delivers to the
corporation a written affirmation of his or her good faith belief that he or she
met the relevant  standard of conduct  described in Section 14-2-851 of the GBCC
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 GBCC 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 GBCC 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 GBCC, or (4) for any transaction in
which the director obtained an improper personal benefit.

     Section  14-2-857 of the GBCC  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, subject to
the same  limitations  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 GBCC.  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 GBCC to employees and agents.

ITEM 8.  EXHIBITS.

     See 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,  as amended  (the  "Securities
                    Act");

               (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 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 Exchange Act that are  incorporated
          by reference in this registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
          Securities Act, 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, 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 may be permitted to directors, officers, and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, we have been
     advised that in the opinion of the Securities and Exchange  Commission such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  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  Securities  Act and will be governed by
     the final adjudication of such issue.
SIGNATURES

     The Registrant. 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 23,
2000.

                                        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 and Scott D.  Sullivan,  and each of them (with full power to
each of them to act  alone),  his or her true and lawful  attorneys  in fact and
agents for him or her and on his or her behalf and in his or her name, place and
stead,  in any and all  capacities  to sign  any and all  amendments  (including
post-effective  amendments)  to  this  Registration  Statement  and  any and all
registration  statements  filed pursuant to Rule 462 under the Securities Act of
1933,  as amended,  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 or she  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.
Signature                            Title                                    Date
           ---------                            -----                                    ----
Director
--------------------------------
   Clifford L. Alexander, Jr.

   /s/ James C. Allen                 Director                                    August 23, 2000
--------------------------------
   James C. Allen

   /s/ Judith Areen                   Director                                    August 23, 2000
--------------------------------
   Judith Areen

                                      Director
--------------------------------
   Carl J. Aycock

   /s/ Max E. Bobbitt                 Director                                    August 23, 2000
--------------------------------
   Max E. Bobbitt

   /s/ Bernard J. Ebbers              Director, President and                     August 23, 2000
--------------------------------
   Bernard J. Ebbers                  Chief Executive Officer
                                      (Principal Executive Officer)

   /s/ Francesco Galesi               Director                                    August 23, 2000
--------------------------------
   Francesco Galesi

   /s/ Stiles A. Kellett, Jr.         Director                                    August 23, 2000
--------------------------------
   Stiles A. Kellett, Jr.

   /s/ Gordon S. Macklin              Director                                    August 23, 2000
--------------------------------
   Gordon S. Macklin

   /s/ John A. Porter                 Director                                    August 23, 2000
--------------------------------
   John A. Porter
/s/ Bert C. Roberts, Jr.           Director                                    August 23, 2000
--------------------------------
   Bert C. Roberts, Jr.

   /s/ John W. Sidgmore               Vice Chairman of the Board and Director     August 23, 2000
--------------------------------
   John W. Sidgmore

   /s/ Scott D. Sullivan              Director and Chief Financial                August 23, 2000
--------------------------------
   Scott D. Sullivan                  Officer (Principal Financial
                                      Officer and Principal
                                      Accounting Officer)

   /s/ Lawrence C. Tucker             Director                                    August 23, 2000
--------------------------------
   Lawrence C. Tucker
EXHIBIT INDEX

Exhibit Number      Description

4.1                 Second  Amended and Restated  Articles of  Incorporation  of
                    WorldCom, Inc. (including preferred stock designations),  as
                    amended as of May 1, 2000 (incorporated  herein by reference
                    to Exhibit  4.1 to the  Company's  Quarterly  Report on Form
                    10-Q dated  March 31,  2000  (filed May 15,  2000) (File No.
                    0-11258))

4.2                 Restated Bylaws of 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  WorldCom,  Inc.  and The Bank of New
                    York, as Rights Agent  (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) (File No. 0-11258))

5.1                 Opinion of Counsel as to the legality of the  securities  to
                    be issued

23.1                Consent of Arthur Andersen LLP

23.2                Consent of KPMG LLP

23.3                Consent of Counsel (included in Exhibit 5.1)

24.1                Power of Attorney (included in Signature Pages)