As filed with the Securities and Exchange Commission on August 23, 2000
                                                      Registration No. 333-62613

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                             -----------------------

                                    Form S-8
                             Registration Statement
                        Under the Securities Act of 1933
                             -----------------------

                                 WorldCom, Inc.
                           (f/k/a MCI WORLDCOM, Inc.)

             (Exact name of registrant as specified in its charter)

                Georgia                                 58-1521612
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                          (Address, including zip code,
                  of registrant's principal executive offices)


   WorldCom, Inc. 401(k) Salary Savings Plan (f/k/a LDDS Salary Savings Plan)
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            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)
                         -------------------------------



<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================
<S>                     <C>                   <C>                  <C>                <C>
                            Amount            Proposed Maximum     Proposed Maximum    Amount of
Title of Securities         to be              Offering Price         Aggregate       Registration
  to be Registered        Registered            Per Share(2)        Offering Price(2)      Fee
==================================================================================================
  Common Stock, $0.01   4,500,000 shares(4)      $34.75             $156,375,000.00     $41,283
  par value, and
  associated preferred
  stock purchase
==================================================================================================
<FN>
-----------------

     1    Pursuant  to Rule  416(c)  under  the  Securities  Act of  1933,  this
          registration   statement  also  covers  an  indeterminate   amount  of
          interests to be offered or sold pursuant to the employee  benefit plan
          described herein.

     2    Computed  pursuant  to Rule  457(c)  and Rule  457(h)  solely  for the
          purpose of determining the registration fee. Proposed maximum offering
          price  represents  the  average  of the  high and low  prices  for the
          Registrant's  Common Stock reported on the Nasdaq  National  Market on
          August 22, 2000.

     3    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.

     4    This  Registration  Statement  also covers such  additional  shares of
          common stock as may be issuable pursuant to antidilution provisions.

</FN>
</TABLE>


<PAGE>

     This Registration  Statement  registers  additional  securities of the same
class as other securities for which a registration  statement filed on this form
relating to the same employee benefit plan is effective. Consequently,  pursuant
to General Instruction E of Form S-8, the contents of the Registration Statement
on Form S-8 filed by WorldCom,  Inc.  (the  "Company")  and the  WorldCom,  Inc.
401(k)  Salary  Savings  Plan (f/k/a LDDS Salary  Savings  Plan) (the "Plan") on
November 9, 1993,  Registration No. 33-71450, are incorporated by reference into
this Registration Statement.

Item 3. Incorporation Of Certain Documents By Reference

     References  herein  to  the  Company  refer  to  WorldCom,   Inc.  and  its
subsidiaries, which prior to May 1, 2000, was named MCI WORLDCOM, Inc.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the Company (formerly Resurgens Communications Group, Inc.
("Resurgens")) under File No. 0-11258 (formerly File No. 1-10415, in the case of
Resurgens) or by the  WorldCom,  Inc.  401(k)  Salary  Savings Plan (the "Plan")
under File No.  333-02115  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)  WorldCom's  Annual  Report  on Form  10-K for the  fiscal  year  ended
December 31, 1999;

     (2)  WorldCom's  Quarterly  Reports on Form 10-Q for the quarterly  periods
ended March 31, 2000 and June 30, 2000;

     (3)  WorldCom's  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 WorldCom's  (formerly  Resurgens')  Common Stock as
contained  in Item 1 of  Resurgens'  Registration  Statement  on Form 8-A  dated
December  12,  1989,  as updated by the  descriptions  contained  in  WorldCom's
Registration  Statement on Form S-4 (File No. 333-16015),  as declared effective
by the  Commission  on  November  14,  1996,  which  includes  the  Joint  Proxy
Statement/Prospectus  dated November 14, 1996 with respect to WorldCom's Special
Meeting of Shareholders held on December 20, 1996, under the following captions:
"Description of WorldCom Capital Stock" and "Comparative Rights of Shareholders"
and 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 WorldCom's Preferred Stock Purchase Rights contained
in  WorldCom's  Registration  Statement on Form 8-A dated  August 26,  1996,  as
updated by WorldCom's  Current Report on Form 8-K dated May 22, 1997 (filed June
6, 1997);

     (6) the  description of the WorldCom  Series B Convertible  Preferred Stock
contained in WorldCom's  Registration  Statement on Form 8-A dated  November 13,
1996; and

     (7) the Annual Report on Form 11-K of the Plan for the year ended  December
31, 1999.

     All documents filed by the Company or the Plan with the Commission pursuant
to Section  13(a),  13(c),  14 or 15(d) of the Exchange  Act, as amended,  on or
after the date of this  Registration  Statement and prior to the  termination of
the  offering  of  the  securities  registered  hereby  shall  be  deemed  to be
incorporated by reference herein and into the respective prospectus for the Plan
and to be a part hereof and thereof  from the date of filing of such  documents.
Any  statement  contained  herein or therein or in a  document  incorporated  or
deemed to be incorporated  by reference  herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a  statement  contained  herein or  therein  or in any  subsequently  filed
document which also is or is deemed to be  incorporated  by reference  herein or
therein 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.

                                       2

<PAGE>


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 any
action  taken,  or any  failure to take any  action,  as a  director,  provided,
however,  that the Section does not permit a  corporation  to eliminate or limit
the  liability  of a director  for  appropriating,  in  violation  of his or her
duties,  any  business  opportunity  of the  corporation,  for acts or omissions
including  intentional  misconduct or a knowing violation of law, receiving from
any transaction an improper personal  benefit,  or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption, or
otherwise)  as  provided  in  Section  14-2-832  of the  Georgia  Code.  Section
14-2-202(b)(4) also does not eliminate or limit the rights of the Company or any
shareholder to seek an injunction or other 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 Georgia Code as outlined
above.  Article Ten further  provides  that the  liability  of  directors of the
Company  shall be limited to the  fullest  extent  permitted  by  amendments  to
Georgia law.

     Sections  14-2-850 to 14-2-859,  inclusive,  of the Georgia Code govern the
indemnification of directors,  officers, employees, and agents. Section 14-2-851
of the Georgia  Code  permits  indemnification  of a director of the Company for
liability  incurred by him or her in connection with any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  and  whether  formal or informal  (including,  subject to certain
limitations,  civil actions brought as derivative  actions by or in the right of
the Company) in which he or she is made a party by reason of being a director of
the  Company  and of  directors  who,  at the  request  of the  Company,  act as
directors,  officers, partners, trustees, employees or agents of another foreign
or domestic  corporation,  partnership,  joint venture,  trust, employee benefit
plan or other enterprise.  The Section permits  indemnification  if the director
acted in good faith and reasonably believed (a) in the case of conduct in his or
her  official  capacity,  that such  conduct  was in the best  interests  of the
corporation,  (b) in all other cases other than a criminal  proceeding that such
conduct was at least not opposed to the best interests of the  corporation,  and
(c) in the case of a criminal proceeding, that he or she had no reasonable cause
to believe his or her conduct was unlawful.  If the required standard of conduct
is met, indemnification may include judgments, settlements,  penalties, fines or
reasonable  expenses  (including  attorneys'  fees)  incurred  with respect to a
proceeding.

     A Georgia  corporation may not indemnify a director under Section 14-2-851:
(i) in  connection  with a  proceeding  by or in the  right of the  corporation,
except for reasonable  expenses incurred by such director in connection with the
proceeding  provided  it is  determined  that  such  director  met the  relevant
standard of conduct set forth above,  or (ii) in connection  with any proceeding
with respect to conduct for which such director was adjudged liable on the basis
that he or she received an improper personal benefit.

     Prior to  indemnifying  a director  under  Section  14-2-851 of the Georgia
Code,  a  determination  must be made  that the  director  has met the  relevant
standard of conduct.  Such determination must be made by: (i) a majority vote of
a quorum consisting of disinterested directors; (ii) a duly designated committee
of disinterested directors; (iii) duly selected special legal counsel; or (iv) a
vote of the  shareholders,  excluding shares owned by or voted under the control
of directors who do not qualify as disinterested directors.

     Section  14-2-856 of the Georgia Code 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
Georgia  Code,  and a written  undertaking  by the  director  to repay any funds
advanced if it is ultimately  determined  that such director was not entitled to
such  indemnification.  Section  14-2-852  of the  Georgia  Code  provides  that
directors who are  successful  which 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.

                                       3
<PAGE>


     The Georgia Code also allows a Georgia  corporation to indemnify  directors
made a party to a proceeding without regard to the above-referenced limitations,
if  authorized  by the  articles  of  incorporation  or a  bylaw,  contract,  or
resolution  duly adopted by a vote of the  shareholders  of the corporation by a
majority of votes entitled to be cast, excluding shares owned or voted under the
control of the director or directors who are not  disinterested,  and to advance
funds  to pay for or  reimburse  reasonable  expenses  incurred  in the  defense
thereof,  subject to restrictions  similar to the restrictions  described in the
preceding paragraph; provided, however, that the corporation may not indemnify a
director adjudged liable (1) for any  appropriation,  in violation of his or her
duties,  of any business  opportunity of the Company,  (2) for acts or omissions
which  involve  intentional  misconduct  or a knowing  violation of law, (3) for
unlawful  distributions  under Section  14-2-832 of the Georgia Code, or (4) for
any transaction in which the director obtained an improper personal benefit.

     Section  14-2-857  of the  Georgia  Code  provides  that an  officer of the
Company (but not an employee or agent  generally)  who is not a director has the
mandatory right of indemnification  granted to directors under Section 14-2-852,
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 Georgia Code. However, the Company's Second Amended and Restated Articles of
Incorporation,  as amended,  prohibit  indemnification of a director who did not
believe in good faith that his or her  actions  were in, or not  opposed to, the
Company's best interests,  or to have improperly received a personal benefit, or
in the case of a criminal  proceeding,  if such director had reasonable cause to
believe his or her conduct was unlawful, or in the case of a proceeding by or in
the right of the Company,  in which such  director  was  adjudged  liable to the
Company,  unless  a court  shall  determine  that the  director  is  fairly  and
reasonably  entitled to indemnification  in view of all the  circumstances.  The
Company's Restated Bylaws extend the indemnification available to officers under
the Georgia Code to employees and agents.

Item 8. Exhibits

     See Exhibit Index.

     The  Registrant  has submitted  the plan and any  amendment  thereto to the
Internal  Revenue  Service  ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plan.

                                       4

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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, Scott D. Sullivan,  and P. Bruce Borghardt,  and each of them
(with full power to each of them to act alone), his true and lawful attorneys in
fact and agents for him and on his behalf and in his name,  place and stead,  in
any and all capacities to sign any and all amendments (including  post-effective
amendments) to this Registration Statement,  and to file the same, with exhibits
and any and all other documents filed with respect thereto,  with the Securities
and Exchange  Commission (or any other  governmental  or regulatory  authority),
granting unto said  attorneys,  and each of them, full power and authority to do
and to perform each and every act and thing  requisite  and necessary to be done
in and  about  the  premises  in  order to  effectuate  the same as fully to all
intents and  purposes  as he himself  might or could do if  personally  present,
hereby  ratifying and confirming all that said attorneys in fact and agents,  or
any of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                    Name                       Title                              Date
                    ----                       -----                              ----

<S>                                   <C>                                      <C>

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


                                      5
<PAGE>



 /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.             Chairman of the Board                    August 23, 2000
 ------------------------------------
     Bert C. Roberts, Jr.


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


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

</TABLE>


<PAGE>

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Plan 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. 401(k) Salary Savings Plan


                                      By:  /s/ Scott D. Sullivan
                                           -----------------------------------
                                              Scott D. Sullivan
                                              Chief Financial Officer


<PAGE>



                                  EXHIBIT INDEX

   Exhibit
   Number                    Description
   ------                    -----------

    23.1       Consent of Arthur Andersen LLP

    23.2       Consent of KPMG LLP

    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": 23211}]
{"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": "333-44368", "film-number": "708588"}, "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 No. 333-62613

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                             -----------------------

                                    Form S-8
                             Registration Statement
                        Under the Securities Act of 1933
                             -----------------------

                                 WorldCom, Inc.
                           (f/k/a MCI WORLDCOM, Inc.)

             (Exact name of registrant as specified in its charter)

                Georgia                                 58-1521612
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                          (Address, including zip code,
                  of registrant's principal executive offices)

   WorldCom, Inc. 401(k) Salary Savings Plan (f/k/a LDDS Salary Savings Plan)
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            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
==================================================================================================
Amount            Proposed Maximum     Proposed Maximum    Amount of
Title of Securities         to be              Offering Price         Aggregate       Registration
  to be Registered        Registered            Per Share(2)        Offering Price(2)      Fee
==================================================================================================
  Common Stock, $0.01   4,500,000 shares(4)      $34.75             $156,375,000.00     $41,283
  par value, and
  associated preferred
  stock purchase
==================================================================================================
-----------------

     1    Pursuant  to Rule  416(c)  under  the  Securities  Act of  1933,  this
          registration   statement  also  covers  an  indeterminate   amount  of
          interests to be offered or sold pursuant to the employee  benefit plan
          described herein.

     2    Computed  pursuant  to Rule  457(c)  and Rule  457(h)  solely  for the
          purpose of determining the registration fee. Proposed maximum offering
          price  represents  the  average  of the  high and low  prices  for the
          Registrant's  Common Stock reported on the Nasdaq  National  Market on
          August 22, 2000.

     3    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.

     4    This  Registration  Statement  also covers such  additional  shares of
          common stock as may be issuable pursuant to antidilution provisions.
This Registration  Statement  registers  additional  securities of the same
class as other securities for which a registration  statement filed on this form
relating to the same employee benefit plan is effective. Consequently,  pursuant
to General Instruction E of Form S-8, the contents of the Registration Statement
on Form S-8 filed by WorldCom,  Inc.  (the  "Company")  and the  WorldCom,  Inc.
401(k)  Salary  Savings  Plan (f/k/a LDDS Salary  Savings  Plan) (the "Plan") on
November 9, 1993,  Registration No. 33-71450, are incorporated by reference into
this Registration Statement.

Item 3. Incorporation Of Certain Documents By Reference

     References  herein  to  the  Company  refer  to  WorldCom,   Inc.  and  its
subsidiaries, which prior to May 1, 2000, was named MCI WORLDCOM, Inc.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the Company (formerly Resurgens Communications Group, Inc.
("Resurgens")) under File No. 0-11258 (formerly File No. 1-10415, in the case of
Resurgens) or by the  WorldCom,  Inc.  401(k)  Salary  Savings Plan (the "Plan")
under File No.  333-02115  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)  WorldCom's  Annual  Report  on Form  10-K for the  fiscal  year  ended
December 31, 1999;

     (2)  WorldCom's  Quarterly  Reports on Form 10-Q for the quarterly  periods
ended March 31, 2000 and June 30, 2000;

     (3)  WorldCom's  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 WorldCom's  (formerly  Resurgens')  Common Stock as
contained  in Item 1 of  Resurgens'  Registration  Statement  on Form 8-A  dated
December  12,  1989,  as updated by the  descriptions  contained  in  WorldCom's
Registration  Statement on Form S-4 (File No. 333-16015),  as declared effective
by the  Commission  on  November  14,  1996,  which  includes  the  Joint  Proxy
Statement/Prospectus  dated November 14, 1996 with respect to WorldCom's Special
Meeting of Shareholders held on December 20, 1996, under the following captions:
"Description of WorldCom Capital Stock" and "Comparative Rights of Shareholders"
and 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 WorldCom's Preferred Stock Purchase Rights contained
in  WorldCom's  Registration  Statement on Form 8-A dated  August 26,  1996,  as
updated by WorldCom's  Current Report on Form 8-K dated May 22, 1997 (filed June
6, 1997);

     (6) the  description of the WorldCom  Series B Convertible  Preferred Stock
contained in WorldCom's  Registration  Statement on Form 8-A dated  November 13,
1996; and

     (7) the Annual Report on Form 11-K of the Plan for the year ended  December
31, 1999.

     All documents filed by the Company or the Plan with the Commission pursuant
to Section  13(a),  13(c),  14 or 15(d) of the Exchange  Act, as amended,  on or
after the date of this  Registration  Statement and prior to the  termination of
the  offering  of  the  securities  registered  hereby  shall  be  deemed  to be
incorporated by reference herein and into the respective prospectus for the Plan
and to be a part hereof and thereof  from the date of filing of such  documents.
Any  statement  contained  herein or therein or in a  document  incorporated  or
deemed to be incorporated  by reference  herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a  statement  contained  herein or  therein  or in any  subsequently  filed
document which also is or is deemed to be  incorporated  by reference  herein or
therein 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.

                                       2
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 any
action  taken,  or any  failure to take any  action,  as a  director,  provided,
however,  that the Section does not permit a  corporation  to eliminate or limit
the  liability  of a director  for  appropriating,  in  violation  of his or her
duties,  any  business  opportunity  of the  corporation,  for acts or omissions
including  intentional  misconduct or a knowing violation of law, receiving from
any transaction an improper personal  benefit,  or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption, or
otherwise)  as  provided  in  Section  14-2-832  of the  Georgia  Code.  Section
14-2-202(b)(4) also does not eliminate or limit the rights of the Company or any
shareholder to seek an injunction or other 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 Georgia Code as outlined
above.  Article Ten further  provides  that the  liability  of  directors of the
Company  shall be limited to the  fullest  extent  permitted  by  amendments  to
Georgia law.

     Sections  14-2-850 to 14-2-859,  inclusive,  of the Georgia Code govern the
indemnification of directors,  officers, employees, and agents. Section 14-2-851
of the Georgia  Code  permits  indemnification  of a director of the Company for
liability  incurred by him or her in connection with any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  and  whether  formal or informal  (including,  subject to certain
limitations,  civil actions brought as derivative  actions by or in the right of
the Company) in which he or she is made a party by reason of being a director of
the  Company  and of  directors  who,  at the  request  of the  Company,  act as
directors,  officers, partners, trustees, employees or agents of another foreign
or domestic  corporation,  partnership,  joint venture,  trust, employee benefit
plan or other enterprise.  The Section permits  indemnification  if the director
acted in good faith and reasonably believed (a) in the case of conduct in his or
her  official  capacity,  that such  conduct  was in the best  interests  of the
corporation,  (b) in all other cases other than a criminal  proceeding that such
conduct was at least not opposed to the best interests of the  corporation,  and
(c) in the case of a criminal proceeding, that he or she had no reasonable cause
to believe his or her conduct was unlawful.  If the required standard of conduct
is met, indemnification may include judgments, settlements,  penalties, fines or
reasonable  expenses  (including  attorneys'  fees)  incurred  with respect to a
proceeding.

     A Georgia  corporation may not indemnify a director under Section 14-2-851:
(i) in  connection  with a  proceeding  by or in the  right of the  corporation,
except for reasonable  expenses incurred by such director in connection with the
proceeding  provided  it is  determined  that  such  director  met the  relevant
standard of conduct set forth above,  or (ii) in connection  with any proceeding
with respect to conduct for which such director was adjudged liable on the basis
that he or she received an improper personal benefit.

     Prior to  indemnifying  a director  under  Section  14-2-851 of the Georgia
Code,  a  determination  must be made  that the  director  has met the  relevant
standard of conduct.  Such determination must be made by: (i) a majority vote of
a quorum consisting of disinterested directors; (ii) a duly designated committee
of disinterested directors; (iii) duly selected special legal counsel; or (iv) a
vote of the  shareholders,  excluding shares owned by or voted under the control
of directors who do not qualify as disinterested directors.

     Section  14-2-856 of the Georgia Code 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
Georgia  Code,  and a written  undertaking  by the  director  to repay any funds
advanced if it is ultimately  determined  that such director was not entitled to
such  indemnification.  Section  14-2-852  of the  Georgia  Code  provides  that
directors who are  successful  which 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.

                                       3
The Georgia Code also allows a Georgia  corporation to indemnify  directors
made a party to a proceeding without regard to the above-referenced limitations,
if  authorized  by the  articles  of  incorporation  or a  bylaw,  contract,  or
resolution  duly adopted by a vote of the  shareholders  of the corporation by a
majority of votes entitled to be cast, excluding shares owned or voted under the
control of the director or directors who are not  disinterested,  and to advance
funds  to pay for or  reimburse  reasonable  expenses  incurred  in the  defense
thereof,  subject to restrictions  similar to the restrictions  described in the
preceding paragraph; provided, however, that the corporation may not indemnify a
director adjudged liable (1) for any  appropriation,  in violation of his or her
duties,  of any business  opportunity of the Company,  (2) for acts or omissions
which  involve  intentional  misconduct  or a knowing  violation of law, (3) for
unlawful  distributions  under Section  14-2-832 of the Georgia Code, or (4) for
any transaction in which the director obtained an improper personal benefit.

     Section  14-2-857  of the  Georgia  Code  provides  that an  officer of the
Company (but not an employee or agent  generally)  who is not a director has the
mandatory right of indemnification  granted to directors under Section 14-2-852,
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 Georgia Code. However, the Company's Second Amended and Restated Articles of
Incorporation,  as amended,  prohibit  indemnification of a director who did not
believe in good faith that his or her  actions  were in, or not  opposed to, the
Company's best interests,  or to have improperly received a personal benefit, or
in the case of a criminal  proceeding,  if such director had reasonable cause to
believe his or her conduct was unlawful, or in the case of a proceeding by or in
the right of the Company,  in which such  director  was  adjudged  liable to the
Company,  unless  a court  shall  determine  that the  director  is  fairly  and
reasonably  entitled to indemnification  in view of all the  circumstances.  The
Company's Restated Bylaws extend the indemnification available to officers under
the Georgia Code to employees and agents.

Item 8. Exhibits

     See Exhibit Index.

     The  Registrant  has submitted  the plan and any  amendment  thereto to the
Internal  Revenue  Service  ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plan.

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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, Scott D. Sullivan,  and P. Bruce Borghardt,  and each of them
(with full power to each of them to act alone), his true and lawful attorneys in
fact and agents for him and on his behalf and in his name,  place and stead,  in
any and all capacities to sign any and all amendments (including  post-effective
amendments) to this Registration Statement,  and to file the same, with exhibits
and any and all other documents filed with respect thereto,  with the Securities
and Exchange  Commission (or any other  governmental  or regulatory  authority),
granting unto said  attorneys,  and each of them, full power and authority to do
and to perform each and every act and thing  requisite  and necessary to be done
in and  about  the  premises  in  order to  effectuate  the same as fully to all
intents and  purposes  as he himself  might or could do if  personally  present,
hereby  ratifying and confirming all that said attorneys in fact and agents,  or
any of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Name                       Title                              Date
                    ----                       -----                              ----
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
                                      Director, President and
                                      Chief Executive Officer
 /s/ Bernard J. Ebbers                (Principal Executive Officer)            August 23, 2000
 ------------------------------------
     Bernard J. Ebbers

                                      5
/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.             Chairman of the Board                    August 23, 2000
 ------------------------------------
     Bert C. Roberts, Jr.

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

 /s/ Lawrence C. Tucker               Director                                 August 23, 2000
 ------------------------------------
     Lawrence C. Tucker
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Plan 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. 401(k) Salary Savings Plan

                                      By:  /s/ Scott D. Sullivan
                                           -----------------------------------
                                              Scott D. Sullivan
                                              Chief Financial Officer
EXHIBIT INDEX

   Exhibit
   Number                    Description
   ------                    -----------

    23.1       Consent of Arthur Andersen LLP

    23.2       Consent of KPMG LLP

    24.1       Power of Attorney (included in Signature Pages)