As filed with the Securities and Exchange Commission on June 13, 2001

                                                   Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              -------------------

                                WORLDCOM, INC.
            (Exact Name of Registrant as Specified in Its Charter)

            Georgia                                      58-1521612
(State or Other Jurisdiction of                        (IRS Employer
 Incorporation or Organization)                     Identification No.)

                           500 Clinton Center Drive
                          Clinton, Mississippi 39056
         (Address, including Zip Code of Principal Executive Offices)

                  MCI Group 2001 Employee Stock Purchase Plan
                           (Full Title of the Plan)
                           ------------------------
                           P. Bruce Borghardt, Esq.
                                WorldCom, Inc.
                            10777 Sunset Office Dr.
                                   Suite 330
                           St. Louis, Missouri 63127
                                (314) 909-4100
   (Name, address, including zip code, and telephone number, including area
                   code, of Registrant's agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


          Title of Each
            Class of                                                        Proposed            Proposed
           Securities                                Amount                  Maximum             Maximum         Amount of
            to be                                    to be                Offering Price        Aggregate       Registration
          Registered                               Registered              Per Share(1)      Offering Price(1)        Fee
--------------------------------------------- ------------------------- ------------------- ------------------ ----------------
<S>                                           <C>                       <C>                 <C>                <C>

WorldCom, Inc. - MCI group                      10,000,000 shares(3)          $18.28          $182,800,000         $45,700
Common Stock, $0.01 par value, and
associated preferred stock purchase
rights(2)
</TABLE>

(1)      Computed pursuant to Rule 457(c) and Rule 457(h) solely for the
         purpose of determining the registration fee. Proposed maximum
         offering price represents the average of the high and low prices for
         the Registrant's MCI group Common Stock reported on the Nasdaq
         National Market on June 8, 2001.

(2)      Each share of MCI group Common Stock also represents one preferred
         stock purchase right. Preferred stock purchase rights cannot trade
         separately from the underlying common stock and, therefore, do not
         carry a separate price or necessitate an additional filing fee.

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

<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 by WorldCom, Inc. 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, 2000, as amended;

          2.   Our Quarterly Report on Form 10-Q for the quarterly period
               ended March 31, 2001;

          3.   Our Current Reports on Form 8-K, dated April 26, 2001 (filed
               April 26, 2001); dated May 1, 2001 (filed May 1, 2001); dated
               May 16, 2001 (filed May 16, 2001); dated June 7, 2001 (filed
               June 7, 2001) and dated June 12, 2001 (filed June 12, 2001); and

          4.   The description of our WorldCom, Inc. - MCI group common stock
               set forth in our Registration Statement on Form 8-A, filed
               with the Securities and Exchange Commission on April 25, 2001,
               under Item 1- "Description of Registrant's Securities to be
               Registered."

           All documents filed by us with the Securities and Exchange
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.

Item 4.  Description of Securities.

           Not applicable.

Item 5.  Interests of Named Experts and Counsel.

           Not applicable.

Item 6.  Indemnification of Directors and Officers.

           Section 14-2-202(b)(4) of the Georgia Business Corporation Code
(the "Georgia Code") provides that a corporation's articles of incorporation
may include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for 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 us or any
shareholder to seek an injunction or other nonmonetary relief in the event of
a breach of a director's duty to the corporation and its shareholders.
Additionally, Section 14-2-202(b)(4) applies only to claims against a director
arising out of his or her role as a director, and does not relieve a director
from liability arising from his or her role as an officer or in any other
capacity.

           The provisions of Article Ten of our 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



                                      2
<PAGE>

Ten further provides that the liability of our directors 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 an individual
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 our right) in which he or she is made a party by reason of being our
director and a director who, at our request, act as a director, officer,
partner, trustee, employee or agent 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 (1) in the case of conduct in his or her
official capacity, that such conduct was in the best interests of the
corporation, (2) 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
(3) 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
Georgia Code, 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 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 with respect to any
claim brought against them, which claim is brought because they are or were
our directors, are entitled to mandatory indemnification against reasonable
expenses incurred in connection therewith.

           The Georgia Code also allows a Georgia corporation to indemnify
directors made a party to a proceeding without regard to the above-referenced
limitations, if authorized by the articles of incorporation or a bylaw,
contract, or resolution duly adopted by a vote of the shareholders of the
corporation by a majority of votes entitled to be cast, excluding shares owned
or voted under the control of the director or directors who are not
disinterested, and to advance funds to pay for or reimburse reasonable
expenses incurred in the defense thereof, subject to restrictions similar to
the restrictions described in the preceding paragraph; provided, however, that
the corporation may not indemnify a director adjudged liable (1) for any
appropriation, in violation of his or her duties, of any business opportunity
of WorldCom, (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
WorldCom (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section
14-2-852, subject to the same limitations as described above. In addition, we
may, as provided by either (1) our Second Amended and Restated Articles of
Incorporation, as amended, (2) our Restated Bylaws, (3) general or specific
actions by our board of directors, or (4) 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 our Restated Bylaws
and Article Twelve of our Second Amended and Restated Articles of
Incorporation, as amended, are consistent with the foregoing provisions of the
Georgia Code. However, our Second Amended and Restated Articles of
Incorporation, as amended, prohibit indemnification of a director who

                                      3
<PAGE>

did not believe in good faith that his or her actions were in, or not opposed
to, our 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 us, in which such director was adjudged liable to us, unless a
court shall determine that the director is fairly and reasonably entitled to
indemnification in view of all the circumstances. Our Restated Bylaws extend
the indemnification available to officers under the Georgia Code to employees
and agents.

Item 7.  Exemption From Registration Claimed.

           Not applicable.

Item 8.  Exhibits.

           See Exhibit Index below.

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 (the "Act");

                  (ii) to reflect in the prospectus any facts or events arising
          after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in the 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 Securities and Exchange 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 this
         Registration Statement or any material change to such information in
         this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3 and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Securities and Exchange 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 purposes of determining any liability under
         the 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 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 this 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.



                                      4
<PAGE>

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




                                      5
<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 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
June 13, 2001.

                            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.

                                                           Director
----------------------------------------------------------
         James C. Allen

/s/      Judith Areen                                      Director                            June 13, 2001
----------------------------------------------------------
         Judith Areen

/s/      Carl J. Aycock                                    Director                            June 13, 2001
----------------------------------------------------------
         Carl J. Aycock

/s/      Max E. Bobbitt                                    Director                            June 13, 2001
----------------------------------------------------------
         Max E. Bobbitt

                                                           Director, President and Chief       June 13, 2001
                                                           Executive Officer (Principal
/s/      Bernard J. Ebbers                                 Executive Officer)
----------------------------------------------------------
         Bernard J. Ebbers

/s/      Francesco Galesi                                  Director                            June 13, 2001
---------------------------------------------------------
         Francesco Galesi

/s/      Stiles A. Kellett, Jr.                            Director                            June 13, 2001
----------------------------------------------------------
         Stiles A. Kellett, Jr.

/s/      Gordon S. Macklin                                 Director                            June 13, 2001
----------------------------------------------------------
         Gordon S. Macklin



                                      6
<PAGE>

/s/      Bert C. Roberts, Jr.                              Director                            June 13, 2001
----------------------------------------------------------
         Bert C. Roberts, Jr.

                                                           Director
----------------------------------------------------------
         John W. Sidgmore

                                                           Director and Chief Financial        June 13, 2001
                                                           Officer (Principal Financial
                                                           Officer and Principal
/s/      Scott D. Sullivan                                 Accounting Officer)
----------------------------------------------------------
         Scott D. Sullivan
</TABLE>



                                      7
<PAGE>


                                 EXHIBIT INDEX


 Exhibit Number            Description

   4.1        Articles of Amendment to the Second Amended
              and Restated Articles of Incorporation of
              WorldCom (incorporated herein by reference to
              Exhibit 4.1 and Exhibit 4.2 of WorldCom's
              Current Report on Form 8-K dated June 7, 2001
              (filed June 7, 2001) (File No. 0-11258)).

   4.2        Second Amended and Restated Articles of
              Incorporation of WorldCom (including preferred stock
              designations), as amended as of May 1, 2000 (incorporated
              herein by reference to Exhibit 4.3 of WorldCom's Current
              Report on Form 8-K dated June 7, 2001 (filed June 7, 2001)
              (File No. 0-11258)).

   4.3        Restated Bylaws of WorldCom (incorporated by reference to Exhibit
              3.1 to WorldCom's Current Report on Form 8-K dated June 7, 2001
              (filed June 7, 2001) (File No. 0-11258)).

   4.4        Restated Rights Agreement (incorporated herein
              by reference to Exhibit 4.4 of WorldCom's
              Current Report on Form 8-K dated June 7, 2001
              (filed June 7, 2001) (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 Counsel (included in Exhibit 5.1)

  24.1        Power of Attorney (included in Signature Pages)



<PAGE>



                                                            Exhibit 5.1
June 13, 2001


Board of Directors of
WorldCom, Inc.
500 Clinton Center Drive
Clinton, Mississippi  39056

Ladies and Gentlemen:

         I am General Counsel-Corporate Development of WorldCom, Inc., a
Georgia corporation (the "Company"), and am familiar with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), with respect to 10,000,000
shares (the "Shares") of WorldCom, Inc. - MCI Group Common Stock, par value
$.01, of the Company which are to be issued under the MCI Group 2001 Employee
Stock Purchase Plan (the "Plan").

         In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement, the
Second Amended and Restated Articles of Incorporation, as amended, and the
Restated Bylaws of the Company, certificates, statements and results of
inquiries of public officials and other officers and representatives of the
Company, and such other documents, corporate records, certificates, opinions
and instruments as I have deemed necessary or appropriate to enable me to
render the opinions expressed herein. I have assumed the genuineness of all
signatures on all documents examined by me, the legal competence and capacity
of each person that executed documents, the authenticity of all documents
submitted to me as originals, and the conformity to authentic originals of all
documents submitted to me as certified or photostatic copies. I have also
assumed the due authorization, execution and delivery of all documents.

         Based upon the foregoing, and in reliance thereon and subject to the
qualifications, exceptions and limitations stated herein, I am of the opinion
that when the Registration Statement, including any amendments thereto, shall
have become effective under the Act, and the Shares have been issued in
accordance with the terms of the Plan, then the Shares will be validly issued,
fully paid and nonassessable.

         This opinion is not rendered with respect to any laws other than the
latest codification of the Georgia Business Corporation Code available to me.
This opinion has not been prepared by an attorney admitted to practice in
Georgia.

         I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement on Form S-8. I also consent to your filing
copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of complying with
the laws of such states regarding the offering and sale of the Shares. In
giving this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission.

                            Very truly yours,

                            /s/ P. Bruce Borghardt

                            P. Bruce Borghardt
                            General Counsel - Corporate Development
                            WorldCom, Inc.




<PAGE>



                                                             Exhibit 23.1


                   Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, to be filed on or around
June 13, 2001, of our report dated March 30, 2001, on the consolidated
financial statements of WorldCom, Inc. included in WorldCom, Inc.'s Form
10-K/A for the fiscal year ended December 31, 2000 and to all references to
our Firm in this registration statement.



                            /s/ ARTHUR ANDERSEN LLP


Jackson, Mississippi
June 13, 2001.
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 29838}]
{"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": "333-62926", "film-number": "1660173"}, "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 June 13, 2001

                                                   Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              -------------------

                                WORLDCOM, INC.
            (Exact Name of Registrant as Specified in Its Charter)

            Georgia                                      58-1521612
(State or Other Jurisdiction of                        (IRS Employer
 Incorporation or Organization)                     Identification No.)

                           500 Clinton Center Drive
                          Clinton, Mississippi 39056
         (Address, including Zip Code of Principal Executive Offices)

                  MCI Group 2001 Employee Stock Purchase Plan
                           (Full Title of the Plan)
                           ------------------------
                           P. Bruce Borghardt, Esq.
                                WorldCom, Inc.
                            10777 Sunset Office Dr.
                                   Suite 330
                           St. Louis, Missouri 63127
                                (314) 909-4100
   (Name, address, including zip code, and telephone number, including area
                   code, of Registrant's agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of Each
            Class of                                                        Proposed            Proposed
           Securities                                Amount                  Maximum             Maximum         Amount of
            to be                                    to be                Offering Price        Aggregate       Registration
          Registered                               Registered              Per Share(1)      Offering Price(1)        Fee
--------------------------------------------- ------------------------- ------------------- ------------------ ----------------
WorldCom, Inc. - MCI group                      10,000,000 shares(3)          $18.28          $182,800,000         $45,700
Common Stock, $0.01 par value, and
associated preferred stock purchase
rights(2)
(1)      Computed pursuant to Rule 457(c) and Rule 457(h) solely for the
         purpose of determining the registration fee. Proposed maximum
         offering price represents the average of the high and low prices for
         the Registrant's MCI group Common Stock reported on the Nasdaq
         National Market on June 8, 2001.

(2)      Each share of MCI group Common Stock also represents one preferred
         stock purchase right. Preferred stock purchase rights cannot trade
         separately from the underlying common stock and, therefore, do not
         carry a separate price or necessitate an additional filing fee.

(3)      This Registration Statement also covers such additional shares of MCI
         group 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 by WorldCom, Inc. 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, 2000, as amended;

          2.   Our Quarterly Report on Form 10-Q for the quarterly period
               ended March 31, 2001;

          3.   Our Current Reports on Form 8-K, dated April 26, 2001 (filed
               April 26, 2001); dated May 1, 2001 (filed May 1, 2001); dated
               May 16, 2001 (filed May 16, 2001); dated June 7, 2001 (filed
               June 7, 2001) and dated June 12, 2001 (filed June 12, 2001); and

          4.   The description of our WorldCom, Inc. - MCI group common stock
               set forth in our Registration Statement on Form 8-A, filed
               with the Securities and Exchange Commission on April 25, 2001,
               under Item 1- "Description of Registrant's Securities to be
               Registered."

           All documents filed by us with the Securities and Exchange
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.

Item 4.  Description of Securities.

           Not applicable.

Item 5.  Interests of Named Experts and Counsel.

           Not applicable.

Item 6.  Indemnification of Directors and Officers.

           Section 14-2-202(b)(4) of the Georgia Business Corporation Code
(the "Georgia Code") provides that a corporation's articles of incorporation
may include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for 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 us or any
shareholder to seek an injunction or other nonmonetary relief in the event of
a breach of a director's duty to the corporation and its shareholders.
Additionally, Section 14-2-202(b)(4) applies only to claims against a director
arising out of his or her role as a director, and does not relieve a director
from liability arising from his or her role as an officer or in any other
capacity.

           The provisions of Article Ten of our 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

                                      2
Ten further provides that the liability of our directors 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 an individual
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 our right) in which he or she is made a party by reason of being our
director and a director who, at our request, act as a director, officer,
partner, trustee, employee or agent 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 (1) in the case of conduct in his or her
official capacity, that such conduct was in the best interests of the
corporation, (2) 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
(3) 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
Georgia Code, 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 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 with respect to any
claim brought against them, which claim is brought because they are or were
our directors, are entitled to mandatory indemnification against reasonable
expenses incurred in connection therewith.

           The Georgia Code also allows a Georgia corporation to indemnify
directors made a party to a proceeding without regard to the above-referenced
limitations, if authorized by the articles of incorporation or a bylaw,
contract, or resolution duly adopted by a vote of the shareholders of the
corporation by a majority of votes entitled to be cast, excluding shares owned
or voted under the control of the director or directors who are not
disinterested, and to advance funds to pay for or reimburse reasonable
expenses incurred in the defense thereof, subject to restrictions similar to
the restrictions described in the preceding paragraph; provided, however, that
the corporation may not indemnify a director adjudged liable (1) for any
appropriation, in violation of his or her duties, of any business opportunity
of WorldCom, (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
WorldCom (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section
14-2-852, subject to the same limitations as described above. In addition, we
may, as provided by either (1) our Second Amended and Restated Articles of
Incorporation, as amended, (2) our Restated Bylaws, (3) general or specific
actions by our board of directors, or (4) 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 our Restated Bylaws
and Article Twelve of our Second Amended and Restated Articles of
Incorporation, as amended, are consistent with the foregoing provisions of the
Georgia Code. However, our Second Amended and Restated Articles of
Incorporation, as amended, prohibit indemnification of a director who

                                      3
did not believe in good faith that his or her actions were in, or not opposed
to, our 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 us, in which such director was adjudged liable to us, unless a
court shall determine that the director is fairly and reasonably entitled to
indemnification in view of all the circumstances. Our Restated Bylaws extend
the indemnification available to officers under the Georgia Code to employees
and agents.

Item 7.  Exemption From Registration Claimed.

           Not applicable.

Item 8.  Exhibits.

           See Exhibit Index below.

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 (the "Act");

                  (ii) to reflect in the prospectus any facts or events arising
          after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in the 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 Securities and Exchange 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 this
         Registration Statement or any material change to such information in
         this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3 and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Securities and Exchange 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 purposes of determining any liability under
         the 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 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 this 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.

                                      4
(c) Insofar as indemnification for liabilities arising under the Act
         may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions, or otherwise,
         the Registrant has been advised that in the opinion of the Securities
         and Exchange Commission such indemnification is against public policy
         as expressed in the Act and is, therefore, unenforceable. In the
         event that a claim for indemnification against such liabilities
         (other than 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 Act and will be governed by the final
         adjudication of such issue.

                                      5
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Clinton, State of Mississippi on
June 13, 2001.

                            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.

                                                           Director
----------------------------------------------------------
         James C. Allen

/s/      Judith Areen                                      Director                            June 13, 2001
----------------------------------------------------------
         Judith Areen

/s/      Carl J. Aycock                                    Director                            June 13, 2001
----------------------------------------------------------
         Carl J. Aycock

/s/      Max E. Bobbitt                                    Director                            June 13, 2001
----------------------------------------------------------
         Max E. Bobbitt

                                                           Director, President and Chief       June 13, 2001
                                                           Executive Officer (Principal
/s/      Bernard J. Ebbers                                 Executive Officer)
----------------------------------------------------------
         Bernard J. Ebbers

/s/      Francesco Galesi                                  Director                            June 13, 2001
---------------------------------------------------------
         Francesco Galesi

/s/      Stiles A. Kellett, Jr.                            Director                            June 13, 2001
----------------------------------------------------------
         Stiles A. Kellett, Jr.

/s/      Gordon S. Macklin                                 Director                            June 13, 2001
----------------------------------------------------------
         Gordon S. Macklin

                                      6
/s/      Bert C. Roberts, Jr.                              Director                            June 13, 2001
----------------------------------------------------------
         Bert C. Roberts, Jr.

                                                           Director
----------------------------------------------------------
         John W. Sidgmore

                                                           Director and Chief Financial        June 13, 2001
                                                           Officer (Principal Financial
                                                           Officer and Principal
/s/      Scott D. Sullivan                                 Accounting Officer)
----------------------------------------------------------
         Scott D. Sullivan
7
EXHIBIT INDEX

 Exhibit Number            Description

   4.1        Articles of Amendment to the Second Amended
              and Restated Articles of Incorporation of
              WorldCom (incorporated herein by reference to
              Exhibit 4.1 and Exhibit 4.2 of WorldCom's
              Current Report on Form 8-K dated June 7, 2001
              (filed June 7, 2001) (File No. 0-11258)).

   4.2        Second Amended and Restated Articles of
              Incorporation of WorldCom (including preferred stock
              designations), as amended as of May 1, 2000 (incorporated
              herein by reference to Exhibit 4.3 of WorldCom's Current
              Report on Form 8-K dated June 7, 2001 (filed June 7, 2001)
              (File No. 0-11258)).

   4.3        Restated Bylaws of WorldCom (incorporated by reference to Exhibit
              3.1 to WorldCom's Current Report on Form 8-K dated June 7, 2001
              (filed June 7, 2001) (File No. 0-11258)).

   4.4        Restated Rights Agreement (incorporated herein
              by reference to Exhibit 4.4 of WorldCom's
              Current Report on Form 8-K dated June 7, 2001
              (filed June 7, 2001) (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 Counsel (included in Exhibit 5.1)

  24.1        Power of Attorney (included in Signature Pages)
Exhibit 5.1
June 13, 2001

Board of Directors of
WorldCom, Inc.
500 Clinton Center Drive
Clinton, Mississippi  39056

Ladies and Gentlemen:

         I am General Counsel-Corporate Development of WorldCom, Inc., a
Georgia corporation (the "Company"), and am familiar with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), with respect to 10,000,000
shares (the "Shares") of WorldCom, Inc. - MCI Group Common Stock, par value
$.01, of the Company which are to be issued under the MCI Group 2001 Employee
Stock Purchase Plan (the "Plan").

         In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement, the
Second Amended and Restated Articles of Incorporation, as amended, and the
Restated Bylaws of the Company, certificates, statements and results of
inquiries of public officials and other officers and representatives of the
Company, and such other documents, corporate records, certificates, opinions
and instruments as I have deemed necessary or appropriate to enable me to
render the opinions expressed herein. I have assumed the genuineness of all
signatures on all documents examined by me, the legal competence and capacity
of each person that executed documents, the authenticity of all documents
submitted to me as originals, and the conformity to authentic originals of all
documents submitted to me as certified or photostatic copies. I have also
assumed the due authorization, execution and delivery of all documents.

         Based upon the foregoing, and in reliance thereon and subject to the
qualifications, exceptions and limitations stated herein, I am of the opinion
that when the Registration Statement, including any amendments thereto, shall
have become effective under the Act, and the Shares have been issued in
accordance with the terms of the Plan, then the Shares will be validly issued,
fully paid and nonassessable.

         This opinion is not rendered with respect to any laws other than the
latest codification of the Georgia Business Corporation Code available to me.
This opinion has not been prepared by an attorney admitted to practice in
Georgia.

         I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement on Form S-8. I also consent to your filing
copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of complying with
the laws of such states regarding the offering and sale of the Shares. In
giving this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission.

                            Very truly yours,

                            /s/ P. Bruce Borghardt

                            P. Bruce Borghardt
                            General Counsel - Corporate Development
                            WorldCom, Inc.
Exhibit 23.1

                   Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, to be filed on or around
June 13, 2001, of our report dated March 30, 2001, on the consolidated
financial statements of WorldCom, Inc. included in WorldCom, Inc.'s Form
10-K/A for the fiscal year ended December 31, 2000 and to all references to
our Firm in this registration statement.

                            /s/ ARTHUR ANDERSEN LLP

Jackson, Mississippi
June 13, 2001.