PAGE 1
=================================================================



                 SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

                             FORM 8-K

                           CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 4, 1994
                                             (September 30, 1994)

                  MCI Communications Corporation
- -----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)


        Delaware                                 52-0886267  
- ----------------------------------------     -----------------
(State of incorporation or organization)     (I.R.S. Employer
                                              Identification No.)


1801 Pennsylvania Avenue, N.W.
         Washington DC                             20006  
- -----------------------------------------    -----------------
 (Address of principal executive offices)       (Zip Code)


Registrant's telephone number, including area code: 202-872-1600



=================================================================
















<PAGE>                        PAGE 2

Item 5.  Other Events.

          On September 7, 1994, the Board of Directors of MCI
Communications Corporation (the "Company") declared a dividend of
one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $.10 per share and
Class A common stock, par value $.10, of the Company (the "Common
Shares").  The payment of the dividend of the Rights was subject
to the closing of the transactions contemplated by the Amended
and Restated Investment Agreement dated as of January 31, 1994
(the "Investment Agreement") between the Company and British
Telecommunications plc ("BT"), which has now occurred.  On
September 30, 1994, the record date committee of the Board of
Directors, pursuant to the authorization of the Board of
Directors of the Company, established that the dividend is
payable on October 11, 1994 (the "Record Date") to the
stockholders of record on that date.  Prior to the Distribution
Date (as defined below), the Rights will also be attached to all
future issuances of Common Shares.  Each Right entitles the
registered holder to purchase from the Company one one-hundredth
of a share of Series E Junior Participating Preferred Stock, par
value $.10 per share (the "Preferred Shares") of the Company at a
price of $100 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.  The description and
terms of the Rights are set forth in a Rights Agreement dated as
of September 30, 1994 (the "Rights Agreement") between the
Company and Mellon Bank, N.A., as Rights Agent (the "Rights
Agent").

          The Rights will become exercisable on the date (the
"Distribution Date") that is the earlier of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired
beneficial ownership of 10% or more of the outstanding Common
Shares (more than 20.1% of the outstanding Common Shares in the
case of share acquisitions by BT) or (ii) 10 business days (or
such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement
or announcement of an intention to make a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 10% or more of the
outstanding Common Shares (more than 20.1% of the outstanding
Common Shares in the case of a tender offer or exchange offer
commenced or announced by BT). BT will not be deemed an Acquiring
Person solely by virtue of the shares of Class A Common Stock it
acquires pursuant to the Investment Agreement or any shares of
Common Stock issued upon conversion of such shares of Class A
Common Stock.  The Rights will be evidenced, with respect to any
of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate together with a copy of
this Summary of Rights.



<PAGE>                        PAGE 3

          The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Shares.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuances of Common Shares will contain a notation incorporating
the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights, will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate.  As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the
Distribution Date and thereafter such separate Right Certificates
alone will evidence the Rights.  The Rights Agreement provides
that anything therein or in the Rights to the contrary
notwithstanding, Rights may be issued subsequent to the
Distribution Date under certain circumstances as set forth in the
Rights Agreement.

          The Rights are not exercisable until the Distribution
Date.  The Rights will expire on September 30, 2004 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case as described below.

          The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then-current market
price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those
referred to above).

          The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.




<PAGE>                        PAGE 4

          Preferred Shares purchasable upon exercise of the
Rights will not be redeemable, except as otherwise provided under
Section 9 of the Company's Certificate of Incorporation.  Each
Preferred Share will be entitled to a preferential quarterly
dividend payment of the greater of $1 per share or 100 times the
dividend declared per Common Share.  In the event of liquidation,
the holders of the Preferred Shares will be entitled to a
preferential liquidation payment of the greater of $100 per share
or 100 times the payment made per Common Share.  Each Preferred
Share will have 100 votes, voting together with the Common
Shares.  These rights are protected by customary antidilution
provisions.


          Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common
Share.

          In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a
Right (other than Rights beneficially owned by the Acquiring
Person, which will become void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock
having a market value of two times the exercise price of the
Right. 

          In the event that, after a person or group has become
an Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price, that number
of shares of common stock of the acquiring company which at the
time of such transaction will have a market value of two times
the exercise price of the Right.  

          With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.






<PAGE>                        PAGE 5

          At any time prior to the time an Acquiring Person
becomes such, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"), provided that pursuant to the
Company's Certificate of Incorporation, during the four years
following the closing of the transactions with BT contemplated
under the Investment Agreement, so long as any shares of Class A
Common Stock remain outstanding, such redemption will also
require the affirmative vote of the holders of 75% of all the
Company's outstanding voting securities.  In addition, under the
Investment Agreement, during the six years thereafter, the
Company has agreed with BT that, without BT's consent, it will
not redeem the Rights unless it has followed certain auction
procedures set forth in the Investment Agreement.  The redemption
of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole
discretion may establish.  Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.

          At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a Preferred Share (or of a
share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per Right
(subject to adjustment).  
          
          Subject to the consent rights of BT under the
certificate of incorporation and the Investment Agreement, for so
long as Rights are then redeemable, the Company may, except with
respect to the redemption price, amend the Rights in any manner. 
After the Rights are no longer redeemable the Company may amend
the Rights in any manner that does not adversely affect the
interests of holders of the Rights or cause the Rights again to
become redeemable. 

          Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.          











<PAGE>                        PAGE 6

Item 7.   Exhibits.

      3(i)     Amended and Restated Certificate of Incorporation
               of Registrant.

      4(a)     Rights Agreement, dated as of September 30, 1994,
               between the Company and Mellon Bank, N.A. which
               includes the Certificate of Designations for the
               Series E Junior Participating Preferred Stock as
               Exhibit A, the form of Right Certificate as
               Exhibit B and the Summary of Rights to Purchase
               Preferred Shares as Exhibit C. Pursuant to the
               Rights Agreement, printed Right Certificates will
               not be mailed until as soon as practicable after
               the earlier of the tenth day after public
               announcement that a person or group has acquired
               beneficial ownership of 10% or more of the Common
               Shares (more than 20.1% in the case of BT) or the
               tenth business day after a person commences, or
               announces its intention to commence, a tender
               offer or exchange offer the consummation of which
               would result in the beneficial ownership by a
               person or group of 10% or more of the Common
               Shares (more than 20.1% in the case of BT). 

     99(a)     Press Release dated September 30, 1994.






























<PAGE>                        PAGE 7

                             SIGNATURE

          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                   MCI COMMUNICATIONS CORPORATION


DATED: October 4, 1994             By:  /S/EDWARD G. FREITAG
                                        -----------------------
                                        Edward G. Freitag  
                                        Assistant Secretary









































<PAGE>                        PAGE 1

                         EXHIBIT INDEX


Exhibit No.                        Description
- -----------                        -----------


      3(i)               Amended and Restated Certificate of
                         Incorporation of Registrant.

      4(a)               Rights Agreement, dated as of September
                         30, 1994, between the Company and Mellon
                         Bank, N.A. which includes the
                         Certificate of Designations for the
                         Series E Junior Participating Preferred
                         Stock as Exhibit A, the form of Right
                         Certificate as Exhibit B and the Summary
                         of Rights to Purchase Preferred Shares
                         as Exhibit C. Pursuant to the Rights
                         Agreement, printed Right Certificates
                         will not be mailed until as soon as
                         practicable after the earlier of the
                         tenth day after public announcement that
                         a person or group has acquired
                         beneficial ownership of 10% or more of
                         the Common Shares (more than 20.1% in
                         the case of BT) or the tenth business
                         day after a person commences, or
                         announces its intention to commence, a
                         tender offer or exchange offer the
                         consummation of which would result in
                         the beneficial ownership by a person or
                         group of 10% or more of the Common
                         Shares (more than 20.1% in the case of
                         BT).

     99(a)               Press Release dated September 30, 1994.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 16402}]
{"company-data": {"conformed-name": "MCI COMMUNICATIONS CORP", "cik": "0000064079", "assigned-sic": "4813", "irs-number": "520886267", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-06547", "film-number": "94551422"}, "business-address": {"street1": "1133 19TH ST NW", "city": "WASHINGTON", "state": "DC", "zip": "20036", "phone": "2028721600"}, "mail-address": {"street1": "1801 PENNSYVANIA AVENUE, NW", "city": "WASHINGTON", "state": "DC", "zip": "20006"}}
PAGE 1
=================================================================

                 SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

                             FORM 8-K

                           CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 4, 1994
                                             (September 30, 1994)

                  MCI Communications Corporation
- -----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

        Delaware                                 52-0886267  
- ----------------------------------------     -----------------
(State of incorporation or organization)     (I.R.S. Employer
                                              Identification No.)

1801 Pennsylvania Avenue, N.W.
         Washington DC                             20006  
- -----------------------------------------    -----------------
 (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code: 202-872-1600

=================================================================
PAGE 2

Item 5.  Other Events.

          On September 7, 1994, the Board of Directors of MCI
Communications Corporation (the "Company") declared a dividend of
one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $.10 per share and
Class A common stock, par value $.10, of the Company (the "Common
Shares").  The payment of the dividend of the Rights was subject
to the closing of the transactions contemplated by the Amended
and Restated Investment Agreement dated as of January 31, 1994
(the "Investment Agreement") between the Company and British
Telecommunications plc ("BT"), which has now occurred.  On
September 30, 1994, the record date committee of the Board of
Directors, pursuant to the authorization of the Board of
Directors of the Company, established that the dividend is
payable on October 11, 1994 (the "Record Date") to the
stockholders of record on that date.  Prior to the Distribution
Date (as defined below), the Rights will also be attached to all
future issuances of Common Shares.  Each Right entitles the
registered holder to purchase from the Company one one-hundredth
of a share of Series E Junior Participating Preferred Stock, par
value $.10 per share (the "Preferred Shares") of the Company at a
price of $100 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.  The description and
terms of the Rights are set forth in a Rights Agreement dated as
of September 30, 1994 (the "Rights Agreement") between the
Company and Mellon Bank, N.A., as Rights Agent (the "Rights
Agent").

          The Rights will become exercisable on the date (the
"Distribution Date") that is the earlier of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired
beneficial ownership of 10% or more of the outstanding Common
Shares (more than 20.1% of the outstanding Common Shares in the
case of share acquisitions by BT) or (ii) 10 business days (or
such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement
or announcement of an intention to make a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 10% or more of the
outstanding Common Shares (more than 20.1% of the outstanding
Common Shares in the case of a tender offer or exchange offer
commenced or announced by BT). BT will not be deemed an Acquiring
Person solely by virtue of the shares of Class A Common Stock it
acquires pursuant to the Investment Agreement or any shares of
Common Stock issued upon conversion of such shares of Class A
Common Stock.  The Rights will be evidenced, with respect to any
of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate together with a copy of
this Summary of Rights.
PAGE 3

          The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Shares.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuances of Common Shares will contain a notation incorporating
the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights, will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate.  As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the
Distribution Date and thereafter such separate Right Certificates
alone will evidence the Rights.  The Rights Agreement provides
that anything therein or in the Rights to the contrary
notwithstanding, Rights may be issued subsequent to the
Distribution Date under certain circumstances as set forth in the
Rights Agreement.

          The Rights are not exercisable until the Distribution
Date.  The Rights will expire on September 30, 2004 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case as described below.

          The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then-current market
price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those
referred to above).

          The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
PAGE 4

          Preferred Shares purchasable upon exercise of the
Rights will not be redeemable, except as otherwise provided under
Section 9 of the Company's Certificate of Incorporation.  Each
Preferred Share will be entitled to a preferential quarterly
dividend payment of the greater of $1 per share or 100 times the
dividend declared per Common Share.  In the event of liquidation,
the holders of the Preferred Shares will be entitled to a
preferential liquidation payment of the greater of $100 per share
or 100 times the payment made per Common Share.  Each Preferred
Share will have 100 votes, voting together with the Common
Shares.  These rights are protected by customary antidilution
provisions.

          Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common
Share.

          In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a
Right (other than Rights beneficially owned by the Acquiring
Person, which will become void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock
having a market value of two times the exercise price of the
Right. 

          In the event that, after a person or group has become
an Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price, that number
of shares of common stock of the acquiring company which at the
time of such transaction will have a market value of two times
the exercise price of the Right.  

          With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.
PAGE 5

          At any time prior to the time an Acquiring Person
becomes such, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"), provided that pursuant to the
Company's Certificate of Incorporation, during the four years
following the closing of the transactions with BT contemplated
under the Investment Agreement, so long as any shares of Class A
Common Stock remain outstanding, such redemption will also
require the affirmative vote of the holders of 75% of all the
Company's outstanding voting securities.  In addition, under the
Investment Agreement, during the six years thereafter, the
Company has agreed with BT that, without BT's consent, it will
not redeem the Rights unless it has followed certain auction
procedures set forth in the Investment Agreement.  The redemption
of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole
discretion may establish.  Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.

          At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a Preferred Share (or of a
share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per Right
(subject to adjustment).  
          
          Subject to the consent rights of BT under the
certificate of incorporation and the Investment Agreement, for so
long as Rights are then redeemable, the Company may, except with
respect to the redemption price, amend the Rights in any manner. 
After the Rights are no longer redeemable the Company may amend
the Rights in any manner that does not adversely affect the
interests of holders of the Rights or cause the Rights again to
become redeemable. 

          Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
PAGE 6

Item 7.   Exhibits.

      3(i)     Amended and Restated Certificate of Incorporation
               of Registrant.

      4(a)     Rights Agreement, dated as of September 30, 1994,
               between the Company and Mellon Bank, N.A. which
               includes the Certificate of Designations for the
               Series E Junior Participating Preferred Stock as
               Exhibit A, the form of Right Certificate as
               Exhibit B and the Summary of Rights to Purchase
               Preferred Shares as Exhibit C. Pursuant to the
               Rights Agreement, printed Right Certificates will
               not be mailed until as soon as practicable after
               the earlier of the tenth day after public
               announcement that a person or group has acquired
               beneficial ownership of 10% or more of the Common
               Shares (more than 20.1% in the case of BT) or the
               tenth business day after a person commences, or
               announces its intention to commence, a tender
               offer or exchange offer the consummation of which
               would result in the beneficial ownership by a
               person or group of 10% or more of the Common
               Shares (more than 20.1% in the case of BT). 

     99(a)     Press Release dated September 30, 1994.
PAGE 7

                             SIGNATURE

          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                                   MCI COMMUNICATIONS CORPORATION

DATED: October 4, 1994             By:  /S/EDWARD G. FREITAG
                                        -----------------------
                                        Edward G. Freitag  
                                        Assistant Secretary
PAGE 1

                         EXHIBIT INDEX

Exhibit No.                        Description
- -----------                        -----------

      3(i)               Amended and Restated Certificate of
                         Incorporation of Registrant.

      4(a)               Rights Agreement, dated as of September
                         30, 1994, between the Company and Mellon
                         Bank, N.A. which includes the
                         Certificate of Designations for the
                         Series E Junior Participating Preferred
                         Stock as Exhibit A, the form of Right
                         Certificate as Exhibit B and the Summary
                         of Rights to Purchase Preferred Shares
                         as Exhibit C. Pursuant to the Rights
                         Agreement, printed Right Certificates
                         will not be mailed until as soon as
                         practicable after the earlier of the
                         tenth day after public announcement that
                         a person or group has acquired
                         beneficial ownership of 10% or more of
                         the Common Shares (more than 20.1% in
                         the case of BT) or the tenth business
                         day after a person commences, or
                         announces its intention to commence, a
                         tender offer or exchange offer the
                         consummation of which would result in
                         the beneficial ownership by a person or
                         group of 10% or more of the Common
                         Shares (more than 20.1% in the case of
                         BT).

     99(a)               Press Release dated September 30, 1994.