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): March 7, 2002

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

        GEORGIA                    0-11258                   58-1521612
        -------                    -------                   ----------
    (State or Other              (Commission              (I.R.S. Employer
    Jurisdiction of             File Number)           Identification Number)
    Incorporation)

500 CLINTON CENTER DRIVE
CLINTON, MISSISSIPPI                                            39056
-----------------------------------------                 ------------------
(Address of Principal Executive Offices)                      (Zip Code)

               Registrant's telephone number, including area code:

                                 (601) 460-5600
                           -------------------------

<Page>

ITEM 5. OTHER EVENTS.

            On March 7, 2002, the Board of Directors of WorldCom, Inc. (the
"Company") declared a dividend of (i) one preferred share purchase right (a
"WorldCom Right") for each outstanding share of WorldCom, Inc. --WorldCom Group
Common Stock, par value $.01 per share (the "WorldCom Group Stock"), and (ii)
one preferred share purchase right (a "MCI Right", together with the WorldCom
Right, the "Rights") for each outstanding share of WorldCom, Inc.--MCI Group
Common Stock, par value $.01 per share (the "MCI Group Stock", together with the
WorldCom Group Stock, the "Common Stock"). The dividend distribution is payable
on March 18, 2002 (the "Record Date") to the shareholders of record on that
date. Each WorldCom Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series 4 Junior Participating Preferred
Stock, par value $.01 per share (the "Series 4 Preferred Stock") of the Company
at a price of $60.00 per one one-thousandth of a share of Series 4 Preferred
Stock (the "Series 4 Purchase Price"), subject to adjustment. Each MCI Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share of Series 5 Junior Participating Preferred Stock, par value $.01 per
share (the "Series 5 Preferred Stock", and together with the Series 4 Preferred
Stock, the "Preferred Stock") of the Company at a price of $40.00 per one
one-thousandth of a share of Series 5 Preferred Stock (the "Series 5 Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of March 7, 2002, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and The
Bank of New York, as Rights Agent (the "Rights Agent").

            Until the earlier to occur of (i) the close of business on the tenth
business day following the date of public announcement or the date on which the
Company first has notice or determines that a person or group of affiliated or
associated persons (an "Acquiring Person") (other than the Company, any
subsidiary of the Company or any employee benefit plan of the Company) has
acquired, or obtained the right to acquire, 15% or more of the outstanding
shares of voting stock of the Company without the prior express written consent
of the Company executed on behalf of the Company by a duly authorized officer of
the Company following express approval by action of at least a majority of the
Independent Directors (the "Stock Acquisition Date") or (ii) the close of
business on the tenth business day (or such later date as may be determined by
action of the Board of Directors but not later than the Stock Acquisition Date)
following the commencement of a tender offer or exchange offer, without the
prior written consent of the Company, by a person (other than the Company, any
subsidiary of the Company or an employee benefit plan of the Company) which,
upon consummation, would result in such party's control of 15% or more of the
Company's voting stock (the earlier of the dates in clause (i) or (ii) above
being called the "Distribution Date"), each Right will be evidenced by the
appropriate Common Stock Certificate. For purposes of the Rights Ageement, the
"Independent Directors" are those directors of the Company who are not, and
during the past three years have not been, an officer or employee of the
Company, are not an Acquiring Person or a person who would have become an
Acquiring Person upon the effectiveness of a proposal to the Company or its
shareholders or upon the completion of any other action taken by such person,
and who do not have an affiliation or association with an Acquiring Person or
any such other person who would become an Acquiring Person.

<Page>

            The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the WorldCom Rights will be
transferred with and only with the underlying WorldCom Group Stock and the MCI
Rights will be transferred with and only with the underlying MCI Group Stock.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), the surrender for transfer of
any certificates for shares of Common Stock 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 Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the WorldCom Rights
("WorldCom Right Certificates") and separate certificates evidencing the MCI
Rights ("MCI Right Certificates") will be mailed to holders of record of the
WorldCom Group Stock and MCI Group Stock, as the case may be, as of the close of
business on the Distribution Date and such separate certificates alone will then
evidence the Rights.

            The Rights are not exercisable until the Distribution Date. The
Rights will expire, if not previously exercised, on March 18, 2012 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company.

            The Purchase Price payable, and the number of shares of Preferred
Stock, or other securities or property issuable, upon exercise of the WorldCom
Rights or MCI Rights, as the case may be, 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 Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for or purchase Preferred Stock at a price, or securities convertible
into Preferred Stock with a conversion price, less than the then-current market
price of the Series 4 Preferred Stock or Series 5 Preferred Stock, as the case
may be, or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).

            The number of outstanding Rights, and the number of one
one-thousandths of a share of Preferred Stock issuable upon exercise of each
WorldCom Right or MCI Right, as the case may be, are also subject to adjustment
in the event of a stock split of the WorldCom Group Stock or MCI Group Stock, or
a stock dividend on the WorldCom Group Stock or MCI Group Stock payable in
shares of WorldCom Group Stock or MCI Group Stock, as the case may be, or
subdivisions, consolidations or combinations of the WorldCom Group Stock or MCI
Group Stock occurring, in any such case, prior to the Distribution Date.

            Shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable and will be junior to any other series of preferred stock
the Company may issue (unless otherwise provided in the terms of such stock).
Each share of Preferred Stock will have a


                                       ii
<Page>

preferential dividend in an amount equal to 1,000 times any dividend declared on
each share of WorldCom Group Stock or MCI Group Stock, as the case may be. In
the event of liquidation, the holders of the Preferred Stock will receive a
preferred liquidation payment equal to the greater of $1,000 and 1,000 times the
payment made per share of WorldCom Group Stock or MCI Group Stock, as the case
may be. Each share of Series 4 Preferred Stock will have 1,000 votes, on all
matters upon which the holders of WorldCom Group Stock are entitled to vote.
Each share of Series 5 Preferred Stock will have 1,000 votes on all matters upon
which holders of the MCI Group Stock are entitled to vote. In the event of any
merger, consolidation or other transaction in which shares of WorldCom Group
Stock or MCI Group Stock, as the case may be, are converted or exchanged, each
share of Series 4 Preferred Stock or Series 5 Preferred Stock will be entitled
to receive 1,000 times the amount and type of consideration received per share
of WorldCom Group Stock or MCI Group Stock, as the case may be. The rights of
the Preferred Stock as to dividends, liquidation and voting, and in the event of
mergers and consolidations, are protected by customary antidilution provisions.

            Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Series 4 Preferred Stock purchasable upon exercise of each WorldCom Right should
approximate the value of one share of WorldCom Group Stock and the value of the
one one-thousandth interest in a share of Series 5 Preferred Stock purchasable
upon exercise of each MCI Right should approximate the value of one share of MCI
Group Stock.

            If any person or group (other than the Company, any subsidiary of
the Company or any employee benefit plan of the Company) acquires 15% or more of
the Company's outstanding voting stock without the prior written consent of at
least a majority of the Independent Directors, each Right, except those held by
such persons, would entitle each holder of a Right to acquire such number of
shares of WorldCom Group Stock or MCI Group Stock, as the case may be, as shall
equal the result obtained by multiplying the then current Series 4 Purchase
Price or Series 5 Purchase Price, as the case may be, by the number of one
one-thousandths of a share of Series 4 Preferred Stock or Series 5 Preferred
Stock for which a WorldCom Right or MCI Right, as the case may be, is then
exercisable and dividing that product by 50% of the then current per-share
market price of WorldCom Group Stock or MCI Group Stock, as the case may be.

            If any person or group (other than the Company, any subsidiary of
the Company or any employee benefit plan of the Company) acquires more than 15%
but less than 50% of the Company voting stock without the prior written consent
of at least a majority of the Independent Directors, each WorldCom Right, except
those held by such persons, may be exchanged by the Board of Directors for one
share of WorldCom Group Stock and each MCI Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of MCI Group
Stock.

            If the Company were acquired in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Company Common Stock is exchanged or changed or 50% or more of the
Company's assets or earnings power is sold in one or several transactions
without the prior written consent of at least a majority of the


                                       iii
<Page>

Independent Directors, each Right would entitle the holders thereof (except for
the Acquiring Person) to receive such number of shares of the acquiring
company's common stock as shall be equal to the result obtained by multiplying
the then current Series 4 Purchase Price or the Series 5 Purchase Price by the
number of one one-thousandths of a share of Series 4 Preferred Stock or Series 5
Preferred Stock, as the case may be, for which a Right is then exercisable and
dividing that product by 50% of the then current market price per share of the
common stock of the acquiring company on the date of such merger or other
business combination transaction.

            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 shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, 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 Stock on the last
trading day prior to the date of exercise.

            At any time prior to the time an Acquiring Person becomes such, a
majority of the Independent Directors may elect to redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Independent Directors in their 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.

            The terms of the Rights may be amended by action of at least a
majority of the Independent Directors without the consent of the holders of the
Rights, including an amendment to lower certain thresholds described above to
not less than the greater of (i) any percentage greater than the largest
percentage of the voting power of all securities of the Company then known to
the Company to be beneficially owned by any person or group of affiliated or
associated persons (other than an excepted person) and (ii) 10%, except that
from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.

            A committee of Independent Directors will review the Rights
Agreement at least every three years and, if a majority of the members of the
committee deems it appropriate, may recommend a modification or termination of
the Rights Agreement.

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

            A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as the same may
be amended from time to time, which is hereby incorporated herein by reference.


                                       iv
<Page>

            ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

       4                Rights Agreement, dated as of March 7, 2002 between
                        WorldCom, Inc. and The Bank of New York, as Rights
                        Agent, which includes the form of WorldCom Right
                        Certificate as Exhibit A, the form of MCI Right
                        Certificate as Exhibit B and the Summary of Preferred
                        Stock Purchase Rights 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 (except for certain exempted persons or groups)
                        has acquired beneficial ownership of 15% or more of the
                        outstanding shares of Common Stock or the tenth business
                        day (or such later date as may be determined by action
                        of the Board of Directors) 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 15% or
                        more of the outstanding shares of Common Stock
                        (incorporated by reference to Exhibit 1 to the Form 8-A
                        filed by WorldCom, Inc. on March 13, 2002).

      99                Press release dated March 8, 2002.


                                       v
<Page>

                                    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.

                                          WORLDCOM, INC.
                                          (Registrant)


Date: March 13, 2002                      By: /s/ Scott D. Sullivan
                                              -----------------------------
                                                  Scott D. Sullivan
                                                  Chief Financial Officer

<Page>

                                  EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

       4                Rights Agreement, dated as of March 7, 2002 between
                        WorldCom, Inc. and The Bank of New York, as Rights
                        Agent, which includes the form of WorldCom Right
                        Certificate as Exhibit A, the form of MCI Right
                        Certificate as Exhibit B and the Summary of Preferred
                        Stock Purchase Rights 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 (except for certain exempted persons or groups)
                        has acquired beneficial ownership of 15% or more of the
                        outstanding shares of Common Stock or the tenth business
                        day (or such later date as may be determined by action
                        of the Board of Directors) 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 15% or
                        more of the outstanding shares of Common Stock
                        (incorporated by reference to Exhibit 1 to the Form 8-A
                        filed by WorldCom, Inc. on March 13, 2002).

      99                Press release dated March 8, 2002.


                                      vii
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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): March 7, 2002

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

        GEORGIA                    0-11258                   58-1521612
        -------                    -------                   ----------
    (State or Other              (Commission              (I.R.S. Employer
    Jurisdiction of             File Number)           Identification Number)
    Incorporation)

500 CLINTON CENTER DRIVE
CLINTON, MISSISSIPPI                                            39056
-----------------------------------------                 ------------------
(Address of Principal Executive Offices)                      (Zip Code)

               Registrant's telephone number, including area code:

                                 (601) 460-5600
                           -------------------------
ITEM 5. OTHER EVENTS.

            On March 7, 2002, the Board of Directors of WorldCom, Inc. (the
"Company") declared a dividend of (i) one preferred share purchase right (a
"WorldCom Right") for each outstanding share of WorldCom, Inc. --WorldCom Group
Common Stock, par value $.01 per share (the "WorldCom Group Stock"), and (ii)
one preferred share purchase right (a "MCI Right", together with the WorldCom
Right, the "Rights") for each outstanding share of WorldCom, Inc.--MCI Group
Common Stock, par value $.01 per share (the "MCI Group Stock", together with the
WorldCom Group Stock, the "Common Stock"). The dividend distribution is payable
on March 18, 2002 (the "Record Date") to the shareholders of record on that
date. Each WorldCom Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series 4 Junior Participating Preferred
Stock, par value $.01 per share (the "Series 4 Preferred Stock") of the Company
at a price of $60.00 per one one-thousandth of a share of Series 4 Preferred
Stock (the "Series 4 Purchase Price"), subject to adjustment. Each MCI Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share of Series 5 Junior Participating Preferred Stock, par value $.01 per
share (the "Series 5 Preferred Stock", and together with the Series 4 Preferred
Stock, the "Preferred Stock") of the Company at a price of $40.00 per one
one-thousandth of a share of Series 5 Preferred Stock (the "Series 5 Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of March 7, 2002, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and The
Bank of New York, as Rights Agent (the "Rights Agent").

            Until the earlier to occur of (i) the close of business on the tenth
business day following the date of public announcement or the date on which the
Company first has notice or determines that a person or group of affiliated or
associated persons (an "Acquiring Person") (other than the Company, any
subsidiary of the Company or any employee benefit plan of the Company) has
acquired, or obtained the right to acquire, 15% or more of the outstanding
shares of voting stock of the Company without the prior express written consent
of the Company executed on behalf of the Company by a duly authorized officer of
the Company following express approval by action of at least a majority of the
Independent Directors (the "Stock Acquisition Date") or (ii) the close of
business on the tenth business day (or such later date as may be determined by
action of the Board of Directors but not later than the Stock Acquisition Date)
following the commencement of a tender offer or exchange offer, without the
prior written consent of the Company, by a person (other than the Company, any
subsidiary of the Company or an employee benefit plan of the Company) which,
upon consummation, would result in such party's control of 15% or more of the
Company's voting stock (the earlier of the dates in clause (i) or (ii) above
being called the "Distribution Date"), each Right will be evidenced by the
appropriate Common Stock Certificate. For purposes of the Rights Ageement, the
"Independent Directors" are those directors of the Company who are not, and
during the past three years have not been, an officer or employee of the
Company, are not an Acquiring Person or a person who would have become an
Acquiring Person upon the effectiveness of a proposal to the Company or its
shareholders or upon the completion of any other action taken by such person,
and who do not have an affiliation or association with an Acquiring Person or
any such other person who would become an Acquiring Person.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the WorldCom Rights will be
transferred with and only with the underlying WorldCom Group Stock and the MCI
Rights will be transferred with and only with the underlying MCI Group Stock.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), the surrender for transfer of
any certificates for shares of Common Stock 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 Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the WorldCom Rights
("WorldCom Right Certificates") and separate certificates evidencing the MCI
Rights ("MCI Right Certificates") will be mailed to holders of record of the
WorldCom Group Stock and MCI Group Stock, as the case may be, as of the close of
business on the Distribution Date and such separate certificates alone will then
evidence the Rights.

            The Rights are not exercisable until the Distribution Date. The
Rights will expire, if not previously exercised, on March 18, 2012 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company.

            The Purchase Price payable, and the number of shares of Preferred
Stock, or other securities or property issuable, upon exercise of the WorldCom
Rights or MCI Rights, as the case may be, 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 Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for or purchase Preferred Stock at a price, or securities convertible
into Preferred Stock with a conversion price, less than the then-current market
price of the Series 4 Preferred Stock or Series 5 Preferred Stock, as the case
may be, or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).

            The number of outstanding Rights, and the number of one
one-thousandths of a share of Preferred Stock issuable upon exercise of each
WorldCom Right or MCI Right, as the case may be, are also subject to adjustment
in the event of a stock split of the WorldCom Group Stock or MCI Group Stock, or
a stock dividend on the WorldCom Group Stock or MCI Group Stock payable in
shares of WorldCom Group Stock or MCI Group Stock, as the case may be, or
subdivisions, consolidations or combinations of the WorldCom Group Stock or MCI
Group Stock occurring, in any such case, prior to the Distribution Date.

            Shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable and will be junior to any other series of preferred stock
the Company may issue (unless otherwise provided in the terms of such stock).
Each share of Preferred Stock will have a

                                       ii
preferential dividend in an amount equal to 1,000 times any dividend declared on
each share of WorldCom Group Stock or MCI Group Stock, as the case may be. In
the event of liquidation, the holders of the Preferred Stock will receive a
preferred liquidation payment equal to the greater of $1,000 and 1,000 times the
payment made per share of WorldCom Group Stock or MCI Group Stock, as the case
may be. Each share of Series 4 Preferred Stock will have 1,000 votes, on all
matters upon which the holders of WorldCom Group Stock are entitled to vote.
Each share of Series 5 Preferred Stock will have 1,000 votes on all matters upon
which holders of the MCI Group Stock are entitled to vote. In the event of any
merger, consolidation or other transaction in which shares of WorldCom Group
Stock or MCI Group Stock, as the case may be, are converted or exchanged, each
share of Series 4 Preferred Stock or Series 5 Preferred Stock will be entitled
to receive 1,000 times the amount and type of consideration received per share
of WorldCom Group Stock or MCI Group Stock, as the case may be. The rights of
the Preferred Stock as to dividends, liquidation and voting, and in the event of
mergers and consolidations, are protected by customary antidilution provisions.

            Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Series 4 Preferred Stock purchasable upon exercise of each WorldCom Right should
approximate the value of one share of WorldCom Group Stock and the value of the
one one-thousandth interest in a share of Series 5 Preferred Stock purchasable
upon exercise of each MCI Right should approximate the value of one share of MCI
Group Stock.

            If any person or group (other than the Company, any subsidiary of
the Company or any employee benefit plan of the Company) acquires 15% or more of
the Company's outstanding voting stock without the prior written consent of at
least a majority of the Independent Directors, each Right, except those held by
such persons, would entitle each holder of a Right to acquire such number of
shares of WorldCom Group Stock or MCI Group Stock, as the case may be, as shall
equal the result obtained by multiplying the then current Series 4 Purchase
Price or Series 5 Purchase Price, as the case may be, by the number of one
one-thousandths of a share of Series 4 Preferred Stock or Series 5 Preferred
Stock for which a WorldCom Right or MCI Right, as the case may be, is then
exercisable and dividing that product by 50% of the then current per-share
market price of WorldCom Group Stock or MCI Group Stock, as the case may be.

            If any person or group (other than the Company, any subsidiary of
the Company or any employee benefit plan of the Company) acquires more than 15%
but less than 50% of the Company voting stock without the prior written consent
of at least a majority of the Independent Directors, each WorldCom Right, except
those held by such persons, may be exchanged by the Board of Directors for one
share of WorldCom Group Stock and each MCI Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of MCI Group
Stock.

            If the Company were acquired in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Company Common Stock is exchanged or changed or 50% or more of the
Company's assets or earnings power is sold in one or several transactions
without the prior written consent of at least a majority of the

                                       iii
Independent Directors, each Right would entitle the holders thereof (except for
the Acquiring Person) to receive such number of shares of the acquiring
company's common stock as shall be equal to the result obtained by multiplying
the then current Series 4 Purchase Price or the Series 5 Purchase Price by the
number of one one-thousandths of a share of Series 4 Preferred Stock or Series 5
Preferred Stock, as the case may be, for which a Right is then exercisable and
dividing that product by 50% of the then current market price per share of the
common stock of the acquiring company on the date of such merger or other
business combination transaction.

            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 shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, 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 Stock on the last
trading day prior to the date of exercise.

            At any time prior to the time an Acquiring Person becomes such, a
majority of the Independent Directors may elect to redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Independent Directors in their 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.

            The terms of the Rights may be amended by action of at least a
majority of the Independent Directors without the consent of the holders of the
Rights, including an amendment to lower certain thresholds described above to
not less than the greater of (i) any percentage greater than the largest
percentage of the voting power of all securities of the Company then known to
the Company to be beneficially owned by any person or group of affiliated or
associated persons (other than an excepted person) and (ii) 10%, except that
from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.

            A committee of Independent Directors will review the Rights
Agreement at least every three years and, if a majority of the members of the
committee deems it appropriate, may recommend a modification or termination of
the Rights Agreement.

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

            A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as the same may
be amended from time to time, which is hereby incorporated herein by reference.

                                       iv
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

       4                Rights Agreement, dated as of March 7, 2002 between
                        WorldCom, Inc. and The Bank of New York, as Rights
                        Agent, which includes the form of WorldCom Right
                        Certificate as Exhibit A, the form of MCI Right
                        Certificate as Exhibit B and the Summary of Preferred
                        Stock Purchase Rights 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 (except for certain exempted persons or groups)
                        has acquired beneficial ownership of 15% or more of the
                        outstanding shares of Common Stock or the tenth business
                        day (or such later date as may be determined by action
                        of the Board of Directors) 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 15% or
                        more of the outstanding shares of Common Stock
                        (incorporated by reference to Exhibit 1 to the Form 8-A
                        filed by WorldCom, Inc. on March 13, 2002).

      99                Press release dated March 8, 2002.

                                       v
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.

                                          WORLDCOM, INC.
                                          (Registrant)

Date: March 13, 2002                      By: /s/ Scott D. Sullivan
                                              -----------------------------
                                                  Scott D. Sullivan
                                                  Chief Financial Officer
EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

       4                Rights Agreement, dated as of March 7, 2002 between
                        WorldCom, Inc. and The Bank of New York, as Rights
                        Agent, which includes the form of WorldCom Right
                        Certificate as Exhibit A, the form of MCI Right
                        Certificate as Exhibit B and the Summary of Preferred
                        Stock Purchase Rights 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 (except for certain exempted persons or groups)
                        has acquired beneficial ownership of 15% or more of the
                        outstanding shares of Common Stock or the tenth business
                        day (or such later date as may be determined by action
                        of the Board of Directors) 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 15% or
                        more of the outstanding shares of Common Stock
                        (incorporated by reference to Exhibit 1 to the Form 8-A
                        filed by WorldCom, Inc. on March 13, 2002).

      99                Press release dated March 8, 2002.

                                      vii