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

                       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): June 8, 2001

--------------------------------------------------------------------------------
                                 WorldCom, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Georgia                 0-11258                   58-1521612
        (State or Other          (Commission File            (IRS Employer
        Jurisdiction of              Number)              Identification Number)
         Incorporation)

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

       Registrant's telephone number, including area code: (601) 460-5600

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

<PAGE>

Item 5. Other Events.

On June 8, 2001, WorldCom, Inc. ("WorldCom" or the "Company") replaced its
existing $7 billion 364-Day Revolving Credit and Term Loan Agreement with two
new credit facilities consisting of a $2.65 billion 364-Day Revolving Credit
Agreement (the "364-Day Facility") and a $1.6 billion Revolving Credit Agreement
(the "Multi-Year Facility"). The 364-Day Facility and the Multi-Year Facility,
together with the Company's existing $3.75 billion Amended and Restated Facility
A Revolving Credit Agreement (the "Existing Facility"), provide the Company with
aggregate credit facilities of $8 billion. These credit facilities provide
liquidity support for the Company's commercial paper program and will be used
for other general corporate purposes.

The Existing Facility and the Multi-Year Facility mature on June 30, 2002 and
June 8, 2006, respectively. The 364-Day Facility has a 364-day term, which may
be extended for successive 364-day terms to the extent of the committed amounts
from those lenders consenting thereto, with a requirement that lenders holding
51% of the committed amounts consent and so long as the final maturity date does
not extend beyond June 8, 2006. Additionally, the Company may elect to convert
the principal debt outstanding under the 364-Day Facility to a term loan
maturing no later than one year after the conversion date, so long as the final
maturity date does not extend beyond June 8, 2006. The Existing Facility is
subject to annual commitment fees not to exceed 0.25% of any unborrowed portion
of the facilities. The 364-Day Facility and the Multi-Year Facility are subject
to annual facility fees not to exceed .20% or .25%, respectively, of the average
daily commitment under each such facility (whether used or unused).

The credit facilities bear interest payable in varying periods, depending on the
interest period, not to exceed six months, or with respect to any Eurodollar
Rate borrowing, 12 months if available to all lenders, at rates selected by the
Company under the terms of the credit facilities, including a Base Rate or
Eurodollar Rate, plus the applicable margin. The applicable margin for the
Eurodollar Rate borrowing generally varies from 0.35% to 0.75% as to loans under
the Existing Facility, from .29% to .80% as to loans under the 364-Day Facility
and .27% to .75% as to loans under the Multi-Year Facility, in each case based
upon the Company's then current debt ratings.

The credit facilities are unsecured but include a negative pledge of the assets
of the Company and, subject to exceptions, the covered subsidiaries.

The credit facilities require compliance with a financial covenant based on the
ratio of total debt to total capitalization, calculated on a consolidated basis.
The credit facilities require compliance with operating covenants which limit,
among other things, the incurrence of additional indebtedness by the Company and
the covered subsidiaries and sales of assets and mergers and dissolutions. The
credit facilities do not restrict distributions to shareholders, provided the
Company is not in default under the credit facilities. As of the date of this
filing, the Company was in compliance with these covenants.

Item 7(C). Exhibits.

The following exhibit is filed herewith in accordance with Item 601 of
Regulation S-K:

<PAGE>

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

10.1              364-Day Revolving Credit Agreement among WorldCom and Bank of
                  America, N.A. and The Chase Manhattan Bank, Co-Administrative
                  Agents; Banc of America Securities LLC and J.P. Morgan
                  Securities Inc., Joint Lead Arrangers and Joint Book Managers;
                  Banc of America Securities LLC, J.P. Morgan Securities Inc.,
                  Salomon Smith Barney Inc., ABN Amro Bank N.V. and Deutsche
                  Banc Alex. Brown Inc., Co-Arrangers; Citibank, N.A.,
                  Syndication Agent; ABN Amro Bank N.V. and Deutsche Bank AG New
                  York Branch, Co-Documentation Agents; and the lenders named
                  therein dated as of June 8, 2001

10.2              Revolving Credit Agreement among WorldCom and Bank of America,
                  N.A. and The Chase Manhattan Bank, Co-Administrative Agents;
                  Banc of America Securities LLC and J.P. Morgan Securities
                  Inc., Joint Lead Arrangers and Joint Book Managers; Banc of
                  America Securities LLC, J.P. Morgan Securities Inc., Salomon
                  Smith Barney Inc., ABN Amro Bank N.V. and Deutsche Banc Alex.
                  Brown Inc., Co-Arrangers; Citibank N.A., Syndication Agent;
                  ABN Amro Bank N.V. and Deutsche Bank AG New York Branch,
                  Co-Documentation Agents; and the lenders named therein dated
                  as of June 8, 2001

10.3              Amended and Restated Facility A Revolving Credit Agreement
                  among WorldCom, NationsBank, N.A., NationsBanc Montgomery
                  Securities LLC, Bank of America NT & SA, Barclays Bank PLC,
                  The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty
                  Trust Company of New York, and Royal Bank of Canada and the
                  lenders named therein dated as of August 6, 1998 (incorporated
                  herein by reference to Exhibit 10.1 to WorldCom's Current
                  Report on Form 8-K dated August 6, 1998 (filed August 7, 1998)
                  (File No. 0-011258))

<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.


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

Dated: June 12, 2001

<PAGE>

                                  EXHIBIT INDEX

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

10.1*             364-Day Revolving Credit Agreement among WorldCom and Bank of
                  America, N.A. and The Chase Manhattan Bank, Co-Administrative
                  Agents; Banc of America Securities LLC and J.P. Morgan
                  Securities Inc., Joint Lead Arrangers and Joint Book Managers;
                  Banc of America Securities LLC, J.P. Morgan Securities Inc.,
                  Salomon Smith Barney Inc., ABN Amro Bank N.V. and Deutsche
                  Banc Alex. Brown Inc., Co-Arrangers; Citibank, N.A.,
                  Syndication Agent; ABN Amro Bank N.V. and Deutsche Bank AG New
                  York Branch, Co-Documentation Agents; and the lenders named
                  therein dated as of June 8, 2001

10.2*             Revolving Credit Agreement among WorldCom and Bank of America,
                  N.A. and The Chase Manhattan Bank, Co-Administrative Agents;
                  Banc of America Securities LLC and J.P. Morgan Securities
                  Inc., Joint Lead Arrangers and Joint Book Managers; Banc of
                  America Securities LLC, J.P. Morgan Securities Inc., Salomon
                  Smith Barney Inc., ABN Amro Bank N.V. and Deutsche Banc Alex.
                  Brown Inc., Co-Arrangers; Citibank N.A., Syndication Agent;
                  ABN Amro Bank N.V. and Deutsche Bank AG New York Branch,
                  Co-Documentation Agents; and the lenders named therein dated
                  as of June 8, 2001

10.3*             Amended and Restated Facility A Revolving Credit Agreement
                  among WorldCom, NationsBank, N.A., NationsBanc Montgomery
                  Securities LLC, Bank of America NT & SA, Barclays Bank PLC,
                  The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty
                  Trust Company of New York, and Royal Bank of Canada and the
                  lenders named therein dated as of August 6, 1998 (incorporated
                  herein by reference to Exhibit 10.1 to WorldCom's Current
                  Report on Form 8-K dated August 6, 1998 (filed August 7, 1998)
                  (File No. 0-011258))

* The registrant hereby agrees to furnish supplementally a copy of any omitted
schedules to this Agreement to the SEC upon request.
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{"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": "8-K", "act": "34", "file-number": "001-10415", "film-number": "1659516"}, "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"}]}
--------------------------------------------------------------------------------

                       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): June 8, 2001

--------------------------------------------------------------------------------
                                 WorldCom, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Georgia                 0-11258                   58-1521612
        (State or Other          (Commission File            (IRS Employer
        Jurisdiction of              Number)              Identification Number)
         Incorporation)

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

       Registrant's telephone number, including area code: (601) 460-5600

--------------------------------------------------------------------------------
Item 5. Other Events.

On June 8, 2001, WorldCom, Inc. ("WorldCom" or the "Company") replaced its
existing $7 billion 364-Day Revolving Credit and Term Loan Agreement with two
new credit facilities consisting of a $2.65 billion 364-Day Revolving Credit
Agreement (the "364-Day Facility") and a $1.6 billion Revolving Credit Agreement
(the "Multi-Year Facility"). The 364-Day Facility and the Multi-Year Facility,
together with the Company's existing $3.75 billion Amended and Restated Facility
A Revolving Credit Agreement (the "Existing Facility"), provide the Company with
aggregate credit facilities of $8 billion. These credit facilities provide
liquidity support for the Company's commercial paper program and will be used
for other general corporate purposes.

The Existing Facility and the Multi-Year Facility mature on June 30, 2002 and
June 8, 2006, respectively. The 364-Day Facility has a 364-day term, which may
be extended for successive 364-day terms to the extent of the committed amounts
from those lenders consenting thereto, with a requirement that lenders holding
51% of the committed amounts consent and so long as the final maturity date does
not extend beyond June 8, 2006. Additionally, the Company may elect to convert
the principal debt outstanding under the 364-Day Facility to a term loan
maturing no later than one year after the conversion date, so long as the final
maturity date does not extend beyond June 8, 2006. The Existing Facility is
subject to annual commitment fees not to exceed 0.25% of any unborrowed portion
of the facilities. The 364-Day Facility and the Multi-Year Facility are subject
to annual facility fees not to exceed .20% or .25%, respectively, of the average
daily commitment under each such facility (whether used or unused).

The credit facilities bear interest payable in varying periods, depending on the
interest period, not to exceed six months, or with respect to any Eurodollar
Rate borrowing, 12 months if available to all lenders, at rates selected by the
Company under the terms of the credit facilities, including a Base Rate or
Eurodollar Rate, plus the applicable margin. The applicable margin for the
Eurodollar Rate borrowing generally varies from 0.35% to 0.75% as to loans under
the Existing Facility, from .29% to .80% as to loans under the 364-Day Facility
and .27% to .75% as to loans under the Multi-Year Facility, in each case based
upon the Company's then current debt ratings.

The credit facilities are unsecured but include a negative pledge of the assets
of the Company and, subject to exceptions, the covered subsidiaries.

The credit facilities require compliance with a financial covenant based on the
ratio of total debt to total capitalization, calculated on a consolidated basis.
The credit facilities require compliance with operating covenants which limit,
among other things, the incurrence of additional indebtedness by the Company and
the covered subsidiaries and sales of assets and mergers and dissolutions. The
credit facilities do not restrict distributions to shareholders, provided the
Company is not in default under the credit facilities. As of the date of this
filing, the Company was in compliance with these covenants.

Item 7(C). Exhibits.

The following exhibit is filed herewith in accordance with Item 601 of
Regulation S-K:
Exhibit No.       Exhibit
-----------       -------

10.1              364-Day Revolving Credit Agreement among WorldCom and Bank of
                  America, N.A. and The Chase Manhattan Bank, Co-Administrative
                  Agents; Banc of America Securities LLC and J.P. Morgan
                  Securities Inc., Joint Lead Arrangers and Joint Book Managers;
                  Banc of America Securities LLC, J.P. Morgan Securities Inc.,
                  Salomon Smith Barney Inc., ABN Amro Bank N.V. and Deutsche
                  Banc Alex. Brown Inc., Co-Arrangers; Citibank, N.A.,
                  Syndication Agent; ABN Amro Bank N.V. and Deutsche Bank AG New
                  York Branch, Co-Documentation Agents; and the lenders named
                  therein dated as of June 8, 2001

10.2              Revolving Credit Agreement among WorldCom and Bank of America,
                  N.A. and The Chase Manhattan Bank, Co-Administrative Agents;
                  Banc of America Securities LLC and J.P. Morgan Securities
                  Inc., Joint Lead Arrangers and Joint Book Managers; Banc of
                  America Securities LLC, J.P. Morgan Securities Inc., Salomon
                  Smith Barney Inc., ABN Amro Bank N.V. and Deutsche Banc Alex.
                  Brown Inc., Co-Arrangers; Citibank N.A., Syndication Agent;
                  ABN Amro Bank N.V. and Deutsche Bank AG New York Branch,
                  Co-Documentation Agents; and the lenders named therein dated
                  as of June 8, 2001

10.3              Amended and Restated Facility A Revolving Credit Agreement
                  among WorldCom, NationsBank, N.A., NationsBanc Montgomery
                  Securities LLC, Bank of America NT & SA, Barclays Bank PLC,
                  The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty
                  Trust Company of New York, and Royal Bank of Canada and the
                  lenders named therein dated as of August 6, 1998 (incorporated
                  herein by reference to Exhibit 10.1 to WorldCom's Current
                  Report on Form 8-K dated August 6, 1998 (filed August 7, 1998)
                  (File No. 0-011258))
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.

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

Dated: June 12, 2001
EXHIBIT INDEX

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

10.1*             364-Day Revolving Credit Agreement among WorldCom and Bank of
                  America, N.A. and The Chase Manhattan Bank, Co-Administrative
                  Agents; Banc of America Securities LLC and J.P. Morgan
                  Securities Inc., Joint Lead Arrangers and Joint Book Managers;
                  Banc of America Securities LLC, J.P. Morgan Securities Inc.,
                  Salomon Smith Barney Inc., ABN Amro Bank N.V. and Deutsche
                  Banc Alex. Brown Inc., Co-Arrangers; Citibank, N.A.,
                  Syndication Agent; ABN Amro Bank N.V. and Deutsche Bank AG New
                  York Branch, Co-Documentation Agents; and the lenders named
                  therein dated as of June 8, 2001

10.2*             Revolving Credit Agreement among WorldCom and Bank of America,
                  N.A. and The Chase Manhattan Bank, Co-Administrative Agents;
                  Banc of America Securities LLC and J.P. Morgan Securities
                  Inc., Joint Lead Arrangers and Joint Book Managers; Banc of
                  America Securities LLC, J.P. Morgan Securities Inc., Salomon
                  Smith Barney Inc., ABN Amro Bank N.V. and Deutsche Banc Alex.
                  Brown Inc., Co-Arrangers; Citibank N.A., Syndication Agent;
                  ABN Amro Bank N.V. and Deutsche Bank AG New York Branch,
                  Co-Documentation Agents; and the lenders named therein dated
                  as of June 8, 2001

10.3*             Amended and Restated Facility A Revolving Credit Agreement
                  among WorldCom, NationsBank, N.A., NationsBanc Montgomery
                  Securities LLC, Bank of America NT & SA, Barclays Bank PLC,
                  The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty
                  Trust Company of New York, and Royal Bank of Canada and the
                  lenders named therein dated as of August 6, 1998 (incorporated
                  herein by reference to Exhibit 10.1 to WorldCom's Current
                  Report on Form 8-K dated August 6, 1998 (filed August 7, 1998)
                  (File No. 0-011258))

* The registrant hereby agrees to furnish supplementally a copy of any omitted
schedules to this Agreement to the SEC upon request.