<PAGE>
 
PAGE 1                            Registration No.
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                      ----------------------------------
                       FORM S-8 TO REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         MCI COMMUNICATIONS CORPORATION
                      ----------------------------------
               (Exact name of issuer as specified in its charter)
                   Delaware                      52-0886267
         -------------------------------    ---------------------
         (State or other jurisdiction of    (I. R. S. Employer
         incorporation or organization)     Identification No.)
                         1801 Pennsylvania Avenue, N.W.
                             Washington, D. C. 20006
                    ---------------------------------------
                    (Address of Principal Executive Offices)
                         MCI COMMUNICATIONS CORPORATION
                               STOCK OPTION PLAN
                    ---------------------------------------
                            (Full title of the plan)
                            Michael H. Salsbury, Esq.
                  Executive Vice President and General Counsel
                         MCI Communications Corporation
                         1801 Pennsylvania Avenue, N.W.
                             Washington, D.C. 20006
                   -----------------------------------------
                    (Name and address of agent for service)
                   Telephone number, including area code, of
                       agent for service: (202) 872-1600

                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
                                  Proposed    Proposed
Title of                          Maximum     Maximum
Securities          Amount        Offering    Aggregate   Amount of
to be               to be         Price       Offering    Registration
Registered          Registered    Per Share   Price       Fee
----------          ----------    ---------   ---------   ------------
<S>                 <C>           <C>         <C>         <C> 
Common Stock
(par value $.10     14,000,000    $ 35.25(a)  493,500,000 $149,545.45(b)
per share)          shares
------------------------------------------------------------------------
</TABLE> 
(a) Price will be determined according to plan rules, using the fair market
value of the Common Stock as reported on The NASDAQ Stock Market.

(b) Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$35.25 which is the closing price of MCI Communications Corporation Common Stock
on March 6, 1997, as reported on The NASDAQ Stock Market, which is within
five(5) business day prior to the date of filing.

Exhibit Index is located at page 13 of this document.

PAGE 1 of 15
<PAGE>
 
PAGE 2

                              CROSS REFERENCE SHEET
                    Pursuant to Item 501(b) of Regulation S-K

<TABLE> 
<CAPTION> 
Item
 No.              Item in Form S-8                   Caption in Prospectus
----              ----------------                   ---------------------
<S>               <C>                                <C> 
Part I

   1.             Plan Information.                  Employee Handbook.
                                                     OptionsAdvantage
                                                     brochure.

   2.             Registrant Information             Employee Handbook.
                  and Employee Plan                  OptionsAdvantage
                  Annual Information.                brochure.

Part II

   3.             Incorporation of                   Employee Handbook.
                  Documents by Reference.            Registration Statement.

   4.             Description of Securities.         Not Applicable.

   5.             Interests of Named Experts         Registration Statement.
                  and Counsel.

   6.             Indemnification                    Registration Statement.
                  of Directors and Officers.

   7.             Exemption from Registration        Not Applicable.
                  Claimed.

   8.             Exhibits.                          Registration Statement.

   9.             Undertakings.                      Registration Statement.
</TABLE> 

PAGE 2 of 15
<PAGE>
 
PAGE 3

PROSPECTUS
----------
                               14,000,000 Shares

                        MCI COMMUNICATIONS CORPORATION

                                 Common Stock

                          (Par Value $.10 Per Share)

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

                        MCI COMMUNICATIONS CORPORATION

                               STOCK OPTION PLAN

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

         This Prospectus covers a maximum of 14,000,000 shares of Common Stock,
par value $.10 per share ("Common Stock"), of MCI Communications Corporation
(the "Company") offered by the Company to employees of the Company and its
subsidiaries through its Stock Option Plan.

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                The date of this Prospectus is, March 11, 1997

PAGE 3 of 15
<PAGE>
 
PAGE 4

  Item 3.  Incorporation of Documents by Reference.
           ----------------------------------------

  The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
contained therein is modified, superseded or replaced by a statement or
information contained in any subsequently filed document incorporated herein by
reference:

  (a) The Registrant's Annual Report on Form 10-K for the year ended December
      31, 1995.
      
  (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
      March 31, June 30 and September 30, 1996 and Current Reports on Form 8-K
      filed on June 21, August 8, October 4, October 7, and November 5, 1996 and
      February 10, 1997.
      
  (c) The description of securities to be registered contained in the
      Registration Statement filed pursuant to Section 12 of the Securities
      Exchange Act of 1934 (the "1934 Act") relating to the Registrant's Common
      Stock, including any amendments or reports filed for the purpose of
      updating such description.
      
  (d) All documents subsequently filed by the Registrant pursuant to Sections
      13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a post-
      effective amendment to the Registration Statement which indicates that all
      securities offered hereby have been sold or which deregisters all such
      securities remaining unsold; such documents will be deemed to be
      incorporated by reference in the Prospectus from the date they are filed.


  Item 4.  Description of Securities.
           --------------------------

  Not applicable.

  Item 5.  Interests of Named Experts and Counsel.
           ---------------------------------------

  The validity of the securities offered hereby has been passed upon for the
Company by Michael H. Salsbury, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company. At December 31, 1996,
Mr. Salsbury held 308,179 shares of Common Stock of the Company, which includes

PAGE 4 of 15
<PAGE>
 
PAGE 5

305,000 shares which Mr. Salsbury has the right to acquire
pursuant to stock options and incentive stock units.

  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------

  The Registrant has in effect an insurance policy covering officers' and
directors' legal liability containing a maximum limit of $25 million per loss
per policy year, including legal fees and expenses, with retained liability for
each loss for its officers and directors of $50,000 in the aggregate, and
$2,500,000 for the Registrant.

  The Registrant's Certificate of Incorporation, at Section 8, provides as
follows:

  (a)      No director of this corporation shall be personally liable to this
           corporation or its stockholders for monetary damages for breach of
           fiduciary duty as a director; provided that this provision shall not
           eliminate or limit the liability of a director (i) for any breach of
           the director's duty of loyalty to this corporation or its
           stockholders, (ii) for acts or omissions not in good faith or which
           involve intentional misconduct or a knowing violation of law, (iii)
           under Section 174 of the General Corporation Law of the State of
           Delaware, or (iv) for any transaction from which the director derived
           an improper personal benefit. If the General Corporation Law of the
           State of Delaware is amended after approval by the stockholders of
           this paragraph (a) to authorize corporate action further limiting or
           eliminating the personal liability of directors, then the liability
           of a director of this corporation shall be limited or eliminated to
           the fullest extent permitted by the General Corporation Law of the
           State of Delaware, as so amended. No amendment or repeal of this
           paragraph (a) shall apply to or have any effect on the liability or
           alleged liability of any director of this corporation for or with
           respect to any acts or omissions of such director occurring prior to
           such amendment or repeal.

  (b)      This corporation shall, to the fullest extent permitted by Delaware
           law, as in effect from time to time, indemnify all persons who are or
           were directors, officers and employees of this corporation or any
           wholly owned subsidiary, and all such directors, officers and
           employees who, at the request of this corporation, are or were at any
           time serving any other

PAGE 5 of 15
<PAGE>
 
PAGE 6

           corporation, partnership, joint venture, trust, employee benefit plan
           or other enterprise in any capacity. This corporation may also
           indemnify all other persons to the fullest extent permitted by
           Delaware law.

  The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or serving another corporation at the request of the
corporation, against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by him if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Lack of
good faith is not presumed from a settlement or nolo contendere plea. In
addition, the indemnification of expenses (including attorneys' fees) is allowed
in derivative actions, except no indemnification is allowed in respect to any
claim, issue or matter as to which any such person has been adjudged to be
liable to the corporation, unless the Court of Chancery decides that
indemnification is proper. To the extent that any such person succeeds on the
merits or otherwise, he shall be indemnified against expenses (including
attorneys' fees). The determination that the person to be indemnified met the
applicable standard of conduct, if not made by the Court, is made by the board
of directors of the corporation by a majority vote of a quorum consisting of
directors not party to such an action, suit or proceeding or, if a quorum is not
obtainable or a disinterested quorum so directs, by independent legal counsel or
by the stockholders. Expenses may be paid in advance upon the receipt of
undertakings to repay. A corporation may purchase indemnity insurance.

  The Registrant has indemnification agreements with each of its directors which
have been approved by stockholders. The indemnification under the
indemnification agreements differs from that provided in Section 8 of the
Registrant's Certificate of Incorporation in the following ways: (i) the
Registrant is obligated to advance litigation expenses to an indemnitee, subject
to reimbursement if the Reviewing Party (as defined in the indemnification
agreements) determines that the director would not be permitted such
indemnification under applicable

PAGE 6 of 15

<PAGE>
 
PAGE 7

laws; (ii) the Registrant must prove that the applicable standard of conduct has
not been met for indemnification if the Registrant denies protection to a
director; (iii) upon a potential change in control (as defined in the
indemnification agreements) the Registrant is required to contribute an amount
sufficient to pay all claims for which the indemnitee is entitled to be
indemnified to a trust for the benefit of the indemnitee (subject to an overall
maximum amount on such trusts); (iv) a subsequent board of directors, hostile to
an indemnitee entitled to indemnification, will not have the right to make a
final determination that the indemnitee has not met the required standard of
care; and (v) the period of time in which the Registrant may sue an indemnitee
for an action is limited to two years from the date of accrual of such cause of
action.

PAGE 7 of 15
<PAGE>
 
PAGE 8

  Item 7.  Exemption from Registration Claimed.
           -----------------------------------

  Not applicable.

  Item 8.  Exhibits.
           --------
 
  Exhibit No.                 Description
  -----------                 -----------

  4(a)                        Restated Certificate of Incorporation of
                              Registrant (incorporated by reference to Exhibit
                              3(a) to Registrant's Annual Report on Form 10-K
                              for the year ended December 31, 1994).

  4(b)                        By-laws of Registrant, as amended (incorporated
                              by reference to Exhibit 3(ii) to Registrant's Form
                              S-3 Registration No. 33-57155).

  4(c)                        MCI Communications Corporation Stock Option
                              Plan (incorporated by reference to Exhibit
                              4(e) to Registrant's Original Form S-8,
                              Registration No. 33-49403).

  5                           Opinion of Counsel re Legality.

  23(a)                       Consent of Independent Accountants.

  23(b)                       Consent of Counsel (included in Exhibit 5).

  Item 9.  Undertakings.
           ------------

  (a)    The undersigned Registrant hereby undertakes:
         
         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933, as amended (the "1933
                        Act");

PAGE 8 of 15
<PAGE>
 
PAGE 9

                      (ii)  To reflect in the prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the Registration Statement;

                      (iii) To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;

                            provided, however, that paragraphs (a)(1)(i) and
                            --------  -------
                            (a)(1)(ii) above do not apply if the information
                            required to be included in a post-effective
                            amendment by those paragraphs is contained in
                            periodic reports filed by the Registrant pursuant to
                            Section 13 or Section 15(d) of the 1934 Act that are
                            incorporated by reference in the Registration
                            Statement.

  (2)      That, for the purpose of determining any liability under the 1933
           Act, each such post-effective amendment shall be deemed to be a new
           registration statement relating to the securities offered therein,
           and the offering of such securities at that time shall be deemed to
           be the initial bona fide offering thereof.

  (3)      To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

  (c) Insofar as indemnification for liabilities arising under the 1933 
Act may be permitted to directors, officers and

PAGE 9 of 15
<PAGE>
 
PAGE 10

controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

PAGE 10 of 15
<PAGE>
 
PAGE 11

                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Washington, District of Columbia, on this 11th day of March, 1997.

                                             MCI COMMUNICATIONS CORPORATION

                                             By:  Bert C. Roberts, Jr., Chairman

                                                  ------------------------------
                                                  Bert C. Roberts, Jr., Chairman

         Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 11th day of March, 1997.

          SIGNATURE                                     TITLE
          ---------                                     -----

Bert C. Roberts, Jr.                            Principal Executive Officer,
---------------------------                     Director
Bert C. Roberts, Jr.                            


Douglas L. Maine                                Principal Financial Officer
---------------------------
Douglas L. Maine


David Case                                      Principal Accounting Officer
---------------------------
David Case


Clifford L. Alexander, Jr.                      Director
---------------------------
Clifford L. Alexander, Jr.


Michael H. Bader                                Director
---------------------------
Michael H. Bader


Peter L. Bonfield                               Director
---------------------------
Peter L. Bonfield


PAGE 11 of 15
<PAGE>
 
PAGE 12

Richard M. Jones                                           Director
---------------------------
Richard M. Jones

Gordon S. Macklin                                          Director
---------------------------
Gordon S. Macklin

Colin M. Marshall                                          Director
---------------------------
Colin M. Marshall

J. Keith Oates                                             Director
---------------------------
J. Keith Oates

Richard B. Sayford                                         Director
--------------------------
Richard B. Sayford

Gerald H. Taylor                                           Director
---------------------------
Gerald H. Taylor

Judith Whittaker                                           Director
---------------------------
Judith Whittaker

John R. Worthington                                        Director
---------------------------
John R. Worthington









PAGE 12 of 15
<PAGE>
 
PAGE 13

                                Index to Exhibits
<TABLE> 
<CAPTION> 

                                                                              Sequential
Exhibit No.          Description                                                Page No.
-----------          -----------                                                --------
<S>                  <C>                                                      <C> 
4(a)                 Restated Certificate of Incorporation of Registrant        
                     (incor porated by reference to Exhibit 3(a) to             
                     Registrant's Annual Report on Form 10-K for the            
                     year ended December 31, 1994).                             
                                                                                
4(b)                 By-laws of Registrant, as amended                          
                     (incorporated by reference to                              
                     Exhibit 3(iii) to Registrant's Form                        
                     S-3 Registration No. 33-57155).                            
                                                                                
4(c)                 MCI Communications Corporation Stock                       
                     Option Plan (incorporated by                               
                     reference to Exhibit 4(e) to                               
                     Registrant's Original Form S-8                             
                     Registration No. 33-49403).                                
                                                                                
5                    Opinion of Counsel re Legality.                               13
                                                                                
23(a)                Consent of Independent Accountants.                           14
                 
23(b)                Consent of Counsel (included in
                     Exhibit 5).
</TABLE> 

PAGE 13 of 15
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24575}]
{"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": "S-8", "act": "33", "file-number": "333-23089", "film-number": "97554352"}, "business-address": {"street1": "1801 PENNSYLVANIA AVE N W", "city": "WASHINGTON", "state": "DC", "zip": "20006", "phone": "2028721600"}, "mail-address": {"street1": "1801 PENNSYVANIA AVENUE NW", "city": "WASHINGTON", "state": "DC", "zip": "20006"}}
PAGE 1                            Registration No.
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                      ----------------------------------
                       FORM S-8 TO REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         MCI COMMUNICATIONS CORPORATION
                      ----------------------------------
               (Exact name of issuer as specified in its charter)
                   Delaware                      52-0886267
         -------------------------------    ---------------------
         (State or other jurisdiction of    (I. R. S. Employer
         incorporation or organization)     Identification No.)
                         1801 Pennsylvania Avenue, N.W.
                             Washington, D. C. 20006
                    ---------------------------------------
                    (Address of Principal Executive Offices)
                         MCI COMMUNICATIONS CORPORATION
                               STOCK OPTION PLAN
                    ---------------------------------------
                            (Full title of the plan)
                            Michael H. Salsbury, Esq.
                  Executive Vice President and General Counsel
                         MCI Communications Corporation
                         1801 Pennsylvania Avenue, N.W.
                             Washington, D.C. 20006
                   -----------------------------------------
                    (Name and address of agent for service)
                   Telephone number, including area code, of
                       agent for service: (202) 872-1600

                        CALCULATION OF REGISTRATION FEE
Proposed    Proposed
Title of                          Maximum     Maximum
Securities          Amount        Offering    Aggregate   Amount of
to be               to be         Price       Offering    Registration
Registered          Registered    Per Share   Price       Fee
----------          ----------    ---------   ---------   ------------
Common Stock
(par value $.10     14,000,000    $ 35.25(a)  493,500,000 $149,545.45(b)
per share)          shares
------------------------------------------------------------------------
(a) Price will be determined according to plan rules, using the fair market
value of the Common Stock as reported on The NASDAQ Stock Market.

(b) Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$35.25 which is the closing price of MCI Communications Corporation Common Stock
on March 6, 1997, as reported on The NASDAQ Stock Market, which is within
five(5) business day prior to the date of filing.

Exhibit Index is located at page 13 of this document.

PAGE 1 of 15
PAGE 2

                              CROSS REFERENCE SHEET
                    Pursuant to Item 501(b) of Regulation S-K
Item
 No.              Item in Form S-8                   Caption in Prospectus
----              ----------------                   ---------------------
Part I

   1.             Plan Information.                  Employee Handbook.
                                                     OptionsAdvantage
                                                     brochure.

   2.             Registrant Information             Employee Handbook.
                  and Employee Plan                  OptionsAdvantage
                  Annual Information.                brochure.

Part II

   3.             Incorporation of                   Employee Handbook.
                  Documents by Reference.            Registration Statement.

   4.             Description of Securities.         Not Applicable.

   5.             Interests of Named Experts         Registration Statement.
                  and Counsel.

   6.             Indemnification                    Registration Statement.
                  of Directors and Officers.

   7.             Exemption from Registration        Not Applicable.
                  Claimed.

   8.             Exhibits.                          Registration Statement.

   9.             Undertakings.                      Registration Statement.
PAGE 2 of 15
PAGE 3

PROSPECTUS
----------
                               14,000,000 Shares

                        MCI COMMUNICATIONS CORPORATION

                                 Common Stock

                          (Par Value $.10 Per Share)

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

                        MCI COMMUNICATIONS CORPORATION

                               STOCK OPTION PLAN

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

         This Prospectus covers a maximum of 14,000,000 shares of Common Stock,
par value $.10 per share ("Common Stock"), of MCI Communications Corporation
(the "Company") offered by the Company to employees of the Company and its
subsidiaries through its Stock Option Plan.

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                The date of this Prospectus is, March 11, 1997

PAGE 3 of 15
PAGE 4

  Item 3.  Incorporation of Documents by Reference.
           ----------------------------------------

  The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
contained therein is modified, superseded or replaced by a statement or
information contained in any subsequently filed document incorporated herein by
reference:

  (a) The Registrant's Annual Report on Form 10-K for the year ended December
      31, 1995.
      
  (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
      March 31, June 30 and September 30, 1996 and Current Reports on Form 8-K
      filed on June 21, August 8, October 4, October 7, and November 5, 1996 and
      February 10, 1997.
      
  (c) The description of securities to be registered contained in the
      Registration Statement filed pursuant to Section 12 of the Securities
      Exchange Act of 1934 (the "1934 Act") relating to the Registrant's Common
      Stock, including any amendments or reports filed for the purpose of
      updating such description.
      
  (d) All documents subsequently filed by the Registrant pursuant to Sections
      13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a post-
      effective amendment to the Registration Statement which indicates that all
      securities offered hereby have been sold or which deregisters all such
      securities remaining unsold; such documents will be deemed to be
      incorporated by reference in the Prospectus from the date they are filed.

  Item 4.  Description of Securities.
           --------------------------

  Not applicable.

  Item 5.  Interests of Named Experts and Counsel.
           ---------------------------------------

  The validity of the securities offered hereby has been passed upon for the
Company by Michael H. Salsbury, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company. At December 31, 1996,
Mr. Salsbury held 308,179 shares of Common Stock of the Company, which includes

PAGE 4 of 15
PAGE 5

305,000 shares which Mr. Salsbury has the right to acquire
pursuant to stock options and incentive stock units.

  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------

  The Registrant has in effect an insurance policy covering officers' and
directors' legal liability containing a maximum limit of $25 million per loss
per policy year, including legal fees and expenses, with retained liability for
each loss for its officers and directors of $50,000 in the aggregate, and
$2,500,000 for the Registrant.

  The Registrant's Certificate of Incorporation, at Section 8, provides as
follows:

  (a)      No director of this corporation shall be personally liable to this
           corporation or its stockholders for monetary damages for breach of
           fiduciary duty as a director; provided that this provision shall not
           eliminate or limit the liability of a director (i) for any breach of
           the director's duty of loyalty to this corporation or its
           stockholders, (ii) for acts or omissions not in good faith or which
           involve intentional misconduct or a knowing violation of law, (iii)
           under Section 174 of the General Corporation Law of the State of
           Delaware, or (iv) for any transaction from which the director derived
           an improper personal benefit. If the General Corporation Law of the
           State of Delaware is amended after approval by the stockholders of
           this paragraph (a) to authorize corporate action further limiting or
           eliminating the personal liability of directors, then the liability
           of a director of this corporation shall be limited or eliminated to
           the fullest extent permitted by the General Corporation Law of the
           State of Delaware, as so amended. No amendment or repeal of this
           paragraph (a) shall apply to or have any effect on the liability or
           alleged liability of any director of this corporation for or with
           respect to any acts or omissions of such director occurring prior to
           such amendment or repeal.

  (b)      This corporation shall, to the fullest extent permitted by Delaware
           law, as in effect from time to time, indemnify all persons who are or
           were directors, officers and employees of this corporation or any
           wholly owned subsidiary, and all such directors, officers and
           employees who, at the request of this corporation, are or were at any
           time serving any other

PAGE 5 of 15
PAGE 6

           corporation, partnership, joint venture, trust, employee benefit plan
           or other enterprise in any capacity. This corporation may also
           indemnify all other persons to the fullest extent permitted by
           Delaware law.

  The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or serving another corporation at the request of the
corporation, against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by him if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Lack of
good faith is not presumed from a settlement or nolo contendere plea. In
addition, the indemnification of expenses (including attorneys' fees) is allowed
in derivative actions, except no indemnification is allowed in respect to any
claim, issue or matter as to which any such person has been adjudged to be
liable to the corporation, unless the Court of Chancery decides that
indemnification is proper. To the extent that any such person succeeds on the
merits or otherwise, he shall be indemnified against expenses (including
attorneys' fees). The determination that the person to be indemnified met the
applicable standard of conduct, if not made by the Court, is made by the board
of directors of the corporation by a majority vote of a quorum consisting of
directors not party to such an action, suit or proceeding or, if a quorum is not
obtainable or a disinterested quorum so directs, by independent legal counsel or
by the stockholders. Expenses may be paid in advance upon the receipt of
undertakings to repay. A corporation may purchase indemnity insurance.

  The Registrant has indemnification agreements with each of its directors which
have been approved by stockholders. The indemnification under the
indemnification agreements differs from that provided in Section 8 of the
Registrant's Certificate of Incorporation in the following ways: (i) the
Registrant is obligated to advance litigation expenses to an indemnitee, subject
to reimbursement if the Reviewing Party (as defined in the indemnification
agreements) determines that the director would not be permitted such
indemnification under applicable

PAGE 6 of 15
PAGE 7

laws; (ii) the Registrant must prove that the applicable standard of conduct has
not been met for indemnification if the Registrant denies protection to a
director; (iii) upon a potential change in control (as defined in the
indemnification agreements) the Registrant is required to contribute an amount
sufficient to pay all claims for which the indemnitee is entitled to be
indemnified to a trust for the benefit of the indemnitee (subject to an overall
maximum amount on such trusts); (iv) a subsequent board of directors, hostile to
an indemnitee entitled to indemnification, will not have the right to make a
final determination that the indemnitee has not met the required standard of
care; and (v) the period of time in which the Registrant may sue an indemnitee
for an action is limited to two years from the date of accrual of such cause of
action.

PAGE 7 of 15
PAGE 8

  Item 7.  Exemption from Registration Claimed.
           -----------------------------------

  Not applicable.

  Item 8.  Exhibits.
           --------
 
  Exhibit No.                 Description
  -----------                 -----------

  4(a)                        Restated Certificate of Incorporation of
                              Registrant (incorporated by reference to Exhibit
                              3(a) to Registrant's Annual Report on Form 10-K
                              for the year ended December 31, 1994).

  4(b)                        By-laws of Registrant, as amended (incorporated
                              by reference to Exhibit 3(ii) to Registrant's Form
                              S-3 Registration No. 33-57155).

  4(c)                        MCI Communications Corporation Stock Option
                              Plan (incorporated by reference to Exhibit
                              4(e) to Registrant's Original Form S-8,
                              Registration No. 33-49403).

  5                           Opinion of Counsel re Legality.

  23(a)                       Consent of Independent Accountants.

  23(b)                       Consent of Counsel (included in Exhibit 5).

  Item 9.  Undertakings.
           ------------

  (a)    The undersigned Registrant hereby undertakes:
         
         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933, as amended (the "1933
                        Act");

PAGE 8 of 15
PAGE 9

                      (ii)  To reflect in the prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the Registration Statement;

                      (iii) To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;

                            provided, however, that paragraphs (a)(1)(i) and
                            --------  -------
                            (a)(1)(ii) above do not apply if the information
                            required to be included in a post-effective
                            amendment by those paragraphs is contained in
                            periodic reports filed by the Registrant pursuant to
                            Section 13 or Section 15(d) of the 1934 Act that are
                            incorporated by reference in the Registration
                            Statement.

  (2)      That, for the purpose of determining any liability under the 1933
           Act, each such post-effective amendment shall be deemed to be a new
           registration statement relating to the securities offered therein,
           and the offering of such securities at that time shall be deemed to
           be the initial bona fide offering thereof.

  (3)      To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

  (c) Insofar as indemnification for liabilities arising under the 1933 
Act may be permitted to directors, officers and

PAGE 9 of 15
PAGE 10

controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

PAGE 10 of 15
PAGE 11

                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Washington, District of Columbia, on this 11th day of March, 1997.

                                             MCI COMMUNICATIONS CORPORATION

                                             By:  Bert C. Roberts, Jr., Chairman

                                                  ------------------------------
                                                  Bert C. Roberts, Jr., Chairman

         Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 11th day of March, 1997.

          SIGNATURE                                     TITLE
          ---------                                     -----

Bert C. Roberts, Jr.                            Principal Executive Officer,
---------------------------                     Director
Bert C. Roberts, Jr.                            

Douglas L. Maine                                Principal Financial Officer
---------------------------
Douglas L. Maine

David Case                                      Principal Accounting Officer
---------------------------
David Case

Clifford L. Alexander, Jr.                      Director
---------------------------
Clifford L. Alexander, Jr.

Michael H. Bader                                Director
---------------------------
Michael H. Bader

Peter L. Bonfield                               Director
---------------------------
Peter L. Bonfield

PAGE 11 of 15
PAGE 12

Richard M. Jones                                           Director
---------------------------
Richard M. Jones

Gordon S. Macklin                                          Director
---------------------------
Gordon S. Macklin

Colin M. Marshall                                          Director
---------------------------
Colin M. Marshall

J. Keith Oates                                             Director
---------------------------
J. Keith Oates

Richard B. Sayford                                         Director
--------------------------
Richard B. Sayford

Gerald H. Taylor                                           Director
---------------------------
Gerald H. Taylor

Judith Whittaker                                           Director
---------------------------
Judith Whittaker

John R. Worthington                                        Director
---------------------------
John R. Worthington

PAGE 12 of 15
PAGE 13

                                Index to Exhibits
Sequential
Exhibit No.          Description                                                Page No.
-----------          -----------                                                --------
4(a)                 Restated Certificate of Incorporation of Registrant        
                     (incor porated by reference to Exhibit 3(a) to             
                     Registrant's Annual Report on Form 10-K for the            
                     year ended December 31, 1994).                             
                                                                                
4(b)                 By-laws of Registrant, as amended                          
                     (incorporated by reference to                              
                     Exhibit 3(iii) to Registrant's Form                        
                     S-3 Registration No. 33-57155).                            
                                                                                
4(c)                 MCI Communications Corporation Stock                       
                     Option Plan (incorporated by                               
                     reference to Exhibit 4(e) to                               
                     Registrant's Original Form S-8                             
                     Registration No. 33-49403).                                
                                                                                
5                    Opinion of Counsel re Legality.                               13
                                                                                
23(a)                Consent of Independent Accountants.                           14
                 
23(b)                Consent of Counsel (included in
                     Exhibit 5).
PAGE 13 of 15