<Page>


      As filed with the Securities and Exchange Commission on June 19, 2002
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

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

                             -----------------------
                                 WORLDCOM, INC.
             (Exact name of registrant as specified in its charter)
              GEORGIA                                        58-1521612
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)

                            500 CLINTON CENTER DRIVE
                           CLINTON, MISSISSIPPI 39056
                          (Address, including zip code,
                  of registrant's principal executive offices)

                    WORLDCOM, INC. 401(k) SALARY SAVINGS PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            P. BRUCE BORGHARDT, ESQ.
                                 WORLDCOM, INC.
                              500 TECHNOLOGY DRIVE
                          SAINT CHARLES, MISSOURI 63304
                                 (636) 793-3400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
---------------------------------------------------------------------------------------
     Title of                           Proposed         Proposed
 securities to be    Amount to be       maximum           maximum           Amount of
   registered(1)      registered     offering price      aggregate        registration
                                       per share(2)    offering price(2)     fee(3)
---------------------------------------------------------------------------------------
<S>                   <C>                <C>            <C>                <C>
WorldCom, Inc. -
WorldCom group        150,000,000        $1.5010        $225,150,000       $20,714
common stock,          shares(1)
$0.01 par  value,
and associated
preferred stock
purchase rights(4)
---------------------------------------------------------------------------------------
</Table>

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

(1)   Pursuant to Rule 416(c) under the Securities Act of 1933, this
      Registration Statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the employee benefit plan described herein.
      This Registration Statement also covers such additional shares of
      WorldCom, Inc. - WorldCom group common stock, par value $0.01 per share
      ("WorldCom Group Stock"), as may be issuable pursuant to antidilution
      provisions.

(2)   Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
      determining the registration fee. Proposed maximum offering price
      represents the average of the high and low reported market prices of the
      WorldCom Group Stock on June 18, 2002.

(3)   Pursuant to Rule 457(p) under the Securities Act, the amount of the filing
      fee due under this Registration Statement has been offset by $20,714
      representing a portion of the filing fee paid under WorldCom, Inc.'s
      ("WorldCom" or the "Company") registration statement on Form S-4 (File No.
      333-36901) originally filed on October 1, 1997, as subsequently amended by
      Post-Effective Amendment No. 1 on Form S-8 (the "Original Statement")
      relating to 47,736,000 shares of WorldCom Group Stock and associated
      preferred stock purchase rights registered thereunder that remain unsold
      pursuant to the MCI Communications Corporation ESOP and 401(k) Plan for
      Exempt Employees - Part II-401(k), the MCI Communications Corporation ESOP
      and 401(k) Plan for Nonexempt Employees - Part II-401(k), and the Western
      Union International, Inc. 401(k) Plan for Collectively Bargained Employees
      (the "401(k) Plans"). Such shares

<Page>

      were originally registered as common stock and associated preferred stock
      purchase rights which shares were recapitalized into WorldCom Group Stock
      and associated preferred stock purchase rights on June 7, 2001, as
      reported in the Company's Current Report on Form 8-K dated and filed June
      7, 2001. Registrant is filing concurrently herewith a Post-Effective
      Amendment to the Original Statement acknowledging the transfer of the
      registration fee associated with such shares to this Registration
      Statement.

(4)   Each share of WorldCom Group Stock also represents one associated
      preferred stock purchase right relating to rights to purchase series 4
      preferred stock. Preferred stock purchase rights cannot trade separately
      from the underlying common stock and, therefore, do not carry a separate
      price or necessitate an additional filing fee.


                                       2
<Page>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part I
of this Registration Statement will be sent or given to eligible employees as
specified by Rule 428(b) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 promulgated under the Securities
Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange Commission
(the "Commission") by WorldCom under File No. 0-11258 or by the Plan under File
No. 333-02115 pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference and shall be deemed to be
a part hereof:

      (1) Our Annual Report on Form 10-K for the fiscal year ended December 31,
2001;

      (2) Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2002;

      (3) Our Current Reports on Form 8-K dated February 7, 2002 (filed February
7, 2002), Form 8-K dated February 7, 2002 (filed February 7, 2002), Form 8-K
dated March 7, 2002 (filed March 13, 2002), Form 8-K dated May 14, 2002 (filed
May 15, 2002), Form 8-K dated May 17, 2002 (filed May 17, 2002), Form 8-K dated
May 20, 2002 (filed May 20, 2002), Form 8-K dated May 21, 2002 (filed May 22,
2002), Form 8-K/A dated May 14, 2002 (filed May 28, 2002), and Form 8-K dated
May 23, 2002 (filed May 29, 2002);

      (4) The description of our WorldCom Group Stock contained in our
registration statement on Form 8-A, filed with the Commission on April 25, 2001,
including any amendments or reports filed for the purpose of updating such
description;

      (5) The description of our preferred stock purchase rights relating to
rights to purchase series 4 preferred stock contained in our registration
statement on Form 8-A dated March 13, 2002, including any amendments or reports
filed for the purpose of updating such description; and

      (6) The Annual Report on Form 11-K of the Plan for the year ended December
31, 2000.

      All documents filed by WorldCom or the Plan with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, as amended, subsequent
to the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and into the respective prospectus
for the Plan and to be a part hereof and thereof from the date of filing of such
documents. Any statement contained herein or therein or in a document
incorporated or deemed to be incorporated herein or therein by reference shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document incorporated or deemed to be incorporated by
reference, which statement is also incorporated herein or therein by reference,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement or the prospectus.

      The financial statements of WorldCom for the year ended December 31, 2001
and the WorldCom 401(k) Plan for the year ended December 31, 2000 have been
audited by Arthur Andersen LLP ("Andersen"), independent public accountants.
Effective May 14, 2002, our Board of Directors engaged KPMG LLP as WorldCom's
independent auditors and dismissed


                                       3
<Page>

Andersen. We have not been able to obtain, after reasonable efforts, the written
consent of Andersen regarding the incorporation of its reports regarding such
financial statements into this registration statement. However, Rule 437a under
the Securities Act permits us to file this registration statement without a
written consent from Andersen. Accordingly, Andersen may not be liable to you
under Section 11(a) of the Securities Act because it has not consented to being
named as an expert in this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for any
action taken, or any failure to take any action, as a director, provided,
however, that the Section does not permit a corporation to eliminate or limit
the liability of a director for appropriating, in violation of his or her
duties, any business opportunity of the corporation, for acts or omissions
including intentional misconduct or a knowing violation of law, receiving from
any transaction an improper personal benefit, or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption, or
otherwise) as provided in Section 14-2-832 of the Georgia Code. Section
14-2-202(b)(4) also does not eliminate or limit the rights of us or any
shareholder to seek an injunction or other nonmonetary relief in the event of a
breach of a director's duty to the corporation and its shareholders.
Additionally, Section 14-2-202(b)(4) applies only to claims against a director
arising out of his or her role as a director, and does not relieve a director
from liability arising from his or her role as an officer or in any other
capacity.

      The provisions of Article Ten of our Second Amended and Restated Articles
of Incorporation, as amended, are similar in all substantive respects to those
contained in Section 14-2-202(b)(4) of the Georgia Code as outlined above.
Article Ten further provides that the liability of our directors shall be
limited to the fullest extent permitted by amendments to Georgia law.

      Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees, and agents. Section 14-2-851
of the Georgia Code permits indemnification of an individual for liability
incurred by him or her in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (including, subject to certain
limitations, civil actions brought as derivative actions by or in our right) in
which he or she is made a party by reason of being our director and a director
who, at our request, act as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. The Section permits
indemnification if the director acted in good faith and reasonably believed (1)
in the case of conduct in his or her official capacity, that such conduct was in
the best interests of the corporation, (2) in all other cases other than a
criminal proceeding that such conduct was at least not opposed to the best
interests of the corporation, and (3) in the case of a criminal proceeding, that
he or she had no reasonable cause to believe his or her conduct was unlawful. If
the required standard of conduct is met, indemnification may include judgments,
settlements, penalties, fines or reasonable expenses (including attorneys' fees)
incurred with respect to a proceeding.

      A Georgia corporation may not indemnify a director under Section 14-2-851:
(1) in connection with a proceeding by or in the right of the corporation,
except for reasonable expenses incurred by such director in connection with the
proceeding provided it is determined that such director met the relevant
standard of conduct set forth above, or (2) in connection with any proceeding
with respect to conduct for which such director was adjudged liable on the basis
that he or she received an improper personal benefit.

      Prior to indemnifying a director under Section 14-2-851 of the Georgia
Code, a determination must be made that the director has met the relevant
standard of conduct. Such determination must be made by: (1) a majority vote of
a quorum consisting of disinterested directors; (2) a duly designated committee
of disinterested directors; (3) duly selected special legal


                                       4
<Page>

counsel; or (4) a vote of the shareholders, excluding shares owned by or voted
under the control of directors who do not qualify as disinterested directors.

      Section 14-2-856 of the Georgia Code provides that a Georgia corporation
may, before final disposition of a proceeding, advance funds to pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding because he or she is a director, provided that such director delivers
to the corporation a written affirmation of his or her good faith belief that he
or she met the relevant standard of conduct described in Section 14-2-851 of the
Georgia Code, and a written undertaking by the director to repay any funds
advanced if it is ultimately determined that such director was not entitled to
such indemnification. Section 14-2-852 of the Georgia Code provides that
directors who are successful with respect to any claim brought against them,
which claim is brought because they are or were our directors, are entitled to
mandatory indemnification against reasonable expenses incurred in connection
therewith.

      The Georgia Code also allows a Georgia corporation to indemnify directors
made a party to a proceeding without regard to the above-referenced limitations,
if authorized by the articles of incorporation or a bylaw, contract, or
resolution duly adopted by a vote of the shareholders of the corporation by a
majority of votes entitled to be cast, excluding shares owned or voted under the
control of the director or directors who are not disinterested, and to advance
funds to pay for or reimburse reasonable expenses incurred in the defense
thereof, subject to restrictions similar to the restrictions described in the
preceding paragraph; provided, however, that the corporation may not indemnify a
director adjudged liable (1) for any appropriation, in violation of his or her
duties, of any business opportunity of WorldCom, (2) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (3) for unlawful
distributions under Section 14-2-832 of the Georgia Code, or (4) for any
transaction in which the director obtained an improper personal benefit.

      Section 14-2-857 of the Georgia Code provides that an officer of WorldCom
(but not an employee or agent generally) who is not a director has the mandatory
right of indemnification granted to directors under Section 14-2-852, subject to
the same limitations as described above. In addition, we may, as provided by
either (1) our Second Amended and Restated Articles of Incorporation, as
amended, (2) our Restated Bylaws, (3) general or specific actions by our board
of directors, or (4) contract, indemnify and advance expenses to an officer,
employee or agent who is not a director to the extent that such indemnification
is consistent with public policy.

The indemnification provisions of Article X of our Restated Bylaws and Article
Twelve of our Second Amended and Restated Articles of Incorporation, as amended,
are consistent with the foregoing provisions of the Georgia Code. However, our
Second Amended and Restated Articles of Incorporation, as amended, prohibit
indemnification of a director who did not believe in good faith that his or her
actions were in, or not opposed to, our best interests, or to have improperly
received a personal benefit, or in the case of a criminal proceeding, if such
director had reasonable cause to believe his or her conduct was unlawful, or in
the case of a proceeding by or in the right of us, in which such director was
adjudged liable to us, unless a court shall determine that the director is
fairly and reasonably entitled to indemnification in view of all the
circumstances. Our Restated Bylaws extend the indemnification available to
officers under the Georgia Code to employees and agents.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      See Exhibit Index.

      The Registrant will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the plan.

ITEM 9. UNDERTAKINGS.

      (a)  The undersigned registrant hereby undertakes:



                                       5
<Page>

            (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;

                  (ii) to reflect in the prospectus any facts or events arising
                  after the effective date of this Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range may be reflected in the
                  form of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement;

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

      PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission by the registrant pursuant to Section 13 or Section 15 (d) of
      the Exchange Act that are incorporated by reference in this Registration
      Statement.

            (2) That, for the purpose of determining any liability under the
            Securities 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 Securities Act, each filing of the
      Registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act (and, where applicable, each filing of an employee benefit
      plan's annual report pursuant to Section 15(d) of the Exchange Act) that
      is incorporated by reference in this Registration Statement shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial BONA FIDE offering thereof.

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



                                       6
<Page>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Clinton, State of Mississippi on June 19, 2002.

                                   WORLDCOM, INC.



                                   By:   /s/ Scott D. Sullivan
                                       -----------------------------------------
                                         Scott D. Sullivan
                                         Executive Vice President and
                                         Chief Financial Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
John W. Sidgmore, Scott D. Sullivan and P. Bruce Borghardt, and each of them
(with full power to each of them to act alone), his true and lawful attorneys in
fact and agents for him and on his behalf and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with exhibits
and any and all other documents filed with respect thereto, with the Securities
and Exchange Commission (or any other governmental or regulatory authority),
granting unto said attorneys, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises in order to effectuate the same as fully to all
intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that said attorneys in fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<Table>
<Caption>

                        Name                                       Title                             Date
                        ----                                       -----                             ----
<S>                                                               <C>                              <C>


     /s/ James C. Allen                                           Director                         June 19, 2002
     --------------------------------------------
         James C. Allen


     /s/ Judith Areen                                             Director                         June 19, 2002
     --------------------------------------------
         Judith Areen


     /s/ Carl J. Aycock                                           Director                         June 19, 2002
     --------------------------------------------
         Carl J. Aycock


     /s/ Max E. Bobbitt                                           Director                         June 19, 2002
     --------------------------------------------
         Max E. Bobbitt


     /s/ Francesco Galesi                                         Director                         June 19, 2002
     --------------------------------------------
         Francesco Galesi



                                       7
<Page>

<Caption>

                        Name                                       Title                             Date
                        ----                                       -----                             ----
<S>                                                               <C>                              <C>


     /s/ Stiles A. Kellett, Jr.                                   Director                         June 19, 2002
     --------------------------------------------
         Stiles A. Kellett, Jr.


     /s/ Gordon S. Macklin                                        Director                         June 19, 2002
     --------------------------------------------
         Gordon S. Macklin


     /s/ Bert C. Roberts, Jr.                              Chairman of the Board                   June 19, 2002
     --------------------------------------------
         Bert C. Roberts, Jr.
                                                          Director, President and
                                                          Chief Executive Officer
     /s/ John W. Sidgmore                              (Principal Executive Officer)               June 19, 2002
     --------------------------------------------
         John W. Sidgmore
                                                   Director, Executive Vice President and
                                                          Chief Financial Officer
                                                      (Principal Financial Officer and
     /s/ Scott D. Sullivan                             Principal Accounting Officer)               June 19, 2002
     --------------------------------------------
         Scott D. Sullivan
</Table>




                                       8
<Page>


      THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Clinton, State of
Mississippi, on June 19, 2002.

                                     WORLDCOM, INC. 401(K) SALARY SAVINGS PLAN


                                     By:  /s/ Dennis Sickle
                                          -------------------------------
                                          Dennis Sickle
                                          Senior Vice President, Human Resources
                                          WorldCom, Inc.




                                       9
<Page>


                                  EXHIBIT INDEX


 EXHIBIT
 NUMBER                           DESCRIPTION
 ------                           -----------


   4.1    Articles of Amendment to the Second Amended and Restated Articles of
          Incorporation of WorldCom (amending former Article Seven by inserting
          Articles Seven D, E, F and G) (incorporated by reference to Exhibit
          3.1 to WorldCom's registration statement on Form S-8 dated August 22,
          2001 (Registration No. 333-68204))

   4.2    Articles of Amendment to the Second Amended and Restated Articles of
          Incorporation of WorldCom (amending former Article Four by deleting
          the text thereof and substituting new Article Four) (incorporated by
          reference to Exhibit 3.2 to WorldCom's registration statement on Form
          S-8 dated August 22, 2001 (Registration No. 333-68204))

   4.3    Articles of Amendment to the Second Amended and Restated Articles of
          Incorporation of WorldCom (amending former Article Eleven by deleting
          the text thereof and substituting new Article Eleven) (incorporated by
          reference to Exhibit 3.3 to WorldCom's registration statement on Form
          S-8 dated August 22, 2001 (Registration No. 333-68204))

   4.4    Second Amended and Restated Articles of Incorporation of WorldCom
          (including preferred stock designations), as amended as of May 1, 2000
          (incorporated by reference to Exhibit 3.4 to WorldCom's registration
          statement on Form S-8 dated August 22, 2001 (Registration No.
          333-68204))

   4.5    Restated ByLaws of WorldCom (incorporated by reference to Exhibit 3.5
          to WorldCom's registration statement on Form S-8 dated August 22, 2001
          (Registration No. 333-68204))

   4.6    Rights Agreement between WorldCom and The Bank of New York, as Rights
          Agent, dated as of March 7, 2002 (incorporated by reference to Exhibit
          1 to WorldCom's Form 8-A dated March 13, 2002 (File No. 0-11258))

  23.1    Consent of Arthur Andersen LLP (omitted pursuant to Rule 437(a))

  24.1    Power of Attorney (included in Signature Pages)
[{"type": "S-8", "sequence": "1", "filename": "a2082710zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 31840}]
{"company-data": {"conformed-name": "WORLDCOM INC", "cik": "0000723527", "assigned-sic": "4813", "irs-number": "581521612", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90794", "film-number": "02682500"}, "business-address": {"street1": "500 CLINTON CENTER DRIVE", "city": "CLINTON", "state": "MS", "zip": "39056", "phone": "6014605600"}, "former-company": [{"former-conformed-name": "MCI WORLDCOM INC", "date-changed": "19980914"}, {"former-conformed-name": "WORLDCOM INC /GA/", "date-changed": "19970127"}, {"former-conformed-name": "LDDS COMMUNICATIONS INC /GA/", "date-changed": "19930916"}]}
As filed with the Securities and Exchange Commission on June 19, 2002
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

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

                             -----------------------
                                 WORLDCOM, INC.
             (Exact name of registrant as specified in its charter)
              GEORGIA                                        58-1521612
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)

                            500 CLINTON CENTER DRIVE
                           CLINTON, MISSISSIPPI 39056
                          (Address, including zip code,
                  of registrant's principal executive offices)

                    WORLDCOM, INC. 401(k) SALARY SAVINGS PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            P. BRUCE BORGHARDT, ESQ.
                                 WORLDCOM, INC.
                              500 TECHNOLOGY DRIVE
                          SAINT CHARLES, MISSOURI 63304
                                 (636) 793-3400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
     Title of                           Proposed         Proposed
 securities to be    Amount to be       maximum           maximum           Amount of
   registered(1)      registered     offering price      aggregate        registration
                                       per share(2)    offering price(2)     fee(3)
---------------------------------------------------------------------------------------
WorldCom, Inc. -
WorldCom group        150,000,000        $1.5010        $225,150,000       $20,714
common stock,          shares(1)
$0.01 par  value,
and associated
preferred stock
purchase rights(4)
---------------------------------------------------------------------------------------
--------------------------

(1)   Pursuant to Rule 416(c) under the Securities Act of 1933, this
      Registration Statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the employee benefit plan described herein.
      This Registration Statement also covers such additional shares of
      WorldCom, Inc. - WorldCom group common stock, par value $0.01 per share
      ("WorldCom Group Stock"), as may be issuable pursuant to antidilution
      provisions.

(2)   Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
      determining the registration fee. Proposed maximum offering price
      represents the average of the high and low reported market prices of the
      WorldCom Group Stock on June 18, 2002.

(3)   Pursuant to Rule 457(p) under the Securities Act, the amount of the filing
      fee due under this Registration Statement has been offset by $20,714
      representing a portion of the filing fee paid under WorldCom, Inc.'s
      ("WorldCom" or the "Company") registration statement on Form S-4 (File No.
      333-36901) originally filed on October 1, 1997, as subsequently amended by
      Post-Effective Amendment No. 1 on Form S-8 (the "Original Statement")
      relating to 47,736,000 shares of WorldCom Group Stock and associated
      preferred stock purchase rights registered thereunder that remain unsold
      pursuant to the MCI Communications Corporation ESOP and 401(k) Plan for
      Exempt Employees - Part II-401(k), the MCI Communications Corporation ESOP
      and 401(k) Plan for Nonexempt Employees - Part II-401(k), and the Western
      Union International, Inc. 401(k) Plan for Collectively Bargained Employees
      (the "401(k) Plans"). Such shares
were originally registered as common stock and associated preferred stock
      purchase rights which shares were recapitalized into WorldCom Group Stock
      and associated preferred stock purchase rights on June 7, 2001, as
      reported in the Company's Current Report on Form 8-K dated and filed June
      7, 2001. Registrant is filing concurrently herewith a Post-Effective
      Amendment to the Original Statement acknowledging the transfer of the
      registration fee associated with such shares to this Registration
      Statement.

(4)   Each share of WorldCom Group Stock also represents one associated
      preferred stock purchase right relating to rights to purchase series 4
      preferred stock. Preferred stock purchase rights cannot trade separately
      from the underlying common stock and, therefore, do not carry a separate
      price or necessitate an additional filing fee.

                                       2
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part I
of this Registration Statement will be sent or given to eligible employees as
specified by Rule 428(b) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 promulgated under the Securities
Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange Commission
(the "Commission") by WorldCom under File No. 0-11258 or by the Plan under File
No. 333-02115 pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference and shall be deemed to be
a part hereof:

      (1) Our Annual Report on Form 10-K for the fiscal year ended December 31,
2001;

      (2) Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2002;

      (3) Our Current Reports on Form 8-K dated February 7, 2002 (filed February
7, 2002), Form 8-K dated February 7, 2002 (filed February 7, 2002), Form 8-K
dated March 7, 2002 (filed March 13, 2002), Form 8-K dated May 14, 2002 (filed
May 15, 2002), Form 8-K dated May 17, 2002 (filed May 17, 2002), Form 8-K dated
May 20, 2002 (filed May 20, 2002), Form 8-K dated May 21, 2002 (filed May 22,
2002), Form 8-K/A dated May 14, 2002 (filed May 28, 2002), and Form 8-K dated
May 23, 2002 (filed May 29, 2002);

      (4) The description of our WorldCom Group Stock contained in our
registration statement on Form 8-A, filed with the Commission on April 25, 2001,
including any amendments or reports filed for the purpose of updating such
description;

      (5) The description of our preferred stock purchase rights relating to
rights to purchase series 4 preferred stock contained in our registration
statement on Form 8-A dated March 13, 2002, including any amendments or reports
filed for the purpose of updating such description; and

      (6) The Annual Report on Form 11-K of the Plan for the year ended December
31, 2000.

      All documents filed by WorldCom or the Plan with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, as amended, subsequent
to the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and into the respective prospectus
for the Plan and to be a part hereof and thereof from the date of filing of such
documents. Any statement contained herein or therein or in a document
incorporated or deemed to be incorporated herein or therein by reference shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document incorporated or deemed to be incorporated by
reference, which statement is also incorporated herein or therein by reference,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement or the prospectus.

      The financial statements of WorldCom for the year ended December 31, 2001
and the WorldCom 401(k) Plan for the year ended December 31, 2000 have been
audited by Arthur Andersen LLP ("Andersen"), independent public accountants.
Effective May 14, 2002, our Board of Directors engaged KPMG LLP as WorldCom's
independent auditors and dismissed

                                       3
Andersen. We have not been able to obtain, after reasonable efforts, the written
consent of Andersen regarding the incorporation of its reports regarding such
financial statements into this registration statement. However, Rule 437a under
the Securities Act permits us to file this registration statement without a
written consent from Andersen. Accordingly, Andersen may not be liable to you
under Section 11(a) of the Securities Act because it has not consented to being
named as an expert in this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for any
action taken, or any failure to take any action, as a director, provided,
however, that the Section does not permit a corporation to eliminate or limit
the liability of a director for appropriating, in violation of his or her
duties, any business opportunity of the corporation, for acts or omissions
including intentional misconduct or a knowing violation of law, receiving from
any transaction an improper personal benefit, or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption, or
otherwise) as provided in Section 14-2-832 of the Georgia Code. Section
14-2-202(b)(4) also does not eliminate or limit the rights of us or any
shareholder to seek an injunction or other nonmonetary relief in the event of a
breach of a director's duty to the corporation and its shareholders.
Additionally, Section 14-2-202(b)(4) applies only to claims against a director
arising out of his or her role as a director, and does not relieve a director
from liability arising from his or her role as an officer or in any other
capacity.

      The provisions of Article Ten of our Second Amended and Restated Articles
of Incorporation, as amended, are similar in all substantive respects to those
contained in Section 14-2-202(b)(4) of the Georgia Code as outlined above.
Article Ten further provides that the liability of our directors shall be
limited to the fullest extent permitted by amendments to Georgia law.

      Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees, and agents. Section 14-2-851
of the Georgia Code permits indemnification of an individual for liability
incurred by him or her in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (including, subject to certain
limitations, civil actions brought as derivative actions by or in our right) in
which he or she is made a party by reason of being our director and a director
who, at our request, act as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. The Section permits
indemnification if the director acted in good faith and reasonably believed (1)
in the case of conduct in his or her official capacity, that such conduct was in
the best interests of the corporation, (2) in all other cases other than a
criminal proceeding that such conduct was at least not opposed to the best
interests of the corporation, and (3) in the case of a criminal proceeding, that
he or she had no reasonable cause to believe his or her conduct was unlawful. If
the required standard of conduct is met, indemnification may include judgments,
settlements, penalties, fines or reasonable expenses (including attorneys' fees)
incurred with respect to a proceeding.

      A Georgia corporation may not indemnify a director under Section 14-2-851:
(1) in connection with a proceeding by or in the right of the corporation,
except for reasonable expenses incurred by such director in connection with the
proceeding provided it is determined that such director met the relevant
standard of conduct set forth above, or (2) in connection with any proceeding
with respect to conduct for which such director was adjudged liable on the basis
that he or she received an improper personal benefit.

      Prior to indemnifying a director under Section 14-2-851 of the Georgia
Code, a determination must be made that the director has met the relevant
standard of conduct. Such determination must be made by: (1) a majority vote of
a quorum consisting of disinterested directors; (2) a duly designated committee
of disinterested directors; (3) duly selected special legal

                                       4
counsel; or (4) a vote of the shareholders, excluding shares owned by or voted
under the control of directors who do not qualify as disinterested directors.

      Section 14-2-856 of the Georgia Code provides that a Georgia corporation
may, before final disposition of a proceeding, advance funds to pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding because he or she is a director, provided that such director delivers
to the corporation a written affirmation of his or her good faith belief that he
or she met the relevant standard of conduct described in Section 14-2-851 of the
Georgia Code, and a written undertaking by the director to repay any funds
advanced if it is ultimately determined that such director was not entitled to
such indemnification. Section 14-2-852 of the Georgia Code provides that
directors who are successful with respect to any claim brought against them,
which claim is brought because they are or were our directors, are entitled to
mandatory indemnification against reasonable expenses incurred in connection
therewith.

      The Georgia Code also allows a Georgia corporation to indemnify directors
made a party to a proceeding without regard to the above-referenced limitations,
if authorized by the articles of incorporation or a bylaw, contract, or
resolution duly adopted by a vote of the shareholders of the corporation by a
majority of votes entitled to be cast, excluding shares owned or voted under the
control of the director or directors who are not disinterested, and to advance
funds to pay for or reimburse reasonable expenses incurred in the defense
thereof, subject to restrictions similar to the restrictions described in the
preceding paragraph; provided, however, that the corporation may not indemnify a
director adjudged liable (1) for any appropriation, in violation of his or her
duties, of any business opportunity of WorldCom, (2) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (3) for unlawful
distributions under Section 14-2-832 of the Georgia Code, or (4) for any
transaction in which the director obtained an improper personal benefit.

      Section 14-2-857 of the Georgia Code provides that an officer of WorldCom
(but not an employee or agent generally) who is not a director has the mandatory
right of indemnification granted to directors under Section 14-2-852, subject to
the same limitations as described above. In addition, we may, as provided by
either (1) our Second Amended and Restated Articles of Incorporation, as
amended, (2) our Restated Bylaws, (3) general or specific actions by our board
of directors, or (4) contract, indemnify and advance expenses to an officer,
employee or agent who is not a director to the extent that such indemnification
is consistent with public policy.

The indemnification provisions of Article X of our Restated Bylaws and Article
Twelve of our Second Amended and Restated Articles of Incorporation, as amended,
are consistent with the foregoing provisions of the Georgia Code. However, our
Second Amended and Restated Articles of Incorporation, as amended, prohibit
indemnification of a director who did not believe in good faith that his or her
actions were in, or not opposed to, our best interests, or to have improperly
received a personal benefit, or in the case of a criminal proceeding, if such
director had reasonable cause to believe his or her conduct was unlawful, or in
the case of a proceeding by or in the right of us, in which such director was
adjudged liable to us, unless a court shall determine that the director is
fairly and reasonably entitled to indemnification in view of all the
circumstances. Our Restated Bylaws extend the indemnification available to
officers under the Georgia Code to employees and agents.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      See Exhibit Index.

      The Registrant will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the plan.

ITEM 9. UNDERTAKINGS.

      (a)  The undersigned registrant hereby undertakes:

                                       5
(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;

                  (ii) to reflect in the prospectus any facts or events arising
                  after the effective date of this Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range may be reflected in the
                  form of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement;

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

      PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission by the registrant pursuant to Section 13 or Section 15 (d) of
      the Exchange Act that are incorporated by reference in this Registration
      Statement.

            (2) That, for the purpose of determining any liability under the
            Securities 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 Securities Act, each filing of the
      Registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act (and, where applicable, each filing of an employee benefit
      plan's annual report pursuant to Section 15(d) of the Exchange Act) that
      is incorporated by reference in this Registration Statement shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial BONA FIDE offering thereof.

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

                                       6
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Clinton, State of Mississippi on June 19, 2002.

                                   WORLDCOM, INC.

                                   By:   /s/ Scott D. Sullivan
                                       -----------------------------------------
                                         Scott D. Sullivan
                                         Executive Vice President and
                                         Chief Financial Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
John W. Sidgmore, Scott D. Sullivan and P. Bruce Borghardt, and each of them
(with full power to each of them to act alone), his true and lawful attorneys in
fact and agents for him and on his behalf and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with exhibits
and any and all other documents filed with respect thereto, with the Securities
and Exchange Commission (or any other governmental or regulatory authority),
granting unto said attorneys, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises in order to effectuate the same as fully to all
intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that said attorneys in fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                       Title                             Date
                        ----                                       -----                             ----
/s/ James C. Allen                                           Director                         June 19, 2002
     --------------------------------------------
         James C. Allen

     /s/ Judith Areen                                             Director                         June 19, 2002
     --------------------------------------------
         Judith Areen

     /s/ Carl J. Aycock                                           Director                         June 19, 2002
     --------------------------------------------
         Carl J. Aycock

     /s/ Max E. Bobbitt                                           Director                         June 19, 2002
     --------------------------------------------
         Max E. Bobbitt

     /s/ Francesco Galesi                                         Director                         June 19, 2002
     --------------------------------------------
         Francesco Galesi

                                       7
Name                                       Title                             Date
                        ----                                       -----                             ----
/s/ Stiles A. Kellett, Jr.                                   Director                         June 19, 2002
     --------------------------------------------
         Stiles A. Kellett, Jr.

     /s/ Gordon S. Macklin                                        Director                         June 19, 2002
     --------------------------------------------
         Gordon S. Macklin

     /s/ Bert C. Roberts, Jr.                              Chairman of the Board                   June 19, 2002
     --------------------------------------------
         Bert C. Roberts, Jr.
                                                          Director, President and
                                                          Chief Executive Officer
     /s/ John W. Sidgmore                              (Principal Executive Officer)               June 19, 2002
     --------------------------------------------
         John W. Sidgmore
                                                   Director, Executive Vice President and
                                                          Chief Financial Officer
                                                      (Principal Financial Officer and
     /s/ Scott D. Sullivan                             Principal Accounting Officer)               June 19, 2002
     --------------------------------------------
         Scott D. Sullivan
8
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Clinton, State of
Mississippi, on June 19, 2002.

                                     WORLDCOM, INC. 401(K) SALARY SAVINGS PLAN

                                     By:  /s/ Dennis Sickle
                                          -------------------------------
                                          Dennis Sickle
                                          Senior Vice President, Human Resources
                                          WorldCom, Inc.

                                       9
EXHIBIT INDEX

 EXHIBIT
 NUMBER                           DESCRIPTION
 ------                           -----------

   4.1    Articles of Amendment to the Second Amended and Restated Articles of
          Incorporation of WorldCom (amending former Article Seven by inserting
          Articles Seven D, E, F and G) (incorporated by reference to Exhibit
          3.1 to WorldCom's registration statement on Form S-8 dated August 22,
          2001 (Registration No. 333-68204))

   4.2    Articles of Amendment to the Second Amended and Restated Articles of
          Incorporation of WorldCom (amending former Article Four by deleting
          the text thereof and substituting new Article Four) (incorporated by
          reference to Exhibit 3.2 to WorldCom's registration statement on Form
          S-8 dated August 22, 2001 (Registration No. 333-68204))

   4.3    Articles of Amendment to the Second Amended and Restated Articles of
          Incorporation of WorldCom (amending former Article Eleven by deleting
          the text thereof and substituting new Article Eleven) (incorporated by
          reference to Exhibit 3.3 to WorldCom's registration statement on Form
          S-8 dated August 22, 2001 (Registration No. 333-68204))

   4.4    Second Amended and Restated Articles of Incorporation of WorldCom
          (including preferred stock designations), as amended as of May 1, 2000
          (incorporated by reference to Exhibit 3.4 to WorldCom's registration
          statement on Form S-8 dated August 22, 2001 (Registration No.
          333-68204))

   4.5    Restated ByLaws of WorldCom (incorporated by reference to Exhibit 3.5
          to WorldCom's registration statement on Form S-8 dated August 22, 2001
          (Registration No. 333-68204))

   4.6    Rights Agreement between WorldCom and The Bank of New York, as Rights
          Agent, dated as of March 7, 2002 (incorporated by reference to Exhibit
          1 to WorldCom's Form 8-A dated March 13, 2002 (File No. 0-11258))

  23.1    Consent of Arthur Andersen LLP (omitted pursuant to Rule 437(a))

  24.1    Power of Attorney (included in Signature Pages)