<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)
                           John R. Worthington, Esq.
                   Senior 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    6,000,000      $19.625(a)                $40,604.00
per share)         shares

</TABLE>

Approximate Date of Proposed Sales: From time to time after effective date of
this Registration Statement.
-----------------------------------------------------------------
(a) Price will be determined according to plan rules, using the fair market
value of the Common Stock as reported by the National Association of Securities
Dealers Inc. through its National Market Automated Quotation System.

(b)  Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$19.625 which is the closing price of MCI Communications Corporation Common
Stock on March 8, 1995, as reported by the National Association of Securities
Dealers Inc. on its National Market Automated Quotation System, which is within
four(4) business days prior to the date of filing.

Exhibit Index is located at page 12 of this document.
PAGE 1 of 14
<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.
                                          Registration Statement.
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 14
<PAGE>
 
PAGE 3


PROSPECTUS
---------- 
                               6,000,000 Shares

                        MCI COMMUNICATIONS CORPORATION

                                 Common Stock

                          (Par Value $.10 Per Share)

                          --------------------------
             
                        MCI COMMUNICATIONS CORPORATION

                               STOCK OPTION PLAN

                          --------------------------
     This Prospectus covers a maximum of 6,000,000 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 14, 1995




PAGE 3 of 14
<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, 1993.

        (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, June 30 and September 30, 1994 and Current Reports
            on Form 8-K dated March 9, 1994; March 15, 1994, October 4, 1994
            and February 16, 1995.

        (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.

        ITEM 4.   DESCRIPTION OF SECURITIES.
                  --------------------------

        Not applicable.



PAGE 4 OF 14
<PAGE>
 
PAGE 5

        ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
                  ---------------------------------------

        The validity of the securities offered hereby has been passed upon for
the Company by John R. Worthington, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company.  At December 31, 1994,
Mr. Worthington owned 284,889 shares of Common Stock of the Company (not
including 147,890 shares of Common Stock owned by his wife, in which securities
he disclaims any beneficial interest).  In addition, Mr. Worthington at such
time held exercisable options to purchase 279,130 shares of Common Stock under
the Company's stock option plans, and had 29,959 shares of Common Stock credited
to his accounts under the Company's employee stock ownership plans.

        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.



PAGE 5 of 14
<PAGE>
 
PAGE 6


        (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 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 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

PAGE 6 of 14
<PAGE>
 
PAGE 7

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.

        ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                 ----------------------------------- 

        Not applicable.
<TABLE>
<CAPTION>
 
 
        ITEM 8.  EXHIBITS.
Exhibit No.                Description
-----------                -----------
<S>            <C>
4(a)           Amended Restated Certificate of
               Incorporation of Registrant
               (incorporated by reference to
               Exhibit 3(i) to Registrant's Current
               Report on Form 8-K dated October 4,
               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).

 
</TABLE>



PAGE 7 of 14
<PAGE>
 
PAGE 8

        ITEM 9.  UNDERTAKINGS.
                 ------------ 

        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");

            (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.

        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.



PAGE 8 of 14
<PAGE>
 
PAGE 9


        Insofar as indemnification for liabilities arising under the 1933 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 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  9 of 14
<PAGE>
 
PAGE 10
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 14th day of March, 1995.

                               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 14th day of March, 1995.

<TABLE>
<CAPTION>

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

<S>                               <C> 
Bert C. Roberts, Jr.              Principal Executive Officer,
----------------------------      Director
Bert C. Roberts, Jr.                   
 
Douglas L. Maine                  Principal Financial Officer
----------------------------
Douglas L. Maine

Bradley E. Sparks                 Principal Accounting Officer
----------------------------
Bradley E. Sparks

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

Judith Areen                      Director
----------------------------
Judith Areen

Michael H. Bader                  Director
----------------------------
Michael H. Bader
 
Michael L. Hepher                 Director
---------------------------- 
Michael L. Hepher             

Richard M. Jones                  Director
----------------------------
Richard M. Jones
</TABLE> 
 
PAGE 10 of 14
 
<PAGE>

PAGE 11

<TABLE> 
 
<S>                               <C>
 
Gordon S. Macklin                 Director
----------------------------
Gordon S. Macklin
                              
Alfred T. Mockett                 Director
----------------------------
Alfred T. Mockett

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
</TABLE> 

PAGE 11 of 14

<PAGE>
 
PAGE 12
<TABLE>
<CAPTION>
 
                               INDEX TO EXHIBITS

                                                      Sequential       
Exhibit No.    Description                             Page No. 
-------------  -------------------------------------  ---------- 
                                                      
<S>            <C>                                    <C>
4(a)           Amended and Restated Certificate of
               Incorporation of Registrant (incor-
               porated by reference to Exhibit 3(i)
               to Registrant's Current Report on
               Form 8-K dated October 4, 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 12 of 14
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23706}]
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)
                           John R. Worthington, Esq.
                   Senior 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    6,000,000      $19.625(a)                $40,604.00
per share)         shares
Approximate Date of Proposed Sales: From time to time after effective date of
this Registration Statement.
-----------------------------------------------------------------
(a) Price will be determined according to plan rules, using the fair market
value of the Common Stock as reported by the National Association of Securities
Dealers Inc. through its National Market Automated Quotation System.

(b)  Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$19.625 which is the closing price of MCI Communications Corporation Common
Stock on March 8, 1995, as reported by the National Association of Securities
Dealers Inc. on its National Market Automated Quotation System, which is within
four(4) business days prior to the date of filing.

Exhibit Index is located at page 12 of this document.
PAGE 1 of 14
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.
                                          Registration Statement.
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 14
PAGE 3

PROSPECTUS
---------- 
                               6,000,000 Shares

                        MCI COMMUNICATIONS CORPORATION

                                 Common Stock

                          (Par Value $.10 Per Share)

                          --------------------------
             
                        MCI COMMUNICATIONS CORPORATION

                               STOCK OPTION PLAN

                          --------------------------
     This Prospectus covers a maximum of 6,000,000 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 14, 1995

PAGE 3 of 14
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, 1993.

        (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, June 30 and September 30, 1994 and Current Reports
            on Form 8-K dated March 9, 1994; March 15, 1994, October 4, 1994
            and February 16, 1995.

        (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.

        ITEM 4.   DESCRIPTION OF SECURITIES.
                  --------------------------

        Not applicable.

PAGE 4 OF 14
PAGE 5

        ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
                  ---------------------------------------

        The validity of the securities offered hereby has been passed upon for
the Company by John R. Worthington, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company.  At December 31, 1994,
Mr. Worthington owned 284,889 shares of Common Stock of the Company (not
including 147,890 shares of Common Stock owned by his wife, in which securities
he disclaims any beneficial interest).  In addition, Mr. Worthington at such
time held exercisable options to purchase 279,130 shares of Common Stock under
the Company's stock option plans, and had 29,959 shares of Common Stock credited
to his accounts under the Company's employee stock ownership plans.

        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.

PAGE 5 of 14
PAGE 6

        (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 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 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

PAGE 6 of 14
PAGE 7

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.

        ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                 ----------------------------------- 

        Not applicable.
ITEM 8.  EXHIBITS.
Exhibit No.                Description
-----------                -----------
4(a)           Amended Restated Certificate of
               Incorporation of Registrant
               (incorporated by reference to
               Exhibit 3(i) to Registrant's Current
               Report on Form 8-K dated October 4,
               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).
PAGE 7 of 14
PAGE 8

        ITEM 9.  UNDERTAKINGS.
                 ------------ 

        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");

            (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.

        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.

PAGE 8 of 14
PAGE 9

        Insofar as indemnification for liabilities arising under the 1933 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 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  9 of 14
PAGE 10
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 14th day of March, 1995.

                               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 14th day of March, 1995.
SIGNATURE                       TITLE
          ---------                       -----
Bert C. Roberts, Jr.              Principal Executive Officer,
----------------------------      Director
Bert C. Roberts, Jr.                   
 
Douglas L. Maine                  Principal Financial Officer
----------------------------
Douglas L. Maine

Bradley E. Sparks                 Principal Accounting Officer
----------------------------
Bradley E. Sparks

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

Judith Areen                      Director
----------------------------
Judith Areen

Michael H. Bader                  Director
----------------------------
Michael H. Bader
 
Michael L. Hepher                 Director
---------------------------- 
Michael L. Hepher             

Richard M. Jones                  Director
----------------------------
Richard M. Jones
PAGE 10 of 14
PAGE 11
Gordon S. Macklin                 Director
----------------------------
Gordon S. Macklin
                              
Alfred T. Mockett                 Director
----------------------------
Alfred T. Mockett

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 11 of 14
PAGE 12
INDEX TO EXHIBITS

                                                      Sequential       
Exhibit No.    Description                             Page No. 
-------------  -------------------------------------  ----------
4(a)           Amended and Restated Certificate of
               Incorporation of Registrant (incor-
               porated by reference to Exhibit 3(i)
               to Registrant's Current Report on
               Form 8-K dated October 4, 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 12 of 14