<PAGE>

      As filed with the Securities and Exchange Commission on June 1, 2001
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                           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. 1997 STOCK OPTION PLAN, AS AMENDED
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            P. BRUCE BORGHARDT, ESQ.
                                 WORLDCOM, INC.
                      10777 SUNSET OFFICE DRIVE, SUITE 330
                            ST. LOUIS, MISSOURI 63127
                                 (314) 909-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
  Title of securities to    Amount to be registered       Proposed maximum            Proposed maximum            Amount of
      be registered                                 offering price per share(1)  aggregate offering price(1)  registration fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                         <C>                       <C>                         <C>
Common stock, $0.01 par
value, and associated            210,000,000                 $17.7250                  $3,722,250,000              $930,563
preferred stock purchase          shares(3)
rights(2)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

----------

(1)   Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
      determining the registration fee. Proposed maximum offering price
      represents (i) the weighted average price per share based on the exercise
      price of stock options already granted and (ii) the average high and low
      reported market prices of the Registrant's Common Stock on May 30, 2001
      with respect to securities for which options have not been granted.

(2)   Each share of Common Stock also represents one preferred stock purchase
      right. 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.

(3)   This Registration Statement also covers such additional shares of Common
      Stock as may be issuable pursuant to antidilution provisions.<PAGE>
<PAGE>

         This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective. Consequently, pursuant
to General Instruction E of Form S-8, the contents of the Registration
Statements on Form S-8 filed by us with respect to the WorldCom, Inc. 1997 Stock
Option Plan (the "Plan"), on June 27, 1997 (Registration No. 333-30279), January
28, 1998 (Registration No. 333-45079), August 31, 1998 (Registration
No. 333-62609), and August 17, 1999 (Registration No. 333-85393) are
incorporated by reference into this Registration Statement.

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by us (formerly Resurgens Communications Group,
Inc. ("Resurgens")) under File No. 000-11258 (formerly File No. 1-10415, in the
case of Resurgens) 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, 2000, as amended;

         2.       Our Quarterly Report on Form 10-Q for the quarterly period
                  ended March 31, 2001;

         3.       Our Current Reports on Form 8-K dated April 26, 2001 (filed
                  April 26, 2001), May 1, 2001 (filed May 1, 2001) and May 16,
                  2001 (filed May 16, 2001);

         4.       The description of our (formerly Resurgens') Common Stock as
                  contained in Item 1 of Resurgens' Registration Statement on
                  Form 8-A dated December 12, 1989, as updated by the
                  descriptions contained in our Registration Statement on Form
                  S-4 (File No. 333-16015), as declared effective by the
                  Commission on November 14, 1996, which includes the Joint
                  Proxy Statement/Prospectus dated November 14, 1996 with
                  respect to our Special Meeting of Shareholders held on
                  December 20, 1996, under the following captions: "Description
                  of WorldCom Capital Stock" and "Comparative Rights of
                  Shareholders," and the descriptions contained in our Proxy
                  Statement dated April 23, 1999 under the following captions:
                  "Approval of Amendment to Second Amended and Restated Articles
                  of Incorporation, as Amended, To Increase Authorized Shares of
                  Common Stock" and "Future Proposals of Security Holders";

         5.       The description of our Preferred Stock Purchase Rights
                  contained in our Registration Statement on Form 8-A dated
                  August 26, 1996, as updated by our Current Report on Form 8-K
                  dated May 22, 1997 (filed June 6, 1997); and

         6.       The description of our Series B Convertible Preferred Stock
                  contained in the our Registration Statement on Form 8-A dated
                  November 13, 1996.

         All documents filed by us with the Commission pursuant to Sections
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 to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated herein 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 in any other subsequently filed document
incorporated or deemed to be incorporated by reference, which statement is also
incorporated herein 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.

Item 4.  Description of Securities.

          Not applicable.


                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"GBCC") 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 GBCC. Section 14-2-202(b)(4)
also does not eliminate or limit the rights of WorldCom 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 WorldCom's 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 GBCC as outlined above.
Article Ten further provides that the liability of directors of WorldCom shall
be limited to the fullest extent permitted by amendments to Georgia law.

         Sections 14-2-850 to 14-2-859, inclusive, of the GBCC govern the
indemnification of directors, officers, employees, and agents. Section 14-2-851
of the GBCC 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 the right of WorldCom) in which
he or she is made a party by reason of being a director of WorldCom and a
director who, at the request of WorldCom, acts 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.
This 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 GBCC, 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 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 GBCC 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 GBCC,
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 GBCC provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of WorldCom, are entitled to
mandatory indemnification against reasonable expenses incurred in connection
therewith.


                                       3
<PAGE>

         The GBCC 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 GBCC, or (4) for any transaction in
which the director obtained an improper personal benefit.

         Section 14-2-857 of the GBCC 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, WorldCom may, as provided
by either (1) WorldCom's Second Amended and Restated Articles of Incorporation,
as amended, (2) WorldCom's Restated Bylaws, (3) general or specific actions by
its 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 WorldCom's Restated
Bylaws and Article Twelve of WorldCom's Second Amended and Restated Articles of
Incorporation, as amended, are consistent with the foregoing provisions of the
GBCC. However, WorldCom's 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, WorldCom's 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
WorldCom, in which such director was adjudged liable to WorldCom, unless a court
shall determine that the director is fairly and reasonably entitled to
indemnification in view of all the circumstances. WorldCom's Restated Bylaws
extend the indemnification available to officers under the GBCC to employees and
agents.

Item 8.  Exhibits

         See Exhibit Index.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

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

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933 (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;


                                       4
<PAGE>

                           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 purposes 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 Securities and Exchange
                  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.


                                       5
<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
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 1, 2001.

                                                 WorldCom, Inc.


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


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Bernard J. Ebbers, 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/ Clifford L. Alexander, Jr.  Director                          June 1, 2001
------------------------------
Clifford L. Alexander, Jr.


                                Director
------------------------------
James C. Allen


/s/ Judith Areen                Director                          June 1, 2001
------------------------------
Judith Areen


/s/ Carl J. Aycock              Director                          June 1, 2001
------------------------------
Carl J. Aycock


/s/ Max E. Bobbitt              Director                          June 1, 2001
------------------------------
Max E. Bobbitt


/s/ Bernard J. Ebbers           Director, President and           June 1, 2001
------------------------------  Chief Executive Officer
Bernard J. Ebbers               (Principal Executive Officer)


/s/ Francesco Galesi            Director                          June 1, 2001
------------------------------
Francesco Galesi


                                       6
<PAGE>

/s/ Stiles A. Kellett, Jr.      Director                          June 1, 2001
------------------------------
Stiles A. Kellett, Jr.


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


/s/ Bert C. Roberts, Jr.        Chairman of the Board             June 1, 2001
------------------------------
Bert C. Roberts, Jr.


/s/ John W. Sidgmore            Director                          June 1, 2001
------------------------------
John W. Sidgmore


/s/ Scott D. Sullivan           Director and Chief Financial      June 1, 2001
------------------------------  Officer (Principal Financial
Scott D. Sullivan               Officer and Principal
                                Accounting Officer)


                                       7
<PAGE>

                                  EXHIBIT INDEX

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

         4.1      Second Amended and Restated Articles of Incorporation of
                  WorldCom (including preferred stock designations), as amended
                  as of May 1, 2000 (incorporated herein by reference to Exhibit
                  4.1 of WorldCom's Quarterly Report on Form 10-Q dated March
                  31, 2000 (File No. 0-11258)).

         4.2      Restated Bylaws of WorldCom (incorporated by reference to
                  Exhibit 3.2 to WorldCom's Current Report on Form 8-K dated
                  September 14, 1998) (filed September 29, 1998)) (File No.
                  0-11258).

         4.3      Rights Agreement dated as of August 25, 1996, between WorldCom
                  and The Bank of New York, which includes the form of
                  Certificate of Designations, setting forth the terms of the
                  Series 3 Junior Participating Preferred Stock, par value $.01
                  per share, as Exhibit A, the form of Rights Certificate as
                  Exhibit B and the Summary of Preferred Stock Purchase Rights
                  as Exhibit C (incorporated herein by reference to Exhibit 4 to
                  WorldCom's Current Report on Form 8-K dated August 26, 1996
                  filed by WorldCom with the Securities and Exchange Commission
                  on August 26, 1996 (as amended on Form 8-K/A filed on August
                  31, 1996) (File No. 0-11258)).

         4.4      Amendment No. 1 to Rights Agreement dated as of May 22, 1997,
                  by and between WorldCom and The Bank of New York, as Rights
                  Agent (incorporated herein by reference to Exhibit 4.2 of
                  WorldCom's Current Report on Form 8-K dated May 22, 1997
                  (filed June 5, 1997) (File No. 0-11258)).

         5.1      Opinion of Counsel as to the legality of the securities to be
                  issued

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Counsel (included in Exhibit 5.1)

         24.1     Power of Attorney (included in Signature Pages)
[{"type": "S-8", "sequence": "1", "filename": "a2051042zs-8.txt", "description": "S-8", "secsgml_size_bytes": 29160}]
{"company-data": {"conformed-name": "WORLDCOM INC/GA//", "cik": "0000723527", "assigned-sic": "4813", "irs-number": "581521612", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62174", "film-number": "1653093"}, "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 1, 2001
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                           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. 1997 STOCK OPTION PLAN, AS AMENDED
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            P. BRUCE BORGHARDT, ESQ.
                                 WORLDCOM, INC.
                      10777 SUNSET OFFICE DRIVE, SUITE 330
                            ST. LOUIS, MISSOURI 63127
                                 (314) 909-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
  Title of securities to    Amount to be registered       Proposed maximum            Proposed maximum            Amount of
      be registered                                 offering price per share(1)  aggregate offering price(1)  registration fee
-------------------------------------------------------------------------------------------------------------------------------
Common stock, $0.01 par
value, and associated            210,000,000                 $17.7250                  $3,722,250,000              $930,563
preferred stock purchase          shares(3)
rights(2)
-------------------------------------------------------------------------------------------------------------------------------
----------

(1)   Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
      determining the registration fee. Proposed maximum offering price
      represents (i) the weighted average price per share based on the exercise
      price of stock options already granted and (ii) the average high and low
      reported market prices of the Registrant's Common Stock on May 30, 2001
      with respect to securities for which options have not been granted.

(2)   Each share of Common Stock also represents one preferred stock purchase
      right. 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.

(3)   This Registration Statement also covers such additional shares of Common
      Stock as may be issuable pursuant to antidilution provisions.
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective. Consequently, pursuant
to General Instruction E of Form S-8, the contents of the Registration
Statements on Form S-8 filed by us with respect to the WorldCom, Inc. 1997 Stock
Option Plan (the "Plan"), on June 27, 1997 (Registration No. 333-30279), January
28, 1998 (Registration No. 333-45079), August 31, 1998 (Registration
No. 333-62609), and August 17, 1999 (Registration No. 333-85393) are
incorporated by reference into this Registration Statement.

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by us (formerly Resurgens Communications Group,
Inc. ("Resurgens")) under File No. 000-11258 (formerly File No. 1-10415, in the
case of Resurgens) 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, 2000, as amended;

         2.       Our Quarterly Report on Form 10-Q for the quarterly period
                  ended March 31, 2001;

         3.       Our Current Reports on Form 8-K dated April 26, 2001 (filed
                  April 26, 2001), May 1, 2001 (filed May 1, 2001) and May 16,
                  2001 (filed May 16, 2001);

         4.       The description of our (formerly Resurgens') Common Stock as
                  contained in Item 1 of Resurgens' Registration Statement on
                  Form 8-A dated December 12, 1989, as updated by the
                  descriptions contained in our Registration Statement on Form
                  S-4 (File No. 333-16015), as declared effective by the
                  Commission on November 14, 1996, which includes the Joint
                  Proxy Statement/Prospectus dated November 14, 1996 with
                  respect to our Special Meeting of Shareholders held on
                  December 20, 1996, under the following captions: "Description
                  of WorldCom Capital Stock" and "Comparative Rights of
                  Shareholders," and the descriptions contained in our Proxy
                  Statement dated April 23, 1999 under the following captions:
                  "Approval of Amendment to Second Amended and Restated Articles
                  of Incorporation, as Amended, To Increase Authorized Shares of
                  Common Stock" and "Future Proposals of Security Holders";

         5.       The description of our Preferred Stock Purchase Rights
                  contained in our Registration Statement on Form 8-A dated
                  August 26, 1996, as updated by our Current Report on Form 8-K
                  dated May 22, 1997 (filed June 6, 1997); and

         6.       The description of our Series B Convertible Preferred Stock
                  contained in the our Registration Statement on Form 8-A dated
                  November 13, 1996.

         All documents filed by us with the Commission pursuant to Sections
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 to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated herein 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 in any other subsequently filed document
incorporated or deemed to be incorporated by reference, which statement is also
incorporated herein 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.

Item 4.  Description of Securities.

          Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers.

         Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"GBCC") 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 GBCC. Section 14-2-202(b)(4)
also does not eliminate or limit the rights of WorldCom 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 WorldCom's 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 GBCC as outlined above.
Article Ten further provides that the liability of directors of WorldCom shall
be limited to the fullest extent permitted by amendments to Georgia law.

         Sections 14-2-850 to 14-2-859, inclusive, of the GBCC govern the
indemnification of directors, officers, employees, and agents. Section 14-2-851
of the GBCC 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 the right of WorldCom) in which
he or she is made a party by reason of being a director of WorldCom and a
director who, at the request of WorldCom, acts 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.
This 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 GBCC, 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 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 GBCC 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 GBCC,
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 GBCC provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of WorldCom, are entitled to
mandatory indemnification against reasonable expenses incurred in connection
therewith.

                                       3
The GBCC 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 GBCC, or (4) for any transaction in
which the director obtained an improper personal benefit.

         Section 14-2-857 of the GBCC 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, WorldCom may, as provided
by either (1) WorldCom's Second Amended and Restated Articles of Incorporation,
as amended, (2) WorldCom's Restated Bylaws, (3) general or specific actions by
its 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 WorldCom's Restated
Bylaws and Article Twelve of WorldCom's Second Amended and Restated Articles of
Incorporation, as amended, are consistent with the foregoing provisions of the
GBCC. However, WorldCom's 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, WorldCom's 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
WorldCom, in which such director was adjudged liable to WorldCom, unless a court
shall determine that the director is fairly and reasonably entitled to
indemnification in view of all the circumstances. WorldCom's Restated Bylaws
extend the indemnification available to officers under the GBCC to employees and
agents.

Item 8.  Exhibits

         See Exhibit Index.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

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

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933 (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;

                                       4
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 purposes 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 Securities and Exchange
                  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.

                                       5
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
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 1, 2001.

                                                 WorldCom, Inc.

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

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Bernard J. Ebbers, 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/ Clifford L. Alexander, Jr.  Director                          June 1, 2001
------------------------------
Clifford L. Alexander, Jr.

                                Director
------------------------------
James C. Allen

/s/ Judith Areen                Director                          June 1, 2001
------------------------------
Judith Areen

/s/ Carl J. Aycock              Director                          June 1, 2001
------------------------------
Carl J. Aycock

/s/ Max E. Bobbitt              Director                          June 1, 2001
------------------------------
Max E. Bobbitt

/s/ Bernard J. Ebbers           Director, President and           June 1, 2001
------------------------------  Chief Executive Officer
Bernard J. Ebbers               (Principal Executive Officer)

/s/ Francesco Galesi            Director                          June 1, 2001
------------------------------
Francesco Galesi

                                       6
/s/ Stiles A. Kellett, Jr.      Director                          June 1, 2001
------------------------------
Stiles A. Kellett, Jr.

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

/s/ Bert C. Roberts, Jr.        Chairman of the Board             June 1, 2001
------------------------------
Bert C. Roberts, Jr.

/s/ John W. Sidgmore            Director                          June 1, 2001
------------------------------
John W. Sidgmore

/s/ Scott D. Sullivan           Director and Chief Financial      June 1, 2001
------------------------------  Officer (Principal Financial
Scott D. Sullivan               Officer and Principal
                                Accounting Officer)

                                       7
EXHIBIT INDEX

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

         4.1      Second Amended and Restated Articles of Incorporation of
                  WorldCom (including preferred stock designations), as amended
                  as of May 1, 2000 (incorporated herein by reference to Exhibit
                  4.1 of WorldCom's Quarterly Report on Form 10-Q dated March
                  31, 2000 (File No. 0-11258)).

         4.2      Restated Bylaws of WorldCom (incorporated by reference to
                  Exhibit 3.2 to WorldCom's Current Report on Form 8-K dated
                  September 14, 1998) (filed September 29, 1998)) (File No.
                  0-11258).

         4.3      Rights Agreement dated as of August 25, 1996, between WorldCom
                  and The Bank of New York, which includes the form of
                  Certificate of Designations, setting forth the terms of the
                  Series 3 Junior Participating Preferred Stock, par value $.01
                  per share, as Exhibit A, the form of Rights Certificate as
                  Exhibit B and the Summary of Preferred Stock Purchase Rights
                  as Exhibit C (incorporated herein by reference to Exhibit 4 to
                  WorldCom's Current Report on Form 8-K dated August 26, 1996
                  filed by WorldCom with the Securities and Exchange Commission
                  on August 26, 1996 (as amended on Form 8-K/A filed on August
                  31, 1996) (File No. 0-11258)).

         4.4      Amendment No. 1 to Rights Agreement dated as of May 22, 1997,
                  by and between WorldCom and The Bank of New York, as Rights
                  Agent (incorporated herein by reference to Exhibit 4.2 of
                  WorldCom's Current Report on Form 8-K dated May 22, 1997
                  (filed June 5, 1997) (File No. 0-11258)).

         5.1      Opinion of Counsel as to the legality of the securities to be
                  issued

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Counsel (included in Exhibit 5.1)

         24.1     Power of Attorney (included in Signature Pages)