<PAGE>
 
                               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
                     EXECUTIVE DEFERRED COMPENSATION PLAN
                    ---------------------------------------
                           (Full title of the plan)


                           Michael H. Salsbury, Esq.
                 Executive Vice President and General Counsel
                        MCI Communications Corporation
                        1801 Pennsylvania Avenue, N.W.
                            Washington, D.C.  20006
                    ---------------------------------------
                    (Name and address of agent for service)

                   Telephone number, including area code, of
                       agent for service: (202) 872-1600

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                      Proposed        Proposed
Title of                               Maximum        Maximum
Securities            Amount          Offering       Aggregate     Amount of
to be                  to be            Price         Offering    Registration
Registered          Registered     Per Obligation      Price          Fee
--------------    ---------------  --------------   ------------  ------------
<S>               <C>              <C>              <C>           <C>
Deferred
Compensation      $200,000,000(b)      100%         $200,000,000    $60,606.06
Obligations(a)
</TABLE>
--------------------------------------------------------------------------------
(a)  The Deferred Compensation Obligations are unsecured obligations of MCI to
pay deferred compensation in the future in accordance with the terms of the MCI
Communications Corporation Executive Deferred Compensation Plan.

(b)  Estimated solely for the purpose of determining the registration fee.

Exhibit Index is located at page 8 of this document.
<PAGE>
 
PROSPECTUS
 
 
                        MCI COMMUNICATIONS CORPORATION
 
                                 $200,000,000
 
                       DEFERRED COMPENSATION OBLIGATIONS
 
                               ----------------
 
                        MCI COMMUNICATIONS CORPORATION
 
                     EXECUTIVE DEFERRED COMPENSATION PLAN
 
                               ----------------
 
  This Prospectus covers a maximum of Two hundred million dollars
($200,000,000) of Deferred Compensation Obligations of MCI Communications
Corporation (the "Company") offered by the Company to executives of the
Company and its subsidiaries through its Executive Deferred Compensation 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 JUNE 19, 1997
 
<PAGE>
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
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, 1996.
 
  (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
      March 31, 1997 and its Current Report on Form 8-K filed on February 10,
      1997.
 
  (c) The description of securities to be registered contained in the
      Registration Statement filed pursuant to Section 12 of the Securities
      Exchange Act of 1934 (the "1934 Act") relating to the Registrant's
      Common Stock, including any amendments or reports filed for the purpose
      of updating such description.
 
  (d) All documents subsequently filed by the Registrant pursuant to Sections
      13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a
      post-effective amendment to the Registration Statement which indicates
      that all securities offered hereby have been sold or which deregisters
      all such securities remaining unsold; such documents will be deemed to
      be incorporated by reference in the Registration Statement from the
      date they are filed.
 
ITEM 4. DESCRIPTION OF SECURITIES.
        -------------------------
 
  Two hundred million ($200,000,000) Deferred Compensation Obligations (the
"Obligations") registered under this Registration Statement are to be offered
to certain executives of MCI Communications Corporation ("MCI") and its
affiliates pursuant to the Plan. This Plan works in connection with MCI's
Stock Option Plan (the "Stock Option Plan"), Senior Executive Incentive
Compensation Plan and Executive Incentive Compensation Plan ("Incentive
Plans") and allows executives to defer receipt of certain stock and cash
awards granted under the Stock Option Plan and the Incentive Plans. Executives
are permitted under this Plan to defer payment of their cash bonus awards
under the Incentive Plans and receive a grant of incentive stock units
("ISUs") and a 25% matching grant of incentive stock units ("Matching ISUs")
which are issued pursuant to the Stock Option Plan.
 
<PAGE>
 
Executives may also elect to defer dividend equivalents and the cash portion
of the merger consideration to be paid in connection with their ISU awards
after the effective time of the "Merger" as contemplated in the Agreement and
Plan of Merger, dated as of November 3, 1996, among British Telecommunications
plc, MCI Communications Corporation and Tadworth Corporation. Earnings on such
amounts will not exceed the deemed investment returns elected by the Executive
based on the portfolio of funds offered from time to time, currently, the
funds offered to employees participating in the MCI ESOP and 401(k) plans.
This portfolio includes an account whose return tracks the performance of MCI
Common Stock.
 
  The Obligations are general unsecured obligations of MCI to pay deferred
compensation in the future according to the Plan from the general assets of
MCI, and rank equally with other unsecured indebtedness of MCI outstanding
from time to time.
 
  The amount of compensation deferred by an Executive is determined by the
Executive's election subject to Plan limitations. Executives, in some cases,
may defer up to 100% of their cash incentive award ("Voluntary Deferred
ISUs"), 100% of their Executive Stock Award, and certain of their dividend
equivalents and the cash portion of the merger consideration to be received
with respect to certain ISUs. Executives may also defer payments under their
Converted ISUs (as defined below).
 
  Under the Plan, certain ISUs which were awarded when the Executive
relinquished restricted stock ("Converted ISUs"), the dividend equivalents and
the cash portion of the merger consideration may be allocated, at the election
of the Executive, among one or more investment funds offered to Executives in
the Plan. Each Executive's Obligation will be adjusted to reflect the investment
performance of the underlying funds, including any appreciation or depreciation.
Obligations for Converted ISUs, dividend equivalents and the cash portion of the
merger consideration generally are payable in cash in a year selected by the
Executive which is at least three years from the date of grant and no later than
the year in which the Executive terminates employment. Obligations for Matching
ISUs, Voluntary Deferred ISUs, Executive Stock Awards and other ISUs will be
satisfied generally by the issuance of shares of Common Stock under the Stock
Option Plan registered under a separate Form S-8 File No. 333-23089.
 
  An Executive's right or the right of any Beneficiary to the Obligation
cannot be assigned, alienated, sold, garnished, transferred, pledged or
encumbered except by a written designation of a beneficiary under the Plan, by
a written will, or by the laws of descent and distribution.
 
  The Obligations are not subject to redemption, in whole or in part, prior to
the payment dates specified in Executives' elections unless the Executive's
employment is terminated without cause prior to designated payment date. All
non-vested deferred amounts are subject to forfeiture in the event Executive's
employment is terminated for cause as defined in the Plan. In the event of a
financial hardship, MCI may accelerate and pay all or a part of an Executive's
Obligations or allow an Executive to revoke a deferral election prospectively.
MCI also reserves the right to amend or terminate the Plan at any time,
including an amendment that would accelerate the payment of Obligations.
 
 
<PAGE>
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        ---------------------------------------
 
  The validity of the securities offered hereby has been passed upon for the
Company by Michael H. Salsbury, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company. At April 30, 1997, Mr.
Salsbury held 341,152 shares of Common Stock of the Company, which includes
340,000 options to purchase shares of Common Stock and incentive stock units.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------

  The Registrant has in effect an insurance policy covering officers' and
directors' legal liability containing a maximum limit of $50 million per loss
per policy year, including legal fees and expenses, with retained liability
for each loss for its officers and directors of $2,000,000 for the Registrant.
 
  The Registrant's Certificate of Incorporation, at Section 8, provides as
follows:
 
  (a) No director of this corporation shall be personally liable to this
      corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director; provided that this provision shall not
      eliminate or limit the liability of a director (i) for any breach of
      the director's duty of loyalty to this corporation or its stockholders,
      (ii) for acts or omissions not in good faith or which involve
      intentional misconduct or a knowing violation of law, (iii) under
      Section 174 of the General Corporation Law of the State of Delaware, or
      (iv) for any transaction from which the director derived an improper
      personal benefit. If the General Corporation Law of the State of
      Delaware is amended after approval by the stockholders of this
      paragraph (a) to authorize corporate action further limiting or
      eliminating the personal liability of directors, then the liability of
      a director of this corporation shall be limited or eliminated to the
      fullest extent permitted by the General Corporation Law of the State of
      Delaware, as so amended. No amendment or repeal of this paragraph (a)
      shall apply to or have any effect on the liability or alleged liability
      of any director of this corporation for or with respect to any acts or
      omissions of such director occurring prior to such amendment or repeal.
 
  (b) This corporation shall, to the fullest extent permitted by Delaware
      law, as in effect from time to time, indemnify all persons who are or
      were directors, officers and employees of this corporation or any
      wholly owned subsidiary, and all such directors, officers and employees
      who, at the request of this corporation, are or were at any time
      serving any other 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

 
<PAGE>
 
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
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.
 
<PAGE>
 
Item 8.  Exhibits.
         ---------

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

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

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

             4(c)       MCI Communications Corporation Executive Deferred
                        Compensation Plan (filed herewith).

             5          Opinion of Counsel re Legality.

            23(a)       Consent of Independent Accountants.

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

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

The undersigned Registrant hereby undertakes:

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

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

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

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

    (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and 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>
 
                                  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 19th day of June, 1997.

                                 MCI COMMUNICATIONS CORPORATION

                                 By:  /s/ 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
19th day of June, 1997.

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

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

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

 
/s/ David Case                      Principal Accounting Officer
------------------------------
David Case
 

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

 
/s/ Michael H. Bader                Director
------------------------------
Michael H. Bader

 
/s/ Richard M. Jones                Director
------------------------------
Richard M. Jones
<PAGE>
 
/s/ Gordon S. Macklin               Director
--------------------------
Gordon S. Macklin

 
/s/ Colin M. Marshall               Director
--------------------------
Colin M. Marshall


/s/ J. Keith Oates                  Director
--------------------------
J. Keith Oates


/s/ Richard B. Sayford              Director
--------------------------  
Richard B. Sayford

 
/s/ Gerald H. Taylor                Director
--------------------------
Gerald H. Taylor

 
/s/ John R. Worthington             Director
--------------------------
John R. Worthington
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                                Sequential 
Exhibit No.      Description                                                     Page No.   
-----------      -----------                                                    ----------   
<S>              <C>                                                            <C>
 4(a)            Restated Certificate of Incorporation of Registrant (incorpo-
                 rated by reference to Exhibit 3(a) to Registrant's Annual
                 Report on Form 10-K for the year ended December 31,
                 1994).

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

 4(c)            MCI Communications Corporation Executive Deferred
                 Compensation Plan (filed herewith).

 5               Opinion of Counsel re Legality.

23(a)            Consent of Independent Accountants.

23(b)            Consent of Counsel (included in Exhibit 5).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24623}]
{"company-data": {"conformed-name": "MCI COMMUNICATIONS CORP", "cik": "0000064079", "assigned-sic": "4813", "irs-number": "520886267", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29623", "film-number": "97627181"}, "business-address": {"street1": "1801 PENNSYLVANIA AVE N W", "city": "WASHINGTON", "state": "DC", "zip": "20006", "phone": "2028721600"}, "mail-address": {"street1": "1801 PENNSYVANIA AVENUE NW", "city": "WASHINGTON", "state": "DC", "zip": "20006"}}
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
                     EXECUTIVE DEFERRED COMPENSATION PLAN
                    ---------------------------------------
                           (Full title of the plan)

                           Michael H. Salsbury, Esq.
                 Executive Vice President and General Counsel
                        MCI Communications Corporation
                        1801 Pennsylvania Avenue, N.W.
                            Washington, D.C.  20006
                    ---------------------------------------
                    (Name and address of agent for service)

                   Telephone number, including area code, of
                       agent for service: (202) 872-1600

                        CALCULATION OF REGISTRATION FEE
Proposed        Proposed
Title of                               Maximum        Maximum
Securities            Amount          Offering       Aggregate     Amount of
to be                  to be            Price         Offering    Registration
Registered          Registered     Per Obligation      Price          Fee
--------------    ---------------  --------------   ------------  ------------
Deferred
Compensation      $200,000,000(b)      100%         $200,000,000    $60,606.06
Obligations(a)
--------------------------------------------------------------------------------
(a)  The Deferred Compensation Obligations are unsecured obligations of MCI to
pay deferred compensation in the future in accordance with the terms of the MCI
Communications Corporation Executive Deferred Compensation Plan.

(b)  Estimated solely for the purpose of determining the registration fee.

Exhibit Index is located at page 8 of this document.
PROSPECTUS
 
 
                        MCI COMMUNICATIONS CORPORATION
 
                                 $200,000,000
 
                       DEFERRED COMPENSATION OBLIGATIONS
 
                               ----------------
 
                        MCI COMMUNICATIONS CORPORATION
 
                     EXECUTIVE DEFERRED COMPENSATION PLAN
 
                               ----------------
 
  This Prospectus covers a maximum of Two hundred million dollars
($200,000,000) of Deferred Compensation Obligations of MCI Communications
Corporation (the "Company") offered by the Company to executives of the
Company and its subsidiaries through its Executive Deferred Compensation 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 JUNE 19, 1997
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
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, 1996.
 
  (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
      March 31, 1997 and its Current Report on Form 8-K filed on February 10,
      1997.
 
  (c) The description of securities to be registered contained in the
      Registration Statement filed pursuant to Section 12 of the Securities
      Exchange Act of 1934 (the "1934 Act") relating to the Registrant's
      Common Stock, including any amendments or reports filed for the purpose
      of updating such description.
 
  (d) All documents subsequently filed by the Registrant pursuant to Sections
      13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a
      post-effective amendment to the Registration Statement which indicates
      that all securities offered hereby have been sold or which deregisters
      all such securities remaining unsold; such documents will be deemed to
      be incorporated by reference in the Registration Statement from the
      date they are filed.
 
ITEM 4. DESCRIPTION OF SECURITIES.
        -------------------------
 
  Two hundred million ($200,000,000) Deferred Compensation Obligations (the
"Obligations") registered under this Registration Statement are to be offered
to certain executives of MCI Communications Corporation ("MCI") and its
affiliates pursuant to the Plan. This Plan works in connection with MCI's
Stock Option Plan (the "Stock Option Plan"), Senior Executive Incentive
Compensation Plan and Executive Incentive Compensation Plan ("Incentive
Plans") and allows executives to defer receipt of certain stock and cash
awards granted under the Stock Option Plan and the Incentive Plans. Executives
are permitted under this Plan to defer payment of their cash bonus awards
under the Incentive Plans and receive a grant of incentive stock units
("ISUs") and a 25% matching grant of incentive stock units ("Matching ISUs")
which are issued pursuant to the Stock Option Plan.
Executives may also elect to defer dividend equivalents and the cash portion
of the merger consideration to be paid in connection with their ISU awards
after the effective time of the "Merger" as contemplated in the Agreement and
Plan of Merger, dated as of November 3, 1996, among British Telecommunications
plc, MCI Communications Corporation and Tadworth Corporation. Earnings on such
amounts will not exceed the deemed investment returns elected by the Executive
based on the portfolio of funds offered from time to time, currently, the
funds offered to employees participating in the MCI ESOP and 401(k) plans.
This portfolio includes an account whose return tracks the performance of MCI
Common Stock.
 
  The Obligations are general unsecured obligations of MCI to pay deferred
compensation in the future according to the Plan from the general assets of
MCI, and rank equally with other unsecured indebtedness of MCI outstanding
from time to time.
 
  The amount of compensation deferred by an Executive is determined by the
Executive's election subject to Plan limitations. Executives, in some cases,
may defer up to 100% of their cash incentive award ("Voluntary Deferred
ISUs"), 100% of their Executive Stock Award, and certain of their dividend
equivalents and the cash portion of the merger consideration to be received
with respect to certain ISUs. Executives may also defer payments under their
Converted ISUs (as defined below).
 
  Under the Plan, certain ISUs which were awarded when the Executive
relinquished restricted stock ("Converted ISUs"), the dividend equivalents and
the cash portion of the merger consideration may be allocated, at the election
of the Executive, among one or more investment funds offered to Executives in
the Plan. Each Executive's Obligation will be adjusted to reflect the investment
performance of the underlying funds, including any appreciation or depreciation.
Obligations for Converted ISUs, dividend equivalents and the cash portion of the
merger consideration generally are payable in cash in a year selected by the
Executive which is at least three years from the date of grant and no later than
the year in which the Executive terminates employment. Obligations for Matching
ISUs, Voluntary Deferred ISUs, Executive Stock Awards and other ISUs will be
satisfied generally by the issuance of shares of Common Stock under the Stock
Option Plan registered under a separate Form S-8 File No. 333-23089.
 
  An Executive's right or the right of any Beneficiary to the Obligation
cannot be assigned, alienated, sold, garnished, transferred, pledged or
encumbered except by a written designation of a beneficiary under the Plan, by
a written will, or by the laws of descent and distribution.
 
  The Obligations are not subject to redemption, in whole or in part, prior to
the payment dates specified in Executives' elections unless the Executive's
employment is terminated without cause prior to designated payment date. All
non-vested deferred amounts are subject to forfeiture in the event Executive's
employment is terminated for cause as defined in the Plan. In the event of a
financial hardship, MCI may accelerate and pay all or a part of an Executive's
Obligations or allow an Executive to revoke a deferral election prospectively.
MCI also reserves the right to amend or terminate the Plan at any time,
including an amendment that would accelerate the payment of Obligations.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        ---------------------------------------
 
  The validity of the securities offered hereby has been passed upon for the
Company by Michael H. Salsbury, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company. At April 30, 1997, Mr.
Salsbury held 341,152 shares of Common Stock of the Company, which includes
340,000 options to purchase shares of Common Stock and incentive stock units.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------

  The Registrant has in effect an insurance policy covering officers' and
directors' legal liability containing a maximum limit of $50 million per loss
per policy year, including legal fees and expenses, with retained liability
for each loss for its officers and directors of $2,000,000 for the Registrant.
 
  The Registrant's Certificate of Incorporation, at Section 8, provides as
follows:
 
  (a) No director of this corporation shall be personally liable to this
      corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director; provided that this provision shall not
      eliminate or limit the liability of a director (i) for any breach of
      the director's duty of loyalty to this corporation or its stockholders,
      (ii) for acts or omissions not in good faith or which involve
      intentional misconduct or a knowing violation of law, (iii) under
      Section 174 of the General Corporation Law of the State of Delaware, or
      (iv) for any transaction from which the director derived an improper
      personal benefit. If the General Corporation Law of the State of
      Delaware is amended after approval by the stockholders of this
      paragraph (a) to authorize corporate action further limiting or
      eliminating the personal liability of directors, then the liability of
      a director of this corporation shall be limited or eliminated to the
      fullest extent permitted by the General Corporation Law of the State of
      Delaware, as so amended. No amendment or repeal of this paragraph (a)
      shall apply to or have any effect on the liability or alleged liability
      of any director of this corporation for or with respect to any acts or
      omissions of such director occurring prior to such amendment or repeal.
 
  (b) This corporation shall, to the fullest extent permitted by Delaware
      law, as in effect from time to time, indemnify all persons who are or
      were directors, officers and employees of this corporation or any
      wholly owned subsidiary, and all such directors, officers and employees
      who, at the request of this corporation, are or were at any time
      serving any other 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
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)       Restated Certificate of Incorporation of Registrant
                        (incorporated by reference to Exhibit 3(a) to
                        Registrant's Annual Report on Form 10-K for the year
                        ended December 31, 1994).

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

             4(c)       MCI Communications Corporation Executive Deferred
                        Compensation Plan (filed herewith).

             5          Opinion of Counsel re Legality.

            23(a)       Consent of Independent Accountants.

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

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

The undersigned Registrant hereby undertakes:

    (a)(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.

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

    (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and 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.
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 19th day of June, 1997.

                                 MCI COMMUNICATIONS CORPORATION

                                 By:  /s/ 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
19th day of June, 1997.

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

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

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

 
/s/ David Case                      Principal Accounting Officer
------------------------------
David Case
 

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

 
/s/ Michael H. Bader                Director
------------------------------
Michael H. Bader

 
/s/ Richard M. Jones                Director
------------------------------
Richard M. Jones
/s/ Gordon S. Macklin               Director
--------------------------
Gordon S. Macklin

 
/s/ Colin M. Marshall               Director
--------------------------
Colin M. Marshall

/s/ J. Keith Oates                  Director
--------------------------
J. Keith Oates

/s/ Richard B. Sayford              Director
--------------------------  
Richard B. Sayford

 
/s/ Gerald H. Taylor                Director
--------------------------
Gerald H. Taylor

 
/s/ John R. Worthington             Director
--------------------------
John R. Worthington
INDEX TO EXHIBITS
Sequential 
Exhibit No.      Description                                                     Page No.   
-----------      -----------                                                    ----------
4(a)            Restated Certificate of Incorporation of Registrant (incorpo-
                 rated by reference to Exhibit 3(a) to Registrant's Annual
                 Report on Form 10-K for the year ended December 31,
                 1994).

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

 4(c)            MCI Communications Corporation Executive Deferred
                 Compensation Plan (filed herewith).

 5               Opinion of Counsel re Legality.

23(a)            Consent of Independent Accountants.

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