<PAGE>
 
PAGE 1                         Registration No.
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                               -----------------
                                  FORM S-8 TO
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                        MCI COMMUNICATIONS CORPORATION
                   ----------------------------------------
              (Exact name of issuer as specified in its charter)
                 Delaware                         52-0886267
      --------------------------------        ------------------     
      (State or other jurisdiction of           (I. R. S. Employer 
      incorporation or organization)            Identification No.) 
                        1801 Pennsylvania Avenue, N.W.
                            Washington, D. C. 20006
                    ---------------------------------------
                   (Address of Principal Executive Offices)
                       WESTERN UNION INTERNATIONAL, INC.
               401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
                  ------------------------------------------
                           (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
<TABLE>
<CAPTION>
 
                        CALCULATION OF REGISTRATION FEE
                                      Proposed    Proposed
Title of                              Maximum     Maximum
Securities              Amount        Offering    Aggregate   Amount of
to be                   to be         Price       Offering    Registration
Registered              Registered    Per Share   Price       Fee
- ----------              ---------     ---------   --------    ------
Common Stock    
<S>                     <C>          <C>           <C>        <C>
(par value $.10          100,000      $26.50(b)      N/A        $913.79(c)
per share)               shares(a)
</TABLE>
Approximate Date of Proposed Sales: From time to time after effective date of
this Registration Statement.
- -----------------------------------------------------------------
(a)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

(b)  Price will be determined according to plan rules, using the fair market
value of the Common Stock as quoted on the National Market tier of The NASDAQ
Stock Market.

(c)  Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$26.50 which is the closing price of MCI Communications Corporation Common
Stock on September 25, 1996, as quoted on the National Market tier of The NASDAQ
Stock Market, which is within two (2) business days prior to the date of filing.

Exhibit Index is located at page 13 of this document.
PAGE 1 of 13
<PAGE>
 
PAGE 2

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

<TABLE>
<CAPTION>
 
 
Item
No.      Item in Form S-8                    Caption in Prospectus     
- ----     ---------------------------         ---------------------     
<S>                                          <C>                       
Part I                                                                 
                                                                       
 1.      Plan Information.                   Summary Plan Description. 
                                                                       
 2.      Registrant Information                                        
         and Employee Plan                   Summary Plan Description  
         Annual Information.                 Registration Statement.   
                                                                       
                                                                       
Part II                                                                
                                                                       
 3.      Incorporation of                    Summary Plan Description. 
         Documents by Reference.             Registration Statement.   
                                                                       
 4.      Description of Securities.          Not Applicable.           
                                                                       
 5.      Interests of Named Experts          Registration Statement.   
         and Counsel.                                                  
                                                                       
 6.      Indemnification                     Registration Statement.   
         of Directors and Officers.                                    
                                                                       
 7.      Exemption from Registration         Not Applicable.           
         Claimed.                                                      
                                                                       
 8.      Exhibits.                           Registration Statement.   
                                                                       
 9.      Undertakings.                       Registration Statement.    
 
</TABLE>



PAGE 2 of 13
<PAGE>
 
PAGE 3


PROSPECTUS
- ----------  
                                100,000 Shares

                        MCI COMMUNICATIONS CORPORATION

                                 Common Stock

                          (Par Value $.10 Per Share)

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

                       WESTERN UNION INTERNATIONAL, INC.

               401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES

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

     This Prospectus covers a maximum of 100,000 shares of Common Stock, par
value $.10 per share ("Common Stock"), of MCI Communications Corporation (the
"Issuer"), offered by Western Union International, Inc. (the "Plan
Sponsor")pursuant to the Western Union International, Inc. 401(k) Plan for
Collectively Bargained Employees (the "Plan") to thoses employees of the Plan
Sponsor who may from time to time be eligible to purchase such shares under the
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 September 27, 1996



PAGE 3 of 13
<PAGE>
 
PAGE 4


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

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

        (a) The Registrant's Annual Report on Form 10-K and the Plan's Annual
            Report on Form 11-K for the year ended December 31, 1995.

        (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 1996 and June 30, 1996.

        (c) The description of securities to be registered contained in the
            Registration Statement filed pursuant to Section 12 of the
            Securities Exchange Act of 1934 (the "1934 Act") relating to the
            Registrant's Common Stock, including any amendments or reports filed
            for the purpose of updating such description.

        (d) All documents subsequently filed by the Registrant pursuant to
            Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the
            filing of a post-effective amendment to the Registration Statement
            which indicates that all securities offered hereby have been sold or
            which deregisters all such securities remaining unsold.

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

        Not applicable.



PAGE 4 Of 13
<PAGE>
 
PAGE 5

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

        The validity of the securities offered hereby has been passed upon for
the Issuer by Michael H. Salsbury, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company.  At August 31, 1996, Mr.
Salsbury owned 75,286 shares of Common Stock of the Issuer.

        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 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.



PAGE 5 of 13
<PAGE>
 
PAGE 6


        (b) This corporation shall, to the fullest extent permitted by Delaware
            law, as in effect from time to time, indemnify all persons who are
            or were directors, officers and employees of this corporation or any
            wholly owned subsidiary, and all such directors, officers and
            employees who, at the request of this corporation, are or were at
            any time serving any other corporation, partnership, joint venture,
            trust, employee benefit plan or other enterprise in any capacity.
            This corporation may also indemnify all other persons to the fullest
            extent permitted by Delaware law.

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

        The Registrant has indemnification agreements with each of its directors
which have been approved by stockholders.  The indemnification under the
indemnification agreements differs from that provided in Section 8 of the
Registrant's Certificate of Incorporation in the following ways:  (i) the
Registrant is obligated to advance litigation expenses to an indemnitee, subject
to reimbursement if the Reviewing Party (as defined in the indemnifica tion
agreements) determines that the director would not be permitted such
indemnification under applicable laws; (ii) the Registrant must prove that the
applicable standard of conduct has not been met for indemnification if the
Registrant denies protection to a director; (iii) upon a potential change in
control (as defined in the indemnification agreements) the Registrant is
required to contribute an amount sufficient to pay all claims for which the

PAGE 6 of 13
<PAGE>
 
PAGE 7

indemnitee is entitled to be indemnified to a trust for the benefit of the
indemnitee (subject to an overall maximum amount on such trusts); (iv) a
subsequent board of directors, hostile to an indemnitee entitled to
indemnification, will not have the right to make a final determination that the
indemnitee has not met the required standard of care; and (v) the period of time
in which the Registrant may sue an indemnitee for an action is limited to two
years from the date of accrual of such cause of action.

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

        Not applicable.
 
 
        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
               Registration Statement on Form
               S-3, Registration No. 33-57155). 

 5             Opinion of Counsel re Legality.

 23(a)         Consent of Independent Accountants.

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



PAGE 7 of 13
<PAGE>
 
PAGE 8

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

        The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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



PAGE 8 of 13
<PAGE>
 
PAGE 9


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



PAGE  9 of 13
<PAGE>
 
PAGE 10
                                   SIGNATURES
                                   ----------


        Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Washington, District of Columbia, on this 27th day of September, 1996.

                               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 27th day of September, 1996.
<TABLE>
<CAPTION>
 
         SIGNATURE                       TITLE
         ---------                       -----
<S>                               <C> 
/s/ Bert C. Roberts, Jr.          Principal Executive Officer,
- ----------------------------      Director      
Bert C. Roberts, Jr.                   
 

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

/s/ James M. Schneider            Principal Accounting Officer
- ----------------------------
James M. Schneider

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

/s/ Judith Areen                  Director
- ----------------------------
Judith Areen

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

/s/ Richard M. Jones              Director
- ----------------------------
Richard M. Jones
</TABLE> 
 
PAGE 10 of 13
<PAGE>
 
PAGE 11


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

/s/ Alan W. Rudge                 Director
- ----------------------------
Alan W. Rudge
 
                              
/s/ Richard B. Sayford            Director
- ----------------------------
Richard B. Sayford
                              
 
/s/ Gerald H. Taylor              Director
- ----------------------------
Gerald H. Taylor

/s/ Judith Whittaker              Director
- ----------------------------
Judith Whittaker

/s/ John R. Worthington           Director
- ----------------------------
John R. Worthington
</TABLE>



PAGE 11 of 13
<PAGE>
 
The Plan.
- --------

      Pursuant to the requirements of the Securities Act of 1933, the plan
administrator, Western Union International, Inc., has duly caused this
Registration Statement to be signed on behalf of the Plan by the undersigned,
thereunto duly authorized, in the City of Washington, District of Columbia, on
this 27th day of September, 1996.

Western Union International, Inc.
401(k) Plan for Collectively
Bargained Employees



By:  /s/ Frank Conrad                    401(k) Committee Member
     -------------------------                              
     Frank Conrad



By:  /s/ Nicholas Marano                 401(k) Committee Member
     -------------------------                              
     Nicholas Marano



By:  /s/ Anthony Cirieco                 401(k) Committee Member
     -------------------------                              
     Anthony Cirieco





Page 12 of 13
<PAGE>
 
PAGE 13


                               Index to Exhibits
<TABLE>
<CAPTION>
                                                    
Exhibit No.    Description                          
- -----------    -----------                          

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

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

5              Opinion of Counsel re Legality.                

23(a)          Consent of Independent Accountants.            

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

</TABLE>



PAGE 13 of 13
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25143}]
{"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": "333-12849", "film-number": "96635768"}, "business-address": {"street1": "1801 PENNSYLVANIA AVE N W", "city": "WASHINGTON", "state": "DC", "zip": "20006", "phone": "2028721600"}, "mail-address": {"street1": "1801 PENNSYVANIA AVENUE NW", "city": "WASHINGTON", "state": "DC", "zip": "20006"}}
PAGE 1                         Registration No.
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                               -----------------
                                  FORM S-8 TO
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                        MCI COMMUNICATIONS CORPORATION
                   ----------------------------------------
              (Exact name of issuer as specified in its charter)
                 Delaware                         52-0886267
      --------------------------------        ------------------     
      (State or other jurisdiction of           (I. R. S. Employer 
      incorporation or organization)            Identification No.) 
                        1801 Pennsylvania Avenue, N.W.
                            Washington, D. C. 20006
                    ---------------------------------------
                   (Address of Principal Executive Offices)
                       WESTERN UNION INTERNATIONAL, INC.
               401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
                  ------------------------------------------
                           (Full title of the plan)
                           Michael H. Salsbury, Esq.
                 Executive Vice President and General Counsel
                        MCI Communications Corporation
                        1801 Pennsylvania Avenue, N.W.
                            Washington, D.C.  20006
                   -----------------------------------------
                    (Name and address of agent for service)
                   Telephone number, including area code, of
                       agent for service: (202) 872-1600
CALCULATION OF REGISTRATION FEE
                                      Proposed    Proposed
Title of                              Maximum     Maximum
Securities              Amount        Offering    Aggregate   Amount of
to be                   to be         Price       Offering    Registration
Registered              Registered    Per Share   Price       Fee
- ----------              ---------     ---------   --------    ------
Common Stock
(par value $.10          100,000      $26.50(b)      N/A        $913.79(c)
per share)               shares(a)
Approximate Date of Proposed Sales: From time to time after effective date of
this Registration Statement.
- -----------------------------------------------------------------
(a)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

(b)  Price will be determined according to plan rules, using the fair market
value of the Common Stock as quoted on the National Market tier of The NASDAQ
Stock Market.

(c)  Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$26.50 which is the closing price of MCI Communications Corporation Common
Stock on September 25, 1996, as quoted on the National Market tier of The NASDAQ
Stock Market, which is within two (2) business days prior to the date of filing.

Exhibit Index is located at page 13 of this document.
PAGE 1 of 13
PAGE 2

                             CROSS REFERENCE SHEET
                   Pursuant to Item 501(b) of Regulation S-K
Item
No.      Item in Form S-8                    Caption in Prospectus     
- ----     ---------------------------         ---------------------
Part I                                                                 
                                                                       
 1.      Plan Information.                   Summary Plan Description. 
                                                                       
 2.      Registrant Information                                        
         and Employee Plan                   Summary Plan Description  
         Annual Information.                 Registration Statement.   
                                                                       
                                                                       
Part II                                                                
                                                                       
 3.      Incorporation of                    Summary Plan Description. 
         Documents by Reference.             Registration Statement.   
                                                                       
 4.      Description of Securities.          Not Applicable.           
                                                                       
 5.      Interests of Named Experts          Registration Statement.   
         and Counsel.                                                  
                                                                       
 6.      Indemnification                     Registration Statement.   
         of Directors and Officers.                                    
                                                                       
 7.      Exemption from Registration         Not Applicable.           
         Claimed.                                                      
                                                                       
 8.      Exhibits.                           Registration Statement.   
                                                                       
 9.      Undertakings.                       Registration Statement.
PAGE 2 of 13
PAGE 3

PROSPECTUS
- ----------  
                                100,000 Shares

                        MCI COMMUNICATIONS CORPORATION

                                 Common Stock

                          (Par Value $.10 Per Share)

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

                       WESTERN UNION INTERNATIONAL, INC.

               401(k) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES

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

     This Prospectus covers a maximum of 100,000 shares of Common Stock, par
value $.10 per share ("Common Stock"), of MCI Communications Corporation (the
"Issuer"), offered by Western Union International, Inc. (the "Plan
Sponsor")pursuant to the Western Union International, Inc. 401(k) Plan for
Collectively Bargained Employees (the "Plan") to thoses employees of the Plan
Sponsor who may from time to time be eligible to purchase such shares under the
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 September 27, 1996

PAGE 3 of 13
PAGE 4

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

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

        (a) The Registrant's Annual Report on Form 10-K and the Plan's Annual
            Report on Form 11-K for the year ended December 31, 1995.

        (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 1996 and June 30, 1996.

        (c) The description of securities to be registered contained in the
            Registration Statement filed pursuant to Section 12 of the
            Securities Exchange Act of 1934 (the "1934 Act") relating to the
            Registrant's Common Stock, including any amendments or reports filed
            for the purpose of updating such description.

        (d) All documents subsequently filed by the Registrant pursuant to
            Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the
            filing of a post-effective amendment to the Registration Statement
            which indicates that all securities offered hereby have been sold or
            which deregisters all such securities remaining unsold.

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

        Not applicable.

PAGE 4 Of 13
PAGE 5

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

        The validity of the securities offered hereby has been passed upon for
the Issuer by Michael H. Salsbury, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company.  At August 31, 1996, Mr.
Salsbury owned 75,286 shares of Common Stock of the Issuer.

        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 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.

PAGE 5 of 13
PAGE 6

        (b) This corporation shall, to the fullest extent permitted by Delaware
            law, as in effect from time to time, indemnify all persons who are
            or were directors, officers and employees of this corporation or any
            wholly owned subsidiary, and all such directors, officers and
            employees who, at the request of this corporation, are or were at
            any time serving any other corporation, partnership, joint venture,
            trust, employee benefit plan or other enterprise in any capacity.
            This corporation may also indemnify all other persons to the fullest
            extent permitted by Delaware law.

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

        The Registrant has indemnification agreements with each of its directors
which have been approved by stockholders.  The indemnification under the
indemnification agreements differs from that provided in Section 8 of the
Registrant's Certificate of Incorporation in the following ways:  (i) the
Registrant is obligated to advance litigation expenses to an indemnitee, subject
to reimbursement if the Reviewing Party (as defined in the indemnifica tion
agreements) determines that the director would not be permitted such
indemnification under applicable laws; (ii) the Registrant must prove that the
applicable standard of conduct has not been met for indemnification if the
Registrant denies protection to a director; (iii) upon a potential change in
control (as defined in the indemnification agreements) the Registrant is
required to contribute an amount sufficient to pay all claims for which the

PAGE 6 of 13
PAGE 7

indemnitee is entitled to be indemnified to a trust for the benefit of the
indemnitee (subject to an overall maximum amount on such trusts); (iv) a
subsequent board of directors, hostile to an indemnitee entitled to
indemnification, will not have the right to make a final determination that the
indemnitee has not met the required standard of care; and (v) the period of time
in which the Registrant may sue an indemnitee for an action is limited to two
years from the date of accrual of such cause of action.

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

        Not applicable.
 
 
        Item 8.  Exhibits.

 Exhibit No.   Description
 -----------   -----------
 
 4(a)           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
               Registration Statement on Form
               S-3, Registration No. 33-57155). 

 5             Opinion of Counsel re Legality.

 23(a)         Consent of Independent Accountants.

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

PAGE 7 of 13
PAGE 8

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

        The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

PAGE 8 of 13
PAGE 9

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

PAGE  9 of 13
PAGE 10
                                   SIGNATURES
                                   ----------

        Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Washington, District of Columbia, on this 27th day of September, 1996.

                               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 27th day of September, 1996.
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/ James M. Schneider            Principal Accounting Officer
- ----------------------------
James M. Schneider

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

/s/ Judith Areen                  Director
- ----------------------------
Judith Areen

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

/s/ Richard M. Jones              Director
- ----------------------------
Richard M. Jones
PAGE 10 of 13
PAGE 11
/s/ Gordon S. Macklin             Director
- ----------------------------
Gordon S. Macklin
 
                          
/s/ Alfred T. Mockett             Director
- ----------------------------
Alfred T. Mockett

/s/ Alan W. Rudge                 Director
- ----------------------------
Alan W. Rudge
 
                              
/s/ Richard B. Sayford            Director
- ----------------------------
Richard B. Sayford
                              
 
/s/ Gerald H. Taylor              Director
- ----------------------------
Gerald H. Taylor

/s/ Judith Whittaker              Director
- ----------------------------
Judith Whittaker

/s/ John R. Worthington           Director
- ----------------------------
John R. Worthington
PAGE 11 of 13
The Plan.
- --------

      Pursuant to the requirements of the Securities Act of 1933, the plan
administrator, Western Union International, Inc., has duly caused this
Registration Statement to be signed on behalf of the Plan by the undersigned,
thereunto duly authorized, in the City of Washington, District of Columbia, on
this 27th day of September, 1996.

Western Union International, Inc.
401(k) Plan for Collectively
Bargained Employees

By:  /s/ Frank Conrad                    401(k) Committee Member
     -------------------------                              
     Frank Conrad

By:  /s/ Nicholas Marano                 401(k) Committee Member
     -------------------------                              
     Nicholas Marano

By:  /s/ Anthony Cirieco                 401(k) Committee Member
     -------------------------                              
     Anthony Cirieco

Page 12 of 13
PAGE 13

                               Index to Exhibits
Exhibit No.    Description                          
- -----------    -----------
4(a)           Restated Certificate of
               Incorporation of Registrant (incor-
               porated by reference to Exhibit 3(a)
               to Registrant's Annual Report on
               Form 10-K for the year ended
               December 31, 1994).

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

5              Opinion of Counsel re Legality.                

23(a)          Consent of Independent Accountants.            

23(b)          Consent of Counsel (included in
               Exhibit 5).
PAGE 13 of 13