<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
                     ESOP AND 401(K) FOR EXEMPT EMPLOYEES
                                PART II--401(K)
                           (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
                                          MAXIMUM      MAXIMUM
                                AMOUNT    OFFERING    AGGREGATE   AMOUNT OF
          TITLE OF              TO BE      PRICE      OFFERING   REGISTRATION
 SECURITIES TO BE REGISTERED  REGISTERED PER SHARE      PRICE        FEE
------------------------------------------------------------------------------
<S>                           <C>        <C>         <C>         <C>
Common Stock (par value $.10  1,500,000
  per share)................   shares(a) $37.3125(b) $55,968,750 $16,958.53(c)
</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 $37.3125 which is the closing price of MCI Communications Corporation
Common Stock on October 24, 1997, as quoted on the National Market tier of The
NASDAQ Stock Market, which is within 5 business days prior to the date of
filing.
 
             Exhibit Index is located at page 13 of this document.
 
-------------------------------------------------------------------------------
<PAGE>
 
PROSPECTUS
 
                               1,500,000 SHARES
 
                        MCI COMMUNICATIONS CORPORATION
 
                                 COMMON STOCK
 
                          (PAR VALUE $.10 PER SHARE)
 
                          --------------------------
 
                        MCI COMMUNICATIONS CORPORATION
 
                     ESOP AND 401(K) FOR EXEMPT EMPLOYEES
 
                                PART II--401(K)
 
                          --------------------------
 
  This Prospectus covers a maximum of 1,500,000 shares of Common Stock, par
value $.10 per share ("Common Stock"), of MCI Communications Corporation (the
"Company"), offered by the Company pursuant to the MCI Communications
Corporation ESOP and 401(k) for Exempt Employees Part II--401(k) (the "Plan")
to those exempt employees of the Company and its Subsidiaries 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 October 28, 1997
 
                                       3
<PAGE>
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents filed by the Registrant or the Plan 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 and the Plan's Annual Report on Form 11-K for the
       year ended December 31, 1996.
 
  (b)  The Registrant's Quarterly Report on Form 10-Q for the quarters
       ended March 31, 1997 and June 30, 1997 and Current Reports on Form
       8-K filed on February 10, July 14 and August 26, 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
       Prospectus from the date they are filed.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
 
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 September 30, 1997,
Mr. Salsbury owned 344,438 shares of Common Stock of the Company, which
includes 340,000 incentives stock units and options to purchase shares of
Common Stock.
 
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.
 
                                       4
<PAGE>
 
  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
 
                                       5
<PAGE>
 
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.
 
                                       6
<PAGE>
 
ITEM 8. EXHIBITS.
 
<TABLE>
<CAPTION>
 EXHIBIT NO.                             DESCRIPTION
 -----------                             -----------
 <C>         <S>
  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).
</TABLE>
 
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
 
                                       7
<PAGE>
 
            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 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.
 
  (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.
 
                                       8
<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 28TH DAY OF OCTOBER, 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
28TH DAY OF OCTOBER, 1997.
 
               SIGNATURE                                  TITLE
 
         /s/ Gerald H. Taylor              Principal Executive Officer,
---------------------------------------      Director
           GERALD H. TAYLOR
 
         /s/ Douglas L. Maine              Principal Financial Officer
---------------------------------------
           DOUGLAS L. MAINE
 
           /s/ David M. Case               Principal Accounting Officer
---------------------------------------
             DAVID M. CASE
 
       /s/ Bert C. Roberts, Jr.            Director
---------------------------------------
         BERT C. ROBERTS, JR.
 
    /s/ Clifford L. Alexander, Jr.         Director
---------------------------------------
      CLIFFORD L. ALEXANDER, JR.
 
           /s/ Judith Areen                Director
---------------------------------------
             JUDITH AREEN
 
         /s/ Michael H. Bader              Director
---------------------------------------
           MICHAEL H. BADER
 
                                       9
<PAGE>
 
               SIGNATURE                                  TITLE
 
         /s/ Peter L. Bonfield             Director
----------------------------------------
           PETER L. BONFIELD
 
          /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/ Richard B. Sayford            Director
----------------------------------------
           RICHARD B. SAYFORD
 
          /s/ Judith Whittaker             Director
----------------------------------------
            JUDITH WHITTAKER
 
        /s/ John R. Worthington            Director
----------------------------------------
          JOHN R. WORTHINGTON
 
                                       10
<PAGE>
 
THE PLAN.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE PLAN
ADMINISTRATOR, MCI COMMUNICATIONS CORPORATION, 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 28TH DAY OF OCTOBER, 1997.
 
MCI Communications Corporation
 ESOP and 401(k) for Exempt Employees
 Part II--401(k)
 
                                                                       
By:       /s/ Nathaniel A. Davis              Qualified Plans Committee
    ---------------------------------------   Chairman                 
            NATHANIEL A. DAVIS

                                                                              
By:      /s/ C. Bolton-Smith, Jr.             Qualified Plans Committee Member
    ---------------------------------------
           C. BOLTON-SMITH, JR.

                                                                              
By:        /s/ William D. Wooten              Qualified Plans Committee Member
    ---------------------------------------
             WILLIAM D. WOOTEN
 
                                      11
<PAGE>
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
 EXHIBIT NO.                             DESCRIPTION
 -----------                             -----------
 <C>         <S>
  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).
</TABLE>
 
                                       12
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23334}]
{"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": "333-38897", "film-number": "97702023"}, "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
                     ESOP AND 401(K) FOR EXEMPT EMPLOYEES
                                PART II--401(K)
                           (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
                                          MAXIMUM      MAXIMUM
                                AMOUNT    OFFERING    AGGREGATE   AMOUNT OF
          TITLE OF              TO BE      PRICE      OFFERING   REGISTRATION
 SECURITIES TO BE REGISTERED  REGISTERED PER SHARE      PRICE        FEE
------------------------------------------------------------------------------
Common Stock (par value $.10  1,500,000
  per share)................   shares(a) $37.3125(b) $55,968,750 $16,958.53(c)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  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 $37.3125 which is the closing price of MCI Communications Corporation
Common Stock on October 24, 1997, as quoted on the National Market tier of The
NASDAQ Stock Market, which is within 5 business days prior to the date of
filing.
 
             Exhibit Index is located at page 13 of this document.
 
-------------------------------------------------------------------------------
PROSPECTUS
 
                               1,500,000 SHARES
 
                        MCI COMMUNICATIONS CORPORATION
 
                                 COMMON STOCK
 
                          (PAR VALUE $.10 PER SHARE)
 
                          --------------------------
 
                        MCI COMMUNICATIONS CORPORATION
 
                     ESOP AND 401(K) FOR EXEMPT EMPLOYEES
 
                                PART II--401(K)
 
                          --------------------------
 
  This Prospectus covers a maximum of 1,500,000 shares of Common Stock, par
value $.10 per share ("Common Stock"), of MCI Communications Corporation (the
"Company"), offered by the Company pursuant to the MCI Communications
Corporation ESOP and 401(k) for Exempt Employees Part II--401(k) (the "Plan")
to those exempt employees of the Company and its Subsidiaries 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 October 28, 1997
 
                                       3
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents filed by the Registrant or the Plan 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 and the Plan's Annual Report on Form 11-K for the
       year ended December 31, 1996.
 
  (b)  The Registrant's Quarterly Report on Form 10-Q for the quarters
       ended March 31, 1997 and June 30, 1997 and Current Reports on Form
       8-K filed on February 10, July 14 and August 26, 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
       Prospectus from the date they are filed.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
 
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 September 30, 1997,
Mr. Salsbury owned 344,438 shares of Common Stock of the Company, which
includes 340,000 incentives stock units and options to purchase shares of
Common Stock.
 
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.
 
                                       4
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
 
                                       5
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.
 
                                       6
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).
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
 
                                       7
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 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.
 
  (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.
 
                                       8
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 28TH DAY OF OCTOBER, 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
28TH DAY OF OCTOBER, 1997.
 
               SIGNATURE                                  TITLE
 
         /s/ Gerald H. Taylor              Principal Executive Officer,
---------------------------------------      Director
           GERALD H. TAYLOR
 
         /s/ Douglas L. Maine              Principal Financial Officer
---------------------------------------
           DOUGLAS L. MAINE
 
           /s/ David M. Case               Principal Accounting Officer
---------------------------------------
             DAVID M. CASE
 
       /s/ Bert C. Roberts, Jr.            Director
---------------------------------------
         BERT C. ROBERTS, JR.
 
    /s/ Clifford L. Alexander, Jr.         Director
---------------------------------------
      CLIFFORD L. ALEXANDER, JR.
 
           /s/ Judith Areen                Director
---------------------------------------
             JUDITH AREEN
 
         /s/ Michael H. Bader              Director
---------------------------------------
           MICHAEL H. BADER
 
                                       9
SIGNATURE                                  TITLE
 
         /s/ Peter L. Bonfield             Director
----------------------------------------
           PETER L. BONFIELD
 
          /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/ Richard B. Sayford            Director
----------------------------------------
           RICHARD B. SAYFORD
 
          /s/ Judith Whittaker             Director
----------------------------------------
            JUDITH WHITTAKER
 
        /s/ John R. Worthington            Director
----------------------------------------
          JOHN R. WORTHINGTON
 
                                       10
THE PLAN.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE PLAN
ADMINISTRATOR, MCI COMMUNICATIONS CORPORATION, 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 28TH DAY OF OCTOBER, 1997.
 
MCI Communications Corporation
 ESOP and 401(k) for Exempt Employees
 Part II--401(k)
 
                                                                       
By:       /s/ Nathaniel A. Davis              Qualified Plans Committee
    ---------------------------------------   Chairman                 
            NATHANIEL A. DAVIS

                                                                              
By:      /s/ C. Bolton-Smith, Jr.             Qualified Plans Committee Member
    ---------------------------------------
           C. BOLTON-SMITH, JR.

                                                                              
By:        /s/ William D. Wooten              Qualified Plans Committee Member
    ---------------------------------------
             WILLIAM D. WOOTEN
 
                                      11
INDEX TO 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).
12