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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____)*
WorldCom, Inc.
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(Name of Issuer)
Series A 8% Cumulative Convertible Preferred Stock, par value $0.01
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(Title of Class of Securities)
98155K300
--------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP No. 98155K300 13G Page 2 of 6 Pages
- ------------------------------ -------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Inc
22-1660266
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
---
NUMBER OF
-------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,791
-------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON ---
-------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
7,791
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,791
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%
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12 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
WorldCom, Inc. ("WorldCom")
Item 1(b). Address of Issuer's Principal Executive Offices:
515 East Amite Street
Jackson, Mississippi 39201
Item 2(a). Name of Person Filing:
Salomon Inc
Item 2(b). Address or Principal Office or, if none, Residence:
Seven World Trade Center
New York, New York 10048
Item 2(c). Citizenship or Place of Organization:
Delaware
Item 2(d). Title of Class of Securities:
Series A 8% Cumulative Convertible Preferred Stock,
par value $0.01 (the "Series A Preferred Stock")
Item 2(e). CUSIP Number:
98155K300
Item 3. If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15
of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act;
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act;
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940;
Page 3
of 6 Pages
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(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F);
(g) [X] Parent Holding Company, in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] Group, in accordance with ss. 240.13d-1(b)
(1)(ii)(H).
Item 4. Ownership.
(a) Amount Beneficially Owned as of December 31, 1996:
7,791 shares.
(b) Percent of Class: 8.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: --
(ii) shared power to vote or to direct the
vote: 7,791
(iii) sole power to dispose or to direct the
disposition of: --
(iv) shared power to dispose or to direct the
disposition of: 7,791
As of December 31, 1996, Salomon Brothers Inc
("SBI"), a wholly owned subsidiary of Salomon Brothers
Holding Company Inc ("SBHC"), which is in turn a
wholly owned subsidiary of Salomon Inc, beneficially
owned 779,064 depositary shares each representing
1/100th of a share of Series A Preferred Stock. As of
December 31, 1996, SBI directly beneficially owned
approximately 7,791 shares of Series A Preferred
Stock, representing 8.2% of the 94,992 shares of
Series A Preferred Stock to be exchanged for shares of
Series A 8% Cumulative Convertible Preferred Stock,
par value $0.01 per share of MFS Communications
Company, Inc. ("MFS") (94,992 of which were reported
to be outstanding in MFS's Quarterly Report on Form
10-Q for the period ended September 30, 1996) on a
one-to-one basis, as set forth in the Joint Proxy
Statement/Prospectus dated November 14, 1996 furnished
to certain stockholders of each of WorldCom and MFS.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [ ].
Page 4
of 6 Pages
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Salomon Inc is filing this Statement on Schedule 13G
pursuant to Rule 13d-1(b)(1)(ii)(G) under the Securities
Exchange Act of 1934, as amended. See Exhibit 1.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February 13, 1997
SALOMON INC
By /s/ Arnold S. Olshin
---------------------------
Name: Arnold S. Olshin
Title: Secretary
Page 5
of 6 Pages
<PAGE>
EXHIBIT 1
Salomon Brothers Inc ("SBI"), a broker-dealer
registered under Section 15 of the Securities Exchange Act of
1934, as amended (the "1934 Act"), is a Delaware corporation that
is a wholly owned subsidiary of Salomon Brothers Holding Company
Inc ("SBHC"), which in turn is a Delaware corporation that is a
wholly owned subsidiary of Salomon Inc. The principal places of
business of SBI and SBHC are located at Seven World Trade Center,
New York, New York 10048. Salomon Inc is filing this Statement on
Schedule 13G pursuant to Rule 13d-1(b)(1)(ii)(G) under the 1934
Act, as amended, as a "parent holding company" of SBI in order to
report (x) the direct beneficial ownership by SBI of the Series A
8% Cumulative Convertible Preferred Stock, par value $0.01 (the
"Series A Preferred Stock"), of WorldCom, Inc. ("WorldCom") and
(y) the indirect beneficial ownership by SBHC and Salomon Inc of
the Series A Preferred Stock of WorldCom directly beneficially
owned by SBI.
Page 6
of 6 Pages
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