MCI COMMUNICATIONS CORP
NT 10-K, 1998-04-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                                                                            OMB APPROVAL
                                    U.S. SECURITIES AND EXCHANGE COMMISSION                         -----------------------------
                                                Washington, D.C. 20549                              OMB Number:
                                                                                                    Expires:
                                                                                                    Estimated average burden
                                                      FORM 12b-25                                   hours per response ..... 2.50
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                                             NOTIFICATION OF LATE FILING                               COMMISSION FILE NUMBER
                                                                                                           0-6457
(Check One):  |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR                -----------------------------
                                                                                                    -----------------------------
                                                                                                             CUSIP NUMBER

     For Period Ended: December 31, 1997                                                             -----------------------------

     [ ] Transition  Report on Form 10-K [ ] Transition  Report on Form 20-F [ ]
     Transition  Report  on Form  11-K [ ]  Transition  Report  on Form 10-Q [ ]
     Transition Report on Form N-SAR

     For the Transition Period Ended: ___________________________________________________________________________________________

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                            Read Instruction (on back page) Before Preparing Form. Please Print or Type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.
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If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

MCI COMMUNICATIONS CORPORATION
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Full Name of Registrant

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Former Name if Applicable

1801 PENNSYLVANIA AVENUE, NW
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Address of Principal Executive Office (Street and Number)

WASHINGTON, DC 20006
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City, State and Zip Code

PART II -- RULE 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box.)

  |X|         | (a) The reasons  described in  reasonable  detail in Part III of
              this form could not be eliminated without unreasonable
        |     effort or expense;
        |
  |X|         | (b) The subject annual report,  semi-annual  report,  transition
              report on Form 10-K,  Form 20-F, Form 11-K, Form N-SAR, or portion
              thereof,  will be filed on or before the  fifteenth  calendar  day
              following the prescribed due date; or the subject quarterly report
              or  transition  report on Form 10-Q,  or portion  thereof  will be
              filed on or before the fifth calendar day following the prescribed
              due date; and

  |X|        | (c) The accountant's  statement or other exhibit required by Rule
             12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable  detail why the Form 10-K, 11-K, 20-F 10-Q,  N-SAR, or
the  transition  report  or  portion  thereof,  could  not be filed  within  the
prescribed time period. (Attach Extra Sheets if Needed.)

The Annual  Report on Form 10-K for the  fiscal  year ended  December  31,  1997
cannot be filed within the  prescribed  time period due to the reasons set forth
below. MCI Communications  Corporation  ("MCI") is currently in discussions with
the staff of the  Securities  and Exchange  Commission  ("SEC")  concerning  the
accounting  treatment  for the  timing of  certain  charges  taken by MCI in the
fourth quarter 1997. Due to these ongoing  discussions  with the SEC, MCI cannot
complete its December 31, 1997 financial  statements by the filing date, nor can
its  independent  accountants,  Price  Waterhouse LLP, issue its opinion on such
financial  statements (see Price Waterhouse LLP statement attached as Appendix A
to this form). 

SEC 1344 (6/94)

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PART IV--OTHER INFORMATION

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(1) Name and telephone number of person to contact in regard to this notification

      David M. Case                                          703                         414-9090
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                  (Name)                                    (Area Code)                             (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
    Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
    of 1940 during the  preceding 12 months or for such shorter  period that the
    registrant was required to file such report(s) been filed?  If the answer is
    no, identify report(s). |X| Yes |_| No

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(3) Is it anticipated that any significant  change in results of operations from
    the  corresponding  period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?
    |X| Yes |_| No


    If so, attach an explanation of the anticipated change, both narratively and
    quantitatively,  and, if  appropriate,  state the  reasons why a  reasonable
    estimate of the results cannot be made.



MCI reported net income of $1,202  million or $1.73 per share for the year ended
December 31, 1996.  As reported  under Item 5 to its Current  Report on Form 8-K
dated  February 2, 1998, in a press release dated January 29, 1998,  the company
reported  unaudited  net  income of $2  million  or $0.00 per share for the year
ended December 31, 1997.

====================================================================================================================================

                         MCI COMMUNICATIONS CORPORATION
             ----------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  April 1, 1998                      By:    /s/ David M. Case
                                                ----------------------------
                                                    David M. Case
                                                    Vice President and Controller

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

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             Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

1. This form is required by Rule  12b-25 of the  General  Rules and  Regulations
under the Securities Exchange Act of 1934.

2.  One signed  original and four  conformed  copies of this form and amendments
    thereto  must be  completed  and  filed  with the  Securities  and  Exchange
    Commission,  Washington,  D.C.  20549,  in  accordance  with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of public record in the Commission
    files.

3.  A manually  signed copy of the form and  amendments  thereto  shall be filed
    with each national  securities  exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the  notifications  must also be filed on form 12b-25 but need
    not restate information that has been correctly furnished. The form shall be
    clearly identified as an amended notification.

5.  ELECTRONIC  FILERS.  This form shall not be used by electronic filers unable
    to timely file a report solely due to electronic difficulties. Filers unable
    to submit a report within the time period  prescribed due to difficulties in
    electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
    Regulation  S-T or apply for an  adjustment  in filing date pursuant to Rule
    13(b) of Regulation S-T.


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APPENDIX A



April 1, 1998

Mr. David M. Case
Vice President and Controller
MCI Communications Corporation
601 South 12th Street
Arlington, Virginia  22202

Dear Dave:

You have furnished us with a copy of your  "Notification of Late Filing" on Form
12b-25 dated April 1, 1998.

We are in agreement with the comments under Part III of the Form with respect to
the  reasons  why we are  unable  to  furnish  our  report  on the  consolidated
financial statements of MCI Communications  Corporation ("MCI") on or before the
date the Form 10-K of MCI for the year ended December 31, 1997 is required to be
filed.

Yours very truly,

/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP




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