SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WORLDCOM, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
50182L 10 8
(CUSIP Number)
Francis X. Frantz
Senior Vice President-
External Affairs, General Counsel
and Secretary
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
(501) 661-8111
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 31, 1996
(Date of Event which Required Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box []
<PAGE>
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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.
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<PAGE>
CUSIP NO. 50182L 10 8
1) Name of Reporting Person ALLTEL Corporation
SS or IRS Identification No.
of Above Person
_________________________________________________________________
2) Check the Appropriate (a) [ ]
Box if a Member of a Group (b) [X]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds Not Applicable
_________________________________________________________________
5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to either Item 2(d) or 2(e) [ ]
_________________________________________________________________
6) Citizenship or Place of
Organization Delaware
_________________________________________________________________
Number of shares of Common Stock 7)Sole Voting Power -
Beneficially Owned by Each Re- 26,685,212
porting with: 8)Shared Voting Power -
None
9)Sole Dispositive Power-
26,685,212
10)Shared Dispositive
Power - None
_________________________________________________________________
11) Aggregate Amount Beneficially 26,685,212
Owned by Each Reporting Person
_________________________________________________________________
12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares [ ]
3
<PAGE>
_________________________________________________________________
13) Percent of Class Represented by
Amount in Row (11) 3.0%
_________________________________________________________________
14) Type of Reporting Person CO
4
<PAGE>
ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN
Unless otherwise defined, all terms used herein shall have the meanings
assigned to them in the Schedule 13D dated September 22, 1993, as amended by
Amendment No. 1 dated September 6, 1996, previously filed on behalf of ALLTEL
Corporation ("ALLTEL").
Item 5. Interest in Securities of the Issuer.
On December 31, 1996, WorldCom, Inc. ("WorldCom") issued approximately
471,041,000 shares of common stock in connection with its acquisition of MFS
Communications Company, Inc. As a result of this issuance, ALLTEL's ownership
of 26,685,212 shares of WorldCom common stock now constitutes approximately
3.0% of the outstanding shares of WorldCom common stock. Accordingly, as of
December 31, 1996, ALLTEL ceased to be the beneficial owner of more than 5%
of the outstanding shares of WorldCom common stock and will no longer be
obligated to file statements with regard to its ownership of WorldCom common
stock unless and until such ownership should exceed 5%.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
ALLTEL CORPORATION
Dated: January 16, 1997 By: /S/ Francis X. Frantz
Francis X. Frantz
Senior Vice President
External Affairs, General
Counsel and Secretary
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