MCI WORLDCOM INC
424B3, 1999-11-23
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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PROSPECUS SUPPLEMENT                            Filed Pursuant To Rule 424(b)(3)
                                            Registration Statement No. 333-85431


                 PROSPECTUS SUPPLEMENT DATED NOVEMBER 22, 1999
                       TO PROSPECTUS DATED AUGUST 17, 1999

                               MCI WORLDCOM, INC.

                        2,656,151 SHARES OF COMMON STOCK

         This  prospectus  supplement  should  be read in  conjunction  with the
Prospectus  dated  August  17,  1999 (the  "Prospectus").  The  following  table
supersedes  the  table on page 4 of the  Prospectus  setting  forth  information
concerning the selling shareholders.

         The following table sets forth certain  information with respect to the
beneficial  ownership  of our common  stock by the  selling  shareholders  as of
November __, 1999 before  giving effect to the sale of shares of common stock in
this  offering.  The  only  material  relationship  between  any of the  selling
shareholders and us or our affiliates in the last three years is a joint venture
entity, WorldCom, S.A., that provides  telecommunications  services in Brussels,
Belgium and surrounding areas. We and Coditel, S.A., a selling shareholder, each
own fifty  percent of  WorldCom,  S.A.  All of the shares  owned by each selling
shareholder  may be  offered by such  shareholder  in this  offering.  We cannot
assure you, however,  that any of the selling  shareholders will sell any of the
shares of our common  stock  covered  by this  prospectus.  None of the  selling
shareholders  hold one or more percent of the  outstanding  shares of our common
stock.

         The  information  included  in this  section is based upon  information
provided by the selling shareholders.

<TABLE>
<CAPTION>

                                                           Shares Beneficially    Shares Beneficially
                                                           Owned Prior To         Owned After the
Name                                                       the Offering(1)        Offering (1)(2)
- ----                                                       -------------------    -------------------
<S>                                                        <C>                    <C>

Coditel, S.A.                                               1,105, 189                      0
Prime VIII, L.P.                                               147,368                      0
Allstate Insurance Company                                     387,830                377,848
BancBoston Capital                                              10,035                      0
Board of Regents of the University of Texas System              52,652                 44,624
CIBC Capital Corporation                                         9,787                      0
Coditel U.S. Inc.                                               20,071                      0
CVF, LLC                                                         1,942                      0
Deevy, Brian                                                    10,987                 10,000
Dolan, Charles F.                                                3,884                      0
DLJ Fund Investment Partners II, LP                              2,673                      0
DLJ Private Equity Employees Fund, LP                              244                      0
DLJ Private Equity Partners Fund, LP                             6,868                      0
Fortress Venture Capital II, L.P.                                  987                      0
GC Investments, LLC                                             25,172                  5,100
Go-Tea '98 Investment Parntership, Ltd.                            970                      0
Hunt (Caroline) Trust Estate                                     1,978                      0
LBJ Capital, L.P.                                                  970                      0
Marchbanks, Gregory S.                                           7,453                  2,400
Merit Life Insurance Company                                     3,915                      0
Myer, Robert L.                                                    970                      0
Permanent University Fund of the State of Texas                 32,115                      0
PNC Venture Corp.                                               14,728                      0
Prime II Investments, L.P.                                     152,173                      0
Rosewood Financial, Inc.                                         4,944                      0
Silver Partners                                                 10,035                      0
 Sowell Construction Co., Inc.                                   3,949                      0
Toronto Dominion Investments, Inc.                              10,035                      0
(continued)

<PAGE>
                                                           Shares Beneficially    Shares Beneficially
                                                           Owned Prior To         Owned After the
Name                                                       the Offering(1)        Offering (1)(2)
- ----                                                       -------------------    -------------------

Vulcan Ventures Inc.                                            10,035                      0
Prime SKA-I LLC                                                      3                      0
Robert W. Hughes                                                 5,645                  2,600
Dean M. Greenwood                                                3,435                      0
William P. Glasgow                                               2,850                      0
Duncan T. Butler, Jr.                                            9,933                      0
Steve Tarr                                                         162                      0
Danny Fennewald                                                    524                    200
Renee Pepin                                                         54                      0
Thomson Consumer Electronics, Inc.                             368,397                      0
E.L. Management Services, LLC                                    1,098                      0
Lehman Brothers, Inc. as Pledgee for Mark Greenberg             12,000                      0
Mark Greenberg                                                  42,577                      0
Michael Sherwin                                                 31,856                      0
Lehman Brothers, Inc. as Pledgee for Walter Ferguson             8,000                      0
Walter Ferguson                                                 26,139                      0
Michael P. Haas                                                 24,735                      0
Lehman Brothers, Inc. as Pledgee for Ben Marz                   10,000                      0
Ben Marz                                                        14,268                      0
Ted Williams                                                    13,962                      0
Robert I. Gale, III                                              2,699                      0
Frederick K. Gale                                                2,699                      0
Miriam Gale                                                        667                      0
Ronda Stahl                                                      6,990                      0
Lehman Brothers, Inc. as Pledgee for Jamin Patrick              12,000                      0
Jamin Patrick                                                   14,439                      0
Pacific Telesis Group                                          263,420                      0
E.L. Local Management, L.P.                                      1,098                      0
PrimeOne, L.P. as nominee                                       21,952(3)                   0
Norman Jasper                                                    1,973                      0
James K. Waldo (4)                                              21,680                      0
Almis J. Kuolas (4)                                             14,454                      0
Debbie Jo Severin (4)                                           14,454                      0
Regina A. Friedrich (4)                                         14,454                      0
James K. Baumann (4)                                            14,454                      0
John W. Montgomery (4)                                          14,454                      0
Judith Harris                                                   14,455                      0
Roger P. Conrad (4)                                             15,455                  1,000
Gary Tapia (4)                                                   7,226                      0
Terison L. Gregory (4)                                           3,614                      0
Alan Dale Carstensen (4)                                         3,614                      0
Gary M. Halpenny (4)                                             3,614                      0
David T. Jew (4)                                                 3,614                      0
Kathleen W. Roach (4)                                            3,614                      0
Joseph Craig Howard (4)                                          3,614                      0
William C. Eles Jr. (4) & Cynthia A. Eles                        3,614                      0
                                                           -------------              --------
         TOTAL                                               3,099,923                443,772
<FN>
(1)  Unless  otherwise  noted,  each person has sole voting and investment power
     with respect to all shares listed opposite such person's name.


<PAGE>

(2)  The shares may be offered  from time to time by the  selling  shareholders.
     The selling  shareholders  are not  obligated to sell all or any portion of
     their  shares,  nor  are  they  obligated  to  sell  any  of  their  shares
     immediately  pursuant to this prospectus.  Because the selling shareholders
     may sell all or some of their  shares,  no estimate  can be given as to the
     amount  of  common  stock  actually  to be  offered  for sale by a  selling
     shareholder  or as to the  amount  of common  stock  that will be held by a
     selling shareholder upon the termination of this offering.

(3)  These  shares  have been set aside by all of the selling  shareholders  for
     Prime One,  L.P., as  representative  of the selling  shareholders,  to pay
     certain  expenses of the selling  shareholders  incurred in connection with
     acquisition of E.L. Acquisition, Inc. by MCI WorldCom.

(4)  These individuals became employees of MCI WordCom on July 1, 1999 following
     the closing of MCI WorldCom's purchase of the stock of E.L. Acquisition,
     Inc.
</FN>
</TABLE>



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