MCI WORLDCOM INC
S-3, 1999-08-17
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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     As filed with the Securities and Exchange Commission on August 17, 1999
                                         Registration Statement No. 333-________
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               MCI WORLDCOM, INC.
             (Exact name of registrant as specified in its charter)

          Georgia                                               58-1521612
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                                 (601) 460-5600
     (Address, including zip code, and telephone number including area code,
                  of registrant's principal executive office)

                               P. Bruce Borghardt
                               MCI WORLDCOM, Inc.
                      10777 Sunset Office Drive, Suite 330
                            St. Louis, Missouri 63127
                                 (314) 909-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             -----------------------
                        Copies of all communications to:

                              R. Randall Wang, Esq.
                                 Bryan Cave LLP
                         211 North Broadway, Suite 3600
                            St. Louis, Missouri 63109
                                 (314) 259-2000
                             ----------------------
     Approximate date of commencement of proposed  sale  to the public: At  such
time or times after the  effective  date of this  Registration  Statement as the
selling shareholders shall determine. _______________________________

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box: |_|

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, please check the following box: |X|

         If this Form is filed to register additional securities for an offering
pursuant to Rule  462(b)  under the  Securities  Act of 1933,  please  check the
following box and list the Securities Act  registration  statement number of the
earlier effective registration statement for the same offering. |_|

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the  Securities  Act of 1933,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. |_|

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. |_|



- --------------------------------------------------------------------------------
<TABLE>

<CAPTION>
                      -------------------------------------
                         CALCULATION OF REGISTRATION FEE
<S>                             <C>              <C>                    <C>                    <C>
- ------------------------------- ---------------- ---------------------- ---------------------- ---------------------
                                                   Proposed maximum       Proposed maximum
    Title of each class          Amount to be       offering price       aggregate offering            Amount of
of securities to be registered    registered        per interest(1)            price               Registration Fee
- ------------------------------- ---------------- ---------------------- ---------------------- ---------------------
Common Stock, par value         2,656,151 shares       $75.7188             $201,120,566              $55,912
    $.01, including
  associated preferred
stock purchase rights(2)
- ------------------------------- ---------------- ---------------------- ---------------------- ---------------------

</TABLE>


         (1)   Estimated   pursuant  to  Rule  457(c)  solely  for  purposes  of
calculating  amount of registration  fee, based upon the average of the high and
low sales prices reported on August 10, 1999, as reported on The Nasdaq National
Market.


         (2) Common Stock includes  associated rights (the "Rights") to purchase
shares of the Company's Series 3 Junior Participating Preferred Stock, par value
$.01 per share. Until the occurrence of certain prescribed events, none of which
has occurred, the Rights are not exercisable,  are evidenced by the certificates
representing the Common Stock, and will be transferred  along with and only with
the Common Stock.
<PAGE>

         The registrant hereby amends this  registration  statement on such date
or dates as may be necessary to delay its  effective  date until the  registrant
shall file a further amendment which specifically  states that this registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.

<PAGE>


- --------------------------------------------------------------------------------
The  information  in this  prospectus  is not complete  and may be changed.  The
securities  may not be sold  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities   in  any  state   where   the  offer  or  sale  is  not   permitted.
- --------------------------------------------------------------------------------
                  SUBJECT TO COMPLETION, DATED AUGUST 17, 1999

                                   PROSPECTUS

                               MCI WORLDCOM, INC.

                        2,656,151 SHARES OF COMMON STOCK

                             ----------------------

         This prospectus  relates to 2,656,151 shares of our common stock. These
shares may be  offered  and sold from time to time by the  selling  shareholders
named herein.  The selling  shareholders  may offer their common shares  through
public  or  private  transactions,  on or off The  Nasdaq  National  Market,  at
prevailing  market  prices,  or at  privately  negotiated  prices.  The  selling
shareholders may include pledgees, donees,  transferees,  or other successors in
interest.  We will  provide  specific  terms of any  offerings  made  under this
prospectus in prospectus supplements, if necessary.

         We will not  receive  any of the  proceeds  from the sale of the common
shares.  We will bear the  costs  relating  to the  registration  of the  common
shares, estimated to be approximately $80,000.

         The common  shares are traded on The Nasdaq  National  Market under the
symbol  WCOM.  The closing  sales price of the common  shares as reported on The
Nasdaq  National  Market on August 16, 1999 was $78.4375 per share.  The selling
shareholders will pay any sales  commissions or underwriting  discounts and fees
and expenses of their  counsel  incurred in  connection  with the sale of shares
through this prospectus.

                             ----------------------

         These   securities  have  not  been  approved  or  disapproved  by  the
Securities and Exchange Commission or any state securities  commission,  nor has
the Securities and Exchange Commission or any state securities 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 August 17, 1999

<PAGE>




                                EXPLANATORY NOTES

         We have not  authorized  anyone to provide you with  information  or to
represent  anything not contained in this  prospectus.  You must not rely on any
unauthorized  information  or  representations.  The  selling  shareholders  are
offering to sell,  and seeking  offers to buy,  only the shares of common  stock
covered by this prospectus,  and only under  circumstances  and in jurisdictions
where it is lawful to do so. The  information  contained in this  prospectus  is
current  only  as of its  date,  regardless  of the  time  of  delivery  of this
prospectus or of any sale of the shares.

         You  should  read  carefully  this  entire  prospectus,  as well as the
documents  incorporated  by  reference  in this  prospectus,  before  making  an
investment  decision.  All  references to "we," "us," "our" or "MCI WorldCom" in
this prospectus mean MCI WORLDCOM, Inc. and its subsidiaries.


                                TABLE OF CONTENTS
                                                                            Page

The Company....................................................................2
Use of Proceeds................................................................3
Selling Shareholders...........................................................3
Plan of Distribution...........................................................4
Accounting Experts.............................................................6
Special Note Regarding Forward-Looking Statements..............................6
Where You Can Find More Information............................................8
Incorporation of Certain Documents by Reference................................8


                                   THE COMPANY

          We are one of the largest  telecommunications  companies in the United
States,  serving local,  long distance and Internet  customers  domestically and
internationally.  Organized in 1983, we provide  telecommunications  services to
business,  government,   telecommunications  companies  and  consumer  customers
through our networks of primarily  fiber optic  cables,  digital  microwave  and
fixed and transportable  satellite earth stations.  Prior to September 15, 1998,
we were named WorldCom, Inc.

          We  are  one  of  the first major facilities-based  telecommunications
companies  with the  capability to provide  consumers and  businesses  with high
quality local, long distance,  Internet,  data and international  communications
services over global networks.  With service to points throughout the nation and
the world, we provide telecommunications products and services that include:

          -  switched and dedicated long distance and local products
          -  dedicated and dial-up Internet access
          -  wireless services
          -  800 services
          -  calling cards
          -  private lines
          -  broadband data services
          -  debit cards

                                       2
<PAGE>
          -  conference calling
          -  messaging and mobility services
          -  advanced billing systems
          -  enhanced fax and data connections
          -  high speed data communications
          -  facilities management
          -  local access to long distance companies
          -  local access to asynchronous transfer mode-based backbone service
          -  web server hosting and integration services
          -  dial-up networking services
          -  interconnection via network access points to Internet service
             providers

         Our core business is  communications  services,  which includes  voice,
data, Internet, and international services. During each of the last three years,
more  than  90% of our  operating  revenues  were  derived  from  communications
services.

         Our executive offices are located at 500 Clinton Center Drive, Clinton,
Mississippi 39056 and our telephone number is (601) 460-5600.

                                 USE OF PROCEEDS

         We will not receive  any  proceeds  from the sale of the common  shares
offered by this  prospectus,  nor will such proceeds be available for our use or
benefit.

                              SELLING SHAREHOLDERS

         All of the common shares  registered for sale under this prospectus are
owned  by  former   shareholders  of  E.L.   Acquisition,   Inc.  (the  "selling
shareholders").  All of the shares were acquired by the selling  shareholders in
connection with the acquisition by MCI WorldCom of E.L. Acquisition,  Inc. Under
the terms of the  transaction,  MCI  WorldCom  agreed to register  the shares of
common  stock  received  by the  selling  shareholders  in  connection  with the
transaction.

         The  term  "selling   shareholders"   also  includes  any  transferees,
pledgees,  donees,  or other successors in interest to the selling  shareholders
named in the table below.  To the extent  required,  we will name any additional
selling shareholder in a supplement to this prospectus.

         The following table sets forth certain  information with respect to the
beneficial  ownership  of our common  stock by the  selling  shareholders  as of
August 16, 1999 before  giving  effect to the sale of shares of common  stock in
this offering.  None of the selling  shareholders has had any position or office
with us or any of our affiliates  within the past three years. 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.

                                       3

<PAGE>

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

<TABLE>


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

Coditel, S.A.                              1,105, 189                   0

Prime VIII, L.P.                              368,397                   0

Thomson Consumer Electronics, Inc.            368,397                   0

E.L. Management Services, LLC                 352,324                   0

Pacific Telesis Group                         263,420                   0

E.L. Local Management, L.P.                   158,052                   0

PrimeOne, L.P.                                 18,420                   0

PrimeOne, L.P. as nominee                   21,952(3)                   0
                                          ---------------    -------------------
         TOTAL                              2,656,151                   0
                                            =========                =======

</TABLE>

(1)  Unless  otherwise  noted,  each person has sole voting and investment power
     with respect to all shares listed opposite such person's name.

(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.

                              PLAN OF DISTRIBUTION

         We are  registering  the common shares  covered by this  prospectus for
the  selling  shareholders.  To  the  extent  required,  we  will  identify  any
additional selling shareholders in a supplement to this prospectus. We currently
expect to keep this prospectus effective for approximately one year.

         The  selling  shareholders  will  act  independently  of us  in  making
decisions with respect to the timing,  manner and size of each sale. The selling
shareholders  may sell the common  shares on the  Nasdaq  Stock  Market,  in the
over-the-counter market or in private transactions,  at market prices prevailing
at the time of sale, at prices  related to the prevailing  market prices,  or at
negotiated prices.

         In  addition,  the selling  shareholders  may sell some or all of their
common shares through:

                                       4
<PAGE>


         - a block trade in which a broker-dealer may resell a  portion  of  the
           block, as principal, in order to facilitate the transaction;

         - purchases by a broker-dealer, as principal, and resale by the broker-
           dealers for its account; or

         - ordinary brokerage transactions and  transactions in  which a  broker
           solicits purchasers.

         Certain  of  the  selling   shareholders   have  entered  into  hedging
transactions  with respect to their  shares and any of the selling  shareholders
may enter  into such  transactions  in the  future.  For  example,  the  selling
shareholders may:

         - enter  into  transactions involving  short sales of the common shares
           by broker-dealers;

         - sell  common  shares  short  themselves  and redeliver such shares to
           close out their short positions;

         - enter  into option or  other types  of transactions  that require the
           selling  shareholders  to  deliver  common shares to a broker-dealer,
           who  will  then  resell or  transfer  the  common  shares  under this
           prospectus; or

         - loan  or pledge the common shares to  a broker-dealer, who  may  sell
           the  loaned shares or, in  the event of  default,  sell  the  pledged
           shares.

         The  selling   shareholders   may  negotiate  and  pay   broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling  shareholders  may allow other  broker-dealers  to participate in
resales.  However, the selling  shareholders and any broker-dealers  involved in
the sale or resale of the common shares may qualify as "underwriters" within the
meaning  of the  Securities  Act  of  1933.  In  addition,  the  broker-dealers'
commissions,  discounts or concession may qualify as underwriters'  compensation
under  the  Securities  Act  of  1933.  If  the  selling   shareholders  or  any
broker-dealers qualify as "underwriters," they will be subject to the prospectus
delivery requirements of the Securities Act of 1933.

         In addition to selling their common shares under this  prospectus,  the
selling shareholders may:

         - agree  to  indemnify  any   broker-dealer  or agent  against  certain
           liabilities  related  to  the selling of the common shares, including
           liabilities arising under the Securities Act of 1933;

         - transfer  their common  shares in  other ways  not  involving  market
           makers or established  trading  markets,  including directly by gift,
           distribution, or other transfer; or

         - sell  their  common  shares  under Rule 144 of the  Securities Act of
           1933  rather than under this  prospectus,  if  the transaction  meets
           the requirements of Rule 144.

         When a particular offering is made, if required,  we will distribute to
you a prospectus  supplement.  This  supplement  will set forth the names of the
selling shareholders, the aggregate amount and type of shares being offered, the
number  of such  shares  owned  before  and  after  the  completion  of any such
offering, and, to the extent required, the terms of the offering,  including the
name or names of any  underwriters,  broker-dealers  or agents,  any  discounts,
commissions  and  other  terms   constituting   compensation  from  the  selling
shareholders and any discounts,  commissions or concessions allowed or reallowed
or paid to  broker-dealers.  Any  underwriters,  brokers,  dealers or agents who
participate  in any sale of the shares may also  perform  services for us or our
affiliates.

         All  expenses  of the  registration  of the shares  will be paid by us,
including,  without  limitation,  SEC filing fees and  expenses  of  compliance;
however,  the selling  shareholders  will pay expenses related to the securities

                                       5

<PAGE>

laws of any state and any sales  commissions or underwriting  discounts and fees
and expenses of their  counsel  incurred in  connection  with the sale of shares
through this prospectus.

         We have agreed to  indemnify  the selling  shareholders  and anyone who
controls  any  of the  selling  shareholders  against  certain  liabilities  and
expenses  arising  out of or  based  upon  the  information  contained  in  this
document, including liabilities under federal securities laws.

                               ACCOUNTING EXPERTS

         The  consolidated  financial  statements of MCI WorldCom as of December
31,  1998 and 1997,  and for each of the years in the  three-year  period  ended
December 31, 1998, have been audited by Arthur Andersen LLP,  independent public
accountants, as indicated in their report with respect thereto, and are included
in MCI WorldCom's  Annual Report on Form 10-K for the fiscal year ended December
31,  1998,  and are  incorporated  herein by  reference,  in  reliance  upon the
authority  of such firm as experts in  accounting  and  auditing  in giving said
reports.

         The consolidated financial statements of Brooks Fiber Properties,  Inc.
as of December 31, 1997, and for each of the years in the two-year  period ended
December 31, 1997 have been  incorporated  by reference in this  document and in
the registration  statement in reliance upon the report of KPMG LLP, independent
certified public  accountants,  included in MCI WorldCom's Annual Report on Form
10-K for the year ended December 31, 1998 and  incorporated by reference in this
document,  and upon the  authority  of said firm as  experts in  accounting  and
auditing.

         The consolidated  financial  statements of MFS Communications  Company,
Inc. as of December  31,  1996,  and for the period  ended  December  31,  1996,
included in MCI  WorldCom's  Current  Report on Form 8-K/A dated August 25, 1996
(filed December 19, 1997), and incorporated by reference into this  registration
statement  have  been  audited  by  Arthur  Andersen  LLP,   independent  public
accountants,  as  indicated  in  their  report  with  respect  thereto,  and are
incorporated herein by reference, in reliance upon the authority of such firm as
experts in accounting and auditing in giving said reports.

         The consolidated financial statements of MCI Communications Corporation
as of  December  31,  1997 and 1996,  and for each of the years in the  two-year
period ended  December 31, 1997,  included in MCI  WorldCom's  Current Report on
Form  8-K/A-3  dated  November  9,  1997  (filed  May 28,  1998),  have  been so
incorporated   in  reliance  on  the  report  of   PricewaterhouseCoopers   LLP,
independent public  accountants,  given on the authority of such firm as experts
in accounting and auditing.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

            This  document  contains or  incorporates  by  reference a number of
forward-looking  statements  relating to MCI WorldCom  within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to:

            - our financial condition;
            - our results of operations;
            - our business plans;
            - our  business  strategies,  operating  efficiencies  or synergies,
              competitive positions and growth opportunities for existing
              products;

            - the financial and regulatory environment in which we operate;

            - our estimated  costs to  complete or possible future revenues from
              in-process research and development programs;

            - the likelihood of completion of those programs;

                                       6

<PAGE>

            - the outcome of our year 2000 and Euro conversion efforts;

            - the plans and objectives of our management;

            - the markets for our stock; and

            - other matters.

          We  consider  any  statements   that  are  not  historical   facts  as
"forward-looking  statements"  for the  purpose of the safe  harbor  provided by
Section  21E of the  Securities  Exchange  Act of 1934  and  Section  27A of the
Securities  Act  of  1933.  These  forward-looking  statements  are  necessarily
estimates reflecting the best judgment of our senior management.  They involve a
number of risks and  uncertainties  that could  cause  actual  results to differ
materially  from  those  suggested  by  the  forward-looking  statements.  These
differences could be material;  therefore,  you should evaluate  forward-looking
statements in light of various important  factors,  including those set forth or
incorporated by reference in this document.

          Important factors that could cause actual results to differ materially
from estimates or forecasts contained in the forward-looking statements include,
among others:

          - the impact of  technological  change on our businesses, new entrants
            and alternative technologies in their respective business and  their
            dependence on the availability of transmission facilities;

          - our ability to integrate our operations with those of the businesses
            we have recently acquired or may acquire in the future;

          - risks of international business;

          - regulatory risks, including the impact of the Telecommunications Act
            of 1996;

          - contingent liabilities;

          - the impact of competitive services and pricing in our markets;

          - risks associated with year 2000  uncertainties  and Euro  conversion
            efforts;

          - risks  associated  with  our  debt service requirements and interest
            rate fluctuations;

          - our degree of financial leverage; and

          - other  risks  referenced  from time  to time in our filings with the
            Securities and Exchange Commission.

         Words  such  as  "estimate,"  "project,"  "plan,"  "intend,"  "expect,"
"believe"  and similar  expressions  are  intended  to identify  forward-looking
statements.  These  forward-looking  statements  are  found  at  various  places
throughout  this  document and the other  documents  incorporated  by reference,
including our Annual  Report on Form 10-K for the year ended  December 31, 1998,
including  any  amendments,  and  our  Quarterly  Reports on  Form 10-Q  for the
quarterly  periods ended March 31, 1999 and June 30, 1999, and any amendments to
these reports.

         You  should  not  place  undue   reliance   on  these   forward-looking
statements,  which  speak  only as of the  date of  such  statements.  We do not
undertake any  obligation  to publicly  update or release any revisions to these
forward-looking  statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated events.

                                       7

<PAGE>
                       WHERE YOU CAN FIND MORE INFORMATION

         We are  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934 and in  accordance  with those  requirements  file annual,
quarterly and special reports,  proxy statements and other  information with the
Securities  and  Exchange  Commission.  You  may  read  and  copy  any  reports,
statements or other  information  that we file with the  Securities and Exchange
Commission  at  the  Commission's   public  reference  rooms  at  the  following
locations:

<TABLE>

<S>                            <C>                              <C>
Public Reference Room          New York Regional Office         Chicago Regional Office
450 Fifth Street, N.W.         Seven World Trade Center         Citicorp Center
Room 1024                      Suite 1300                       500 West Madison Street, Suite 1400
Washington, D.C. 20549         New York, NY 10048               Chicago, IL 60661-2511

</TABLE>


         Please call the Commission at 1-800-SEC-0330 for further information on
the public reference rooms. These filings with the Commission are also available
to the public from commercial  document  retrieval  services and at the Internet
world  wide web  site  maintained  by the  Commission  at  "http://www.sec.gov."
Reports, proxy statements and other information concerning MCI WorldCom are also
available for  inspection  at the offices of The Nasdaq Stock  Market,  which is
located at 1735 K Street, N.W., Washington, D.C. 20006.

         This  prospectus is part of a registration  statement we filed with the
Securities  and  Exchange  Commission.  As allowed  by  Commission  rules,  this
document does not contain all the information you can find in this  registration
statement or the exhibits to the registration  statement.  You can get a copy of
the registration statement from the sources listed above.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The Commission  allows us to "incorporate by reference"  information
into this document,  which means that we can disclose  important  information to
you by referring you to other  documents  filed  separately with the Commission.
The  information  incorporated by reference is considered part of this document,
except for any information  superseded by information contained directly in this
document or in later filed documents incorporated by reference in this document.

            This  document  incorporates  by reference  the  documents set forth
below that we have previously filed with the Commission. These documents contain
important  business and  financial  information  about MCI WorldCom  that is not
included in or delivered with this document.

MCI WorldCom Filings
(File No.  000-11258,
formerly Resurgens Communications
Group, Inc. (File No. 1-10415))         Period
- ---------------------------------       ------

Annual Report on Form 10-K              Fiscal year ended December 31, 1998.

Quarterly Reports on Form 10-Q          Quarters ended March 31, 1999 and
                                        June 30, 1999.

Current Reports on Form 8-K             Form 8-K/A dated August 25, 1996  (filed
                                        December 19, 1997),  Form 8-K/A-3  dated
                                        November 9, 1997  (filed May 28,  1998),
                                        and  Form  8-K/A  dated  July  12,  1999
                                        (filed July 12, 1999).

                                       8

<PAGE>

The description of MCI WorldCom         Resurgens' Registration  Statement dated
common stock set forth in Resurgens'    December  12,  1989,  as updated by  the
Registration Statement on Form 8-A      descriptions   contained  in  WorldCom's
                                        Registration   Statement  on   Form  S-4
                                        (File   No.  333-16015),   as   declared
                                        effective by the Securities and Exchange
                                        Commission on November 14,  1996,  which
                                        includes      the       Joint      Proxy
                                        Statement/Prospectus dated  November 14,
                                        1996 with respect to the MCI  WorldCom's
                                        Special  Meeting of Shareholders held on
                                        December 20, 1996, under  the  following
                                        captions:    "Description   of  WorldCom
                                        Capital Stock" and  "Comparative  Rights
                                        of Shareholders" and by the descriptions
                                        contained   in   MCI   WorldCom's  Proxy
                                        Statement dated April 23, 1999 under the
                                        following   captions:     "Approval   of
                                        Amendment   to   Second   Amended    and
                                        Restated Articles of Incorporation,   as
                                        Amended, To  Increase Authorized  Shares
                                        of Common Stock" and  "Future  Proposals
                                        of Security Holders."

The description of the MCI WorldCom     MCI WorldCom's Registration Statement on
rights to acquire preferred stock set   Form  8-A   dated  August  26,  1996, as
forth in its Registration Statement     updated by MCI WorldCom's Current Report
on Form 8-A                             on Form 8-K dated May 22, 1997 (filed
                                        June 6, 1997).

            We also  incorporate by reference  additional  documents that may be
filed  with the  Commission  under  Sections  13(a),  13(c),  14 or 15(d) of the
Exchange Act prior to the termination of this offering.  These include  periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.

            You  can  obtain  any of the  documents  incorporated  by  reference
through the Commission or the Commission's Internet web site as described above.
You may also obtain them by  requesting  them from us in writing or by telephone
at the following address or phone numbers:

                               MCI WORLDCOM, Inc.
                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                    Attention: Investor Relations Department
                   Telephone: (877) 624-9266 or (601) 460-5600

Documents  incorporated  by  reference  are  available  from us without  charge,
excluding  all exhibits,  except that if we have  specifically  incorporated  by
reference an exhibit in this document, the exhibit will also be provided without
charge.

            You should rely only on the information contained or incorporated by
reference in this document.  We have not  authorized  anyone to provide you with
information  that is different  from what is contained  in this  document.  This
document is dated  August 17, 1999.  You should not assume that the  information
contained in this document is accurate as of any date other than that date.

                                       9
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The expenses (other than underwriting  discounts and sales commissions)
relating  to the  registration  of  common  shares  will be borne  by us.  These
expenses are estimated to be as follows*:

              SEC Registration Fee --------------------------------------$55,912
              Accountants' Fees -------------------------------------------6,000
              Legal Fees -------------------------------------------------15,000
              Miscellaneous -----------------------------------------------3,088

              Total -----------------------------------------------------$80,000

         * The selling  shareholders will pay expenses related to the securities
laws of any state and any sales  commissions or underwriting  discounts and fees
and expenses of their  counsel  incurred in  connection  with the sale of shares
registered hereunder.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  14-2-202(b)(4)  of the Georgia Business  Corporation Code (the
"GBCC") provides that a corporation's  articles of  incorporation  may include a
provision  that  eliminates  or limits the personal  liability of directors  for
monetary damages to the corporation or its shareholders for any action taken, or
any  failure to take any  action,  as a director,  provided,  however,  that the
Section does not permit a  corporation  to eliminate or limit the liability of a
director for  appropriating,  in  violation  of his or her duties,  any business
opportunity  of the  corporation,  for acts or omissions  including  intentional
misconduct or a knowing  violation of law,  receiving  from any  transaction  an
improper  personal   benefit,   or  voting  for  or  assenting  to  an  unlawful
distribution  (whether  as  a  dividend,  stock  repurchase  or  redemption,  or
otherwise) as provided in Section 14-2-832 of the GBCC.  Section  14-2-202(b)(4)
also does not  eliminate or limit the rights of MCI WorldCom or any  shareholder
to seek an injunction or other nonmonetary  relief in the event of a breach of a
director's duty to the corporation and its shareholders.  Additionally,  Section
14-2-202(b)(4)  applies only to claims against a director  arising out of his or
her role as a director,  and does not relieve a director from liability  arising
from his or her role as an officer or in any other capacity.

         The  provisions  of Article Ten of MCI  WorldCom's  Second  Amended and
Restated Articles of Incorporation,  as amended,  are similar in all substantive
respects to those  contained in Section  14-2-202(b)(4)  of the GBCC as outlined
above.  Article Ten further  provides  that the  liability  of  directors of MCI
WorldCom  shall be limited to the fullest  extent  permitted  by  amendments  to
Georgia law.

         Sections  14-2-850  to  14-2-859,  inclusive,  of the GBCC  govern  the
indemnification of directors,  officers, employees, and agents. Section 14-2-851
of the GBCC permits  indemnification of a director of MCI WorldCom for liability
incurred by him or her in connection with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  and  whether  formal or informal  (including,  subject to certain
limitations,  civil actions brought as derivative  actions by or in the right of
MCI  WorldCom)  in which he or she is made a party by reason of being a director
of MCI  WorldCom and of directors  who, at the request of MCI  WorldCom,  act as
directors,  officers, partners, trustees, employees or agents of another foreign
or domestic  corporation,  partnership,  joint venture,  trust, employee benefit
plan or other enterprise.  The Section permits  indemnification  if the director
acted in good faith and reasonably believed (a) in the case of conduct in his or
her  official  capacity,  that such  conduct  was in the best  interests  of the
corporation,  (b) in all other cases other than a criminal proceeding, that such
conduct was at least not opposed to the best interests of the  corporation,  and
(c) in the case of a criminal proceeding, that he or she had no reasonable cause

                                      II-1
<PAGE>

to believe his or her conduct was unlawful.  If the required standard of conduct
is met, indemnification may include judgments, settlements,  penalties, fines or
reasonable  expenses  (including  attorneys'  fees)  incurred  with respect to a
proceeding.

         A Georgia  corporation  may not  indemnify  a  director  under  Section
14-2-851 (i)  in  connection  with  a  proceeding  by or in  the  right  of  the
corporation,  except  for  reasonable  expenses  incurred  by such  director  in
connection with the proceeding  provided it is determined that such director met
the relevant standard of conduct set forth above, or (ii) in connection with any
proceeding  with respect to conduct for which such director was adjudged  liable
on the basis that he or she received an improper  personal  benefit,  whether or
not involving action in his or her official capacity.

         Prior to indemnifying a director under Section  14-2-851 of the GBCC, a
determination  must be made that the director  has met the relevant  standard of
conduct.  Such determination must be made under Section 14-2-855 of the GBCC by:
(i) a majority vote of a quorum  consisting of disinterested  directors;  (ii) a
duly  designated  committee  of  disinterested  directors;  (iii) duly  selected
special legal  counsel;  or (iv) a vote of the  shareholders,  excluding  shares
owned  by or  voted  under  the  control  of  directors  who do not  qualify  as
disinterested directors.

         Section  14-2-856 of the GBCC provides that a Georgia  corporation may,
before final disposition of a proceeding,  advance funds to pay for or reimburse
the  reasonable  expenses  incurred by a director who is a party to a proceeding
because he or she is a director,  provided  that such  director  delivers to the
corporation a written affirmation of his or her good faith belief that he or she
met the relevant  standard of conduct described in Section 14-2-851 of the GBCC,
and a written  undertaking  by the director to repay any funds advanced if it is
ultimately   determined   that  such   director   was  not   entitled   to  such
indemnification.  Section  14-2-852 of the GBCC provides that  directors who are
successful  with  respect to any claim  brought  against  them,  which  claim is
brought  because  they are or were  directors of MCI  WorldCom,  are entitled to
mandatory  indemnification  against  reasonable  expenses incurred in connection
therewith.

         The GBCC also allows a Georgia  corporation to indemnify directors made
a party to a proceeding without regard to the above-referenced  limitations,  if
authorized by the articles of incorporation or a bylaw,  contract, or resolution
duly adopted by a vote of the  shareholders  of the corporation by a majority of
votes entitled to be cast,  excluding shares owned or voted under the control of
the director or directors who are not disinterested, and to advance funds to pay
for or reimburse reasonable expenses incurred in the defense thereof, subject to
restrictions  similar to the restrictions  described in the preceding paragraph;
provided,  however,  that the corporation may not indemnify a director  adjudged
liable (1) for any  appropriation,  in  violation  of his or her duties,  of any
business  opportunity of MCI WorldCom,  (2) for acts or omissions  which involve
intentional  misconduct  or  a  knowing  violation  of  law,  (3)  for  unlawful
distributions  under Section 14-2-832 of the GBCC, or (4) for any transaction in
which the director obtained an improper personal benefit.

         Section  14-2-857 of the GBCC  provides that an officer of MCI WorldCom
(but not an employee or agent generally) who is not a director has the mandatory
right of indemnification granted to directors under Section 14-2-852, subject to
the same  limitations  as described  above.  In addition,  MCI WorldCom  may, as
provided  either by MCI  WorldCom's  Second  Amended  and  Restated  Articles of
Incorporation,  as amended,  by MCI WorldCom's  Restated  Bylaws,  by general or
specific  actions  by its board of  directors,  or by  contract,  indemnify  and
advance  expenses to an officer,  employee or agent who is not a director to the
extent that such indemnification is consistent with public policy.

         The indemnification  provisions of Article X of MCI WorldCom's Restated
Bylaws and Article Twelve of MCI WorldCom's Second Amended and Restated Articles
of Incorporation,  as amended,  are consistent with the foregoing  provisions of
the GBCC.  However,  MCI  WorldCom's  Second  Amended and  Restated  Articles of
Incorporation,  as amended,  prohibit  indemnification of a director who (1) did
not  believe in good faith that his or her  actions  were in, or not opposed to,
MCI WorldCom's best interests,  (2) improperly received a personal benefit,  (3)
in the case of a criminal proceeding, had reasonable cause to believe his or her
conduct was unlawful,  (4) in the case of a proceeding by or in the right of the
MCI WorldCom,  was adjudged  liable to MCI WorldCom,  unless a court  determines
that the director is fairly and reasonably  entitled to  indemnification in view
of  all  of  the  circumstances.  MCI  WorldCom's  Restated  Bylaws  extend  the
indemnification available to officers under the GBCC to employees and agents.

                                      II-2
<PAGE>

         MCI WorldCom has agreed to indemnify the Selling  Shareholders  against
certain liabilities, including certain liabilities under Federal securities laws
and the Selling  Shareholders  have agreed to  indemnify  MCI  WorldCom  against
certain  liabilities,  including certain  liabilities  under Federal  securities
laws.

ITEM 16. EXHIBITS.

         See Exhibit Index.

ITEM 17. UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (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;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  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 this  registration  statement.  Notwithstanding  the foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the SEC pursuant to Rule 424(b) if, in the aggregate,  the changes
         in volume and price  represent no more than a 20% change in the maximum
         aggregate  offering price set forth in the "Calculation of Registration
         Fee" table in the effective registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  registration
         statement  or  any  material   change  to  such   information  in  this
         registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  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  Securities  Exchange  Act of 1934 that are
incorporated by reference in this registration statement.

         (2) That, for  the  purpose of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a view 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.

         (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.

         (4) For purposes of determining any liability under the Securities  Act
of 1933, each  filing of  the  registrant's  annual  report pursuant  to Section
13(a) or  Section  15(d)  of the  Securities  Exchange  Act of  1934(and,  where
applicable,  each filing of an employee benefit 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.
                                      II-3

<PAGE>

         (5) Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, we
have been  advised that in the opinion of the SEC that such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  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  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                      II-4

<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Clinton, State of Mississippi, on August 17, 1999.


                                           MCI WORLDCOM, INC.


                                           By:  /s/ Scott D. Sullivan
                                              ----------------------------------
                                              Scott D. Sullivan
                                              Chief Financial Officer


                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Bernard J. Ebbers,  Scott D. Sullivan and Charles T. Cannada,  and each
of them  (with  full  power to each of them to act  alone),  his or her true and
lawful  attorneys in fact and agents for him or her and on his or her behalf and
in his or her name,  place and stead,  in any and all capacities to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to file the same,  with exhibits and any and all other documents
filed with respect thereto,  with the Securities and Exchange Commission (or any
other governmental or regulatory authority),  granting unto said attorneys,  and
each of them,  full power and  authority to do and to perform each and every act
and thing  requisite and necessary to be done in and about the premises in order
to  effectuate  the same as fully to all intents and purposes as he or she might
or could do if personally present, hereby ratifying and confirming all that said
attorneys  in fact and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

          Name                     Title                             Date
          ----                     -----                             ----



/s/ Clifford L. Alexander, Jr.
- -------------------------------   Director                       August 17, 1999
   Clifford L. Alexander, Jr.


     /s/ James C. Allen
- -------------------------------   Director                       August 17, 1999
      James C. Allen


     /s/ Judith Areen
- -------------------------------   Director                       August 17, 1999
       Judith Areen


    /s/ Carl J. Aycock
- -------------------------------   Director                       August 17, 1999
      Carl J. Aycock


    /s/ Max E. Bobbitt
- -------------------------------   Director                       August 17, 1999
       Max E. Bobbitt


                                      II-5

<PAGE>


    /s/ Bernard J. Ebbers
- -------------------------------   Director, President and Chief  August 17, 1999
      Bernard J. Ebbers           Executive Officer (Principal
                                  Executive Officer)


    /s/ Francesco Galesi
- -------------------------------   Director                       August 17, 1999
      Francesco Galesi


  /s/ Stiles A. Kellett, Jr.
- -------------------------------   Director                       August 17, 1999
    Stiles A. Kellett, Jr.


   /s/ Gordon S. Macklin
- -------------------------------   Director                       August 17, 1999
     Gordon S. Macklin


    /s/ John A. Porter
- -------------------------------   Director                       August 17, 1999
       John A. Porter


    /s/ Timothy F. Price
 -------------------------------  Director                       August 17, 1999
      Timothy F. Price


   /s/ Bert C. Roberts, Jr.
- -------------------------------   Chairman of the Board          August 17, 1999
     Bert C. Roberts, Jr.


    /s/ John W. Sidgmore
- -------------------------------   Director                       August 17, 1999
       John W. Sidgmore



   /s/ Scott D. Sullivan
- -------------------------------   Director and Chief Financial   August 17, 1999
      Scott D. Sullivan           Officer (Principal Financial
                                  Officer and Principal
                                  Accounting Officer)



   /s/ Lawrence C. Tucker                                        August 17, 1999
- -------------------------------   Director
     Lawrence C. Tucker

                                      II-6

<PAGE>



    /s/ Juan Villalonga
- --------------------------------  Director                       August 17, 1999
      Juan Villalonga

                                      II-7

<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT NO.                                          DESCRIPTION

2.1           Agreement  and Plan of Merger dated as of  November  9, 1997 among
              MCI  WorldCom,  TC   Investments  Corp.  and  MCI   Communications
              Corporation  (incorporated  by  reference to  Exhibit  2.1  to the
              Company's  Current  Report  on Form  8-K  dated  November  9, 1997
              (filed November 12, 1997) (File No. 0-11258))*

2.2           Agreement    dated  as   of    November  9,  1997  among   British
              Telecommunications   plc,  MCI  WorldCom  and  MCI  Communications
              Corporation  (incorporated  by  reference to  Exhibit  99.1 to the
              Company's   Current  Report on Form 8-K  dated  November  9,  1997
              (filed November 12, 1997) (File No. 0-11258))*

2.3           Agreement and Plan of  Merger, dated as  of September 7, 1997,  by
              and among H&R  Block,  Inc.,  H&R  Block  Group,  Inc., CompuServe
              Corporation,  MCI WorldCom, and Walnut Acquisition Company, L.L.C.
              (incorporated herein by reference to Exhibit 2.1 to the  Company's
              Current  Report  on   Form  8-K  dated September 7, 1997 (File No.
               0-11258))*

2.4           Purchase and Sale Agreement by  and  among America  Online,  Inc.,
              ANS   Communications,  Inc.  and   MCI   WorldCom,   dated  as  of
              September  7,  1997  (incorporated  herein by reference to Exhibit
              2.4  to the Company's  Current Report on Form 8-K dated  September
              7, 1997 (File No. 0-11258))*

2.5           Amended and Restated  Agreement  and Plan  of Merger  dated as  of
              October 1, 1997 by and among MCI  WorldCom,  BV  Acquisition, Inc.
              and  Brooks  Fiber  Properties,   Inc. (incorporated  by reference
              to Exhibit 2.1 to  WorldCom's  Registration  Statement on Form S-4
              (File No. 333-43253))*

3.1           Second  Amended  and  Restated  Articles of Incorporation  of  MCI
              WORLDCOM,   Inc. (including preferred  stock   designations),   as
              amended  as  of  May  20,  1999 (incorporated  herein by reference
              to  Exhibit  4.1 of MCI WorldCom's  Quarterly  Report on Form 10-Q
              for the quarterly period ended June 30, 1999) (File No. 0-11258)

3.2           Restated  Bylaws of MCI WORLDCOM,  Inc.  (incorporated  herein  by
              reference to Exhibit 3.2 to MCI  WORLDCOM,  Inc.'s  Current Report
              on Form 8-K dated  September  14, 1998) (Filed September 29, 1998)
              (File No. 0-11258)

4.1           See Exhibit 3.1.

4.2           See Exhibit 3.2.

4.3           Rights  Amendment  dated  as  of  August  25,  1996   between  MCI
              WorldCom  and  The  Bank  of  New  York,  which  includes the form
              of  Certificate of   Designations,   setting  forth  the  terms of
              the  Series  3  Junior  Participating  Preferred  Stock, par value
              $.01 per  share, as  Exhibit  A,  the  form of  Rights Certificate
              as  Exhibit  B and  the   Summary  of  Preferred   Stock  Purchase
              Rights  as   Exhibit  C  (incorporated  herein  by   reference  to
              Exhibit 4 to the Current Report on Form 8-K dated  August 26, 1996
              (as  amended)  filed  by  MCI  WorldCom  with  the Securities  and
              Exchange Commission on August 26, 1996 (File No. 0-11258))

4.4           Amendment  No. 1  to  Rights  Agreement  dated as of May 22,  1997
              by and  between  MCI WorldCom  and The Bank of New York, as Rights
              Agent  (incorporated  herein  by reference to  Exhibit  4.2 to MCI
              WorldCom's Current Report on Form 8-K dated  May 22,  1997  (filed
              June 6, 1997) (Filed No. 0-11258))

5.1           Opinion of Counsel re: legality

23.1          Consent of Arthur Andersen LLP


                                      II-7
<PAGE>

23.2          Consent of KPMG LLP

23.3          Consent of Arthur Andersen LLP

23.4          Consent of PricewaterhouseCoopers LLP

23.5          Consent of Counsel (included in Exhibit 5.1)

24.1          Power of Attorney (included in signature page)

- --------------------------------

*The registrant hereby  agrees to furnish  supplementally a copy  of any omitted
 schedules to  this  Agreement  to  the  Securities and Exchange Commission upon
 request.

                                      II-8



                                                                     EXHIBIT 5.1


                                 August 17, 1999


Board of Directors
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi  39056

Ladies and Gentlemen:

         I am General Counsel -- Corporate Development of MCI WORLDCOM,  Inc., a
Georgia  corporation  (the  "Company"),  and am  familiar  with  a  Registration
Statement  on Form  S-3 (the  "Registration  Statement")  to be  filed  with the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933,  as amended (the  "Securities  Act"),  relating to the proposed  public
offering and sale of shares (the  "Shares") of Common Stock,  par value $.01 per
share,  of the  Company  issued to the  selling  shareholders  named  therein in
connection with the Agreement and Plan of Merger dated as of May 20, 1999 by and
among  the  Company,  Purple  Acquisition   Subsidiary,   Inc.,  a  wholly-owned
subsidiary of the Company, E.L. Acquisition,  Inc., a Delaware corporation,  and
PrimeOne, L.P., a Delaware limited partnership (the "Merger Agreement").

         In   connection   herewith,   I  have   examined  and  relied   without
investigation as to matters of fact upon the Registration  Statement,  including
the prospectus  contained  therein,  the Second Amended and Restated Articles of
Incorporation, as amended, and the Restated Bylaws of the Company, certificates,
statements  and  results of  inquiries  of public  officials  and  officers  and
representatives  of the Company,  and such other documents,  corporate  records,
opinions and instruments as I have deemed  necessary or appropriate to enable me
to render the opinions  expressed  below. I have assumed the  genuineness of all
signatures  appearing  on  documents  examined by me, the legal  competence  and
capacity of each person that executed  documents,  the authenticity of documents
submitted to me as originals and the conformity to authentic  original documents
of all documents submitted to me as certified or photostatic copies. I have also
assumed the due authorization, execution and delivery of all documents.

         Based  upon the  foregoing,  in  reliance  thereon  and  subject to the
exceptions,  qualifications  and limitations stated herein and the effectiveness
of the  Registration  Statement  under the Securities Act, I am of the following
opinions:

         1. The Company is  a corporation validly existing under the laws of the
State of Georgia; and

         2. The Shares,  when issued in accordance  with the terms of the Merger
Agreement, will be validly issued, fully paid and non-assessable.

         This  opinion is not  rendered  with respect to any laws other than the
latest  codification of the Georgia  Business  Corporation Code available to me.
This  opinion  has not been  prepared  by an  attorney  admitted  to practice in
Georgia.

         I hereby  consent to the filing of this  opinion as Exhibit  5.1 to the
aforesaid  Registration  Statement. I also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with agencies of such states

                                      II-9

<PAGE>

as you deem  necessary in the course of  complying  with the laws of such states
regarding the offering and sale of the Shares. In giving this consent,  I do not
admit that I am in the  category  of persons  whose  consent is  required  under
Section 7 of the Securities Act or the rules and regulations of the Commission.


                                         Very truly yours,


                                         /s/ P. Bruce Borghardt
                                         ---------------------------------------
                                         P. Bruce Borghardt
                                         General Counsel - Corporate Development


                                     II-10




                                                                    EXHIBIT 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement on Form S-3, to be filed on or around
August  17,  1999,  of our report  dated  February  10,  1999,  included  in MCI
WORLDCOM,  Inc.'s Form 10-K for the year ended  December  31,  1998,  and to all
references to our Firm included in this registration statement.


                                          /S/ ARTHUR ANDERSEN LLP

Jackson, Mississippi,
August 17, 1999.

                                     II-11




                                                                    EXHIBIT 23.2


                          Independent Auditors' Consent

The Board of Directors and Shareholders
MCI WORLDCOM, Inc.:

We consent to incorporation  by reference in the registration  statement on Form
S-3 of MCI WORLDCOM, Inc. of our report dated February 18, 1998, relating to the
consolidated balance sheet of Brooks Fiber Properties,  Inc. and subsidiaries as
of December 31, 1997,  and the related  consolidated  statements of  operations,
changes  in  shareholders'  equity,  and cash flows for each of the years in the
two-year  period ended December 31, 1997,  which report appears in MCI WORLDCOM,
Inc.'s Form 10-K for the year ended  December  31, 1998 and to the  reference to
our firm in this registration statement under the heading "Accounting Experts."


                                              /S/ KPMG LLP

St. Louis, Missouri
August 17, 1999

                                     II-12



                                                                    EXHIBIT 23.3

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement on Form S-3, to be filed on or around
August 17, 1999,  of our reports dated  February 20, 1997,  on the  Consolidated
Financial  Statements  of  MFS  Communications  Company,  Inc.  included  in MCI
WORLDCOM, Inc.'s Current Report on Form 8-K dated August 25, 1996, as amended by
Form  8-K/A  filed on  December  19,  1997,  and to all  references  to our Firm
included in this registration statement.


                                            /S/ ARTHUR ANDERSEN LLP

Omaha, Nebraska,
August 17, 1999.

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                                                                    EXHIBIT 23.4


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-3 of MCI  WORLDCOM,  Inc. of our report dated April 9, 1998
related  to  the  consolidated   financial   statements  of  MCI  Communications
Corporation  as of  December  31,  1997 and 1996,  and for the three years ended
December 31, 1997 which appears in MCI WORLDCOM,  Inc.'s  Current Report on Form
8-K/A-3  dated  November 9, 1997 (filed May 28,  1998).  We also  consent to the
references to us under the headings  "Accounting  Experts" in such  Registration
Statement.



                                             /S/ PricewaterhouseCoopers LLP
Washington, D.C.
August 17, 1999

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