MCI WORLDCOM INC
424B3, 2000-03-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                   PROSPECTUS SUPPLEMENT DATED MARCH 29, 2000
                       TO PROSPECTUS DATED AUGUST 17, 1999

                               MCI WORLDCOM, INC.

                        3,982,700 SHARES OF COMMON STOCK

         This  prospectus  supplement  should  be read in  conjunction  with the
Prospectus  dated  August  17,  1999  (the   "Prospectus")  and  the  Prospectus
Supplement dated November 22, 1999 (the "Prospectus Supplement").  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 March
28,  2000  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)(2)     Offering (1)(2)(3)
- ----                                                       -------------------    -------------------
<S>                                                        <C>                      <C>

Coditel, S.A.                                                1,657,783                      0
Prime VIII, L.P.                                                    14                      0
Allstate Insurance Company                                     590,520                566,772
BancBoston Capital                                              23,827                      0
Board of Regents of the University of Texas System              85,998                 66,936
CIBC Capital Corporation                                        23,455                      0
Coditel U.S. Inc.                                               98,073                      0
CVF, LLC                                                         4,668                      0
Deevy, Brian                                                    17,357                 15,000
Dolan, Charles F.                                                9,336                      0
DLJ Fund Investment Partners II, LP                              6,406                      0
DLJ Private Equity Employees Fund, LP                              585                      0
DLJ Private Equity Partners Fund, LP                            16,460                      0
Fortress Venture Capital II, L.P.                                2,357                      0
GC Investments, LLC                                            105,724                  7,650
Go-Tea '98 Investment Parntership, Ltd.                          2,332                      0
Hunt (Caroline) Trust Estate                                     4,722                      0
LBJ Capital, L.P.                                                2,332                      0
Marchbanks, Gregory S.                                          20,718                  3,600
Merit Life Insurance Company                                     9,382                      0
Myer, Robert L.                                                  2,332                      0
Permanent University Fund of the State of Texas                 76,252                      0
PNC Venture Corp.                                               35,254                      0
Prime II Investments, L.P.                                      15,861                      0
Rosewood Financial, Inc.                                        11,803                      0
Silver Partners                                                 23,827                      0
Sowell Construction Co., Inc.                                    9,433                      0
Toronto Dominion Investments, Inc.                              23,827                      0
(continued)

<PAGE>

                                                           Shares Beneficially    Shares Beneficially
                                                           Owned Prior To         Owned After the
Name                                                       the Offering(1)(2)     Offering (1)(2)(3)
- ----                                                       -------------------    -------------------

Vulcan Ventures Inc.                                            23,827                      0
Prime SKA-I LLC                                                      4                      0
Robert W. Hughes                                                14,504                  3,900
Dean M. Greenwood                                               11,996                      0
William P. Glasgow                                              11,384                      0
Duncan T. Butler, Jr.                                           22,841                      0
Steve Tarr                                                         800                      0
Danny Fennewald                                                  1,900                    300
Renee Pepin                                                        267                      0
Thomson Consumer Electronics, Inc.                             552,595                      0
E.L. Management Services, LLC                                    1,647                      0
Lehman Brothers, Inc. as Pledgee for Mark Greenberg             18,000                      0
Mark Greenberg                                                  63,865                      0
Michael Sherwin                                                 47,784                      0
Lehman Brothers, Inc. as Pledgee for Walter Ferguson            12,000                      0
Walter Ferguson                                                 39,208                      0
Michael P. Haas                                                 37,102                      0
Lehman Brothers, Inc. as Pledgee for Ben Marz                   15,000                      0
Ben Marz                                                        21,402                      0
Ted Williams                                                    20,943                      0
Robert I. Gale, III                                              4,048                      0
Frederick K. Gale                                                4,048                      0
Miriam Gale                                                      1,000                      0
Ronda Stahl                                                     10,485                      0
Lehman Brothers, Inc. as Pledgee for Jamin Patrick              18,000                      0
Jamin Patrick                                                   21,658                      0
Pacific Telesis Group                                          395,130                      0
E.L. Local Management, L.P.                                      1,647                      0
PrimeOne, L.P. as nominee                                       32,928 (4)                  0
Norman Jasper                                                    2,959                      0
James K. Waldo (5)                                              32,520                      0
Almis J. Kuolas (5)                                             21,681                      0
Debbie Jo Severin (5)                                           21,681                      0
Regina A. Friedrich (5)                                         21,681                      0
James K. Baumann (5)                                            21,681                      0
John W. Montgomery (5)                                          21,681                      0
Judith Harris                                                   21,682                      0
Roger P. Conrad (5)                                             21,682                  1,500
Gary Tapia (5)                                                  10,839                      0
Terison L. Gregory (5)                                           5,421                      0
Alan Dale Carstensen (5)                                         5,421                      0
Gary M. Halpenny (5)                                             5,421                      0
David T. Jew (5)                                                 5,421                      0
Kathleen W. Roach (5)                                            5,421                      0
Joseph Craig Howard (5)                                          5,421                      0
William C. Eles Jr. (5) & Cynthia A. Eles                        5,421                      0
Allen Barnes                                                     1,905                      0
Gretchen Ellis                                                     477                      0
Prime II Mangement, Inc.                                       123,261                      0
Karyn Buchanan                                                      30                      0
                                                           -----------              ---------
         TOTAL                                               4,648,358                665,658

<PAGE>

<FN>
(1)  These shares  represent a 3:2 stock split which took effect on December 31,
     1999.

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

(3)  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.

(4)  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.

(5)  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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