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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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