WORLDCOM INC/GA//, 424B5, 2000-05-22

WORLDCOM INC/GA//
424B5, 2000-05-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE>
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(5)
(TO PROSPECTUS DATED MAY 12, 2000) REGISTRATION NO. 333-34578
$5,000,000,000

[LOGO]
WORLDCOM, INC.
$1,500,000,000 Floating Rate Notes due 2001
$1,000,000,000 7.875% Notes due 2003
$1,250,000,000 8.000% Notes due 2006
$1,250,000,000 8.250% Notes due 2010
------------------

The floating rate notes will mature on November 26, 2001, the 7.875% notes
will mature on May 15, 2003, the 8.000% notes will mature on May 15, 2006, and
the 8.250% notes will mature on May 15, 2010. Interest on the floating rate
notes is payable quarterly on February 24, May 24, August 24 and November 24,
beginning August 24, 2000. Interest on the notes due 2003, the notes due 2006
and the notes due 2010 is payable semiannually on May 15 and November 15,
beginning November 15, 2000. We may redeem some or all of the notes due 2006 and
the notes due 2010 at any time. We describe the redemption price under the
heading "Description of the Notes--Optional Redemption" on page S-30 of this
prospectus supplement.

WorldCom has applied to have the notes listed on the Luxembourg Stock
Exchange.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE RELATED PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FOR A DISCUSSION OF RISKS ASSOCIATED WITH OUR PENDING MERGER WITH SPRINT,
SEE "SPRINT MERGER--RISK FACTORS RELATING TO THE SPRINT MERGER" BEGINNING ON
PAGE S-6.
------------------------

<TABLE>
<CAPTION>
PUBLIC OFFERING UNDERWRITING PROCEEDS TO
PRICE DISCOUNT WORLDCOM
--------------- ------------ --------------
<S> <C> <C> <C>
Per Floating Rate
Note 100% .150% 99.850%
Total $1,500,000,000 $ 2,250,000 $1,497,750,000
Per 7.875% Note 99.541% .250% 99.291%
Total $ 995,410,000 $ 2,500,000 $ 992,910,000
Per 8.000% Note 98.935% .375% 98.560%
Total $1,236,687,500 $ 4,687,500 $1,232,000,000
Per 8.250% Note 98.489% .450% 98.039%
Total $1,231,112,500 $ 5,625,000 $1,225,487,500
-------------- ----------- --------------
Combined Total $4,963,210,000 $15,062,500 $4,948,147,500
(before expenses)
</TABLE>

Interest on the notes will accrue from May 24, 2000 to the date of delivery.
------------------------

The underwriters are offering the notes subject to various conditions. The
underwriters expect to deliver the notes to purchasers in book-entry form only
through the facilities of The Depository Trust Company, Clearstream, Luxembourg
or the Euroclear System, as the case may be, on or about May 24, 2000.
------------------------

SALOMON SMITH BARNEY J.P. MORGAN & CO.
----------------

BANC OF AMERICA SECURITIES LLC

CHASE SECURITIES INC.

LEHMAN BROTHERS

BLAYLOCK & PARTNERS, L.P.

CREDIT SUISSE FIRST BOSTON

DEUTSCHE BANC ALEX. BROWN

GOLDMAN, SACHS & CO.

UBS WARBURG LLC

May 19, 2000
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT.

TABLE OF CONTENTS

<TABLE>
<S> <C>
PROSPECTUS SUPPLEMENT
Cautionary Statement Regarding Forward
Looking Statements.................. S-3
WorldCom.............................. S-3
Sprint Merger......................... S-4
Capitalization........................ S-7
Use of Proceeds....................... S-7
Directors and Executive Officers...... S-8
Selected Historical Financial Data.... S-9
Unaudited Pro Forma Condensed Combined
Financial Statements................ S-17
Description of the Notes.............. S-26
United States Taxation For Non-U.S.
Holders............................. S-37
Underwriting.......................... S-39
Where You Can Find More Information... S-41
Legal Matters......................... S-42

General Information................... S-42
PROSPECTUS
About This Prospectus................. 2
Where You Can Find More Information... 3
Cautionary Statement Regarding
Forward-Looking Statements.......... 4
WorldCom.............................. 5
Recent Developments................... 5
Use of Proceeds....................... 6
Ratio of Earnings to Fixed Charges.... 7
Description of Debt Securities........ 7
Plan of Distribution.................. 17
Book-Entry Debt Securities............ 18
Certain United States Federal Income
Tax Documentation Requirements for
Non-U.S. Holders.................... 20
Lawyers............................... 22
Experts............................... 22
</TABLE>

References to "WorldCom" in this prospectus supplement and in the
accompanying prospectus, and to "we," "us" and "our" in both this prospectus
supplement and the accompanying prospectus are references to WorldCom, Inc.

This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange for the purpose of giving
information with regard to us. WorldCom accepts responsibility for the
information contained in this prospectus supplement and the accompanying
prospectus. The Luxembourg Stock Exchange takes no responsibility for the
contents of this document, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents
of this prospectus supplement and the accompanying prospectus.

We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange. Inquiries regarding our listing status on the Luxembourg Stock
Exchange should be directed to our Luxembourg listing agent, Kredietbank S.A.
Luxembourg, Kredietbank S.A. Luxembourgeoise, 43, Boulevard Royal, L-2955,
Luxembourg.

The notes are offered globally for sale in those jurisdictions in the United
States, Europe, Asia and elsewhere where it is lawful to make such offers. The
distribution of this prospectus supplement and the accompanying prospectus and
the offering of the notes in some jurisdictions may be restricted by law.
Persons who receive this prospectus supplement and the prospectus should inform
themselves about and observe any such restrictions. This prospectus supplement
and the prospectus do not constitute, and may not be used in connection with, an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation. See "Underwriting" beginning on page S-39.

Reference herein to "$" and "dollars" are to United States dollars.

S-2
<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The following statements are or may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995:

- any statements contained or incorporated herein regarding possible or
assumed future results of operations of WorldCom's business, anticipated
cost savings or other synergies, the markets for WorldCom's services and
products, anticipated capital expenditures, the outcome of Euro conversion
efforts, regulatory developments or competition;

- any statements preceded by, followed by or that include the words
"intends," "estimates," "believes," "expects," "anticipates," "should,"
"could," or similar expressions; and

- other statements contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus regarding matters that are not
historical facts.

These statements are subject to risks and uncertainties. You should
understand that certain important factors, in addition to the factors discussed
in the documents we incorporate by reference in this prospectus supplement or
the accompanying prospectus, could affect our future results and could cause
those results to differ materially from those expressed in our forward-looking
statements. You should not place undue reliance on any of our forward-looking
statements, which speak only as of the date of those statements. The important
factors that could cause actual results to differ materially from those in the
forward-looking statements include, without limitation:

- whether the Sprint merger is completed and the ability to integrate the
operations of WorldCom and Sprint, including their respective products and
services;

- the effects of vigorous competition in the markets in which we operate;

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

- risks of international business;

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

- contingent liabilities;

- the impact of competitive services and pricing;

- risks associated with the Euro conversion efforts;

- risks associated with 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.

Our independent public accountants have not examined or compiled the
forward-looking statements referred to above or any forecasts or other
projections incorporated by reference in this prospectus supplement or the
accompanying prospectus and, accordingly, they do not provide any assurance with
respect to such statements.

The cautionary statements contained or referred to in this section should be
considered in connection with any subsequent written or oral forward-looking
statements that may be issued by us or persons acting on our behalf. We do not
undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date of
this prospectus supplement or the accompanying prospectus or to reflect the
occurrence of unanticipated events.

WORLDCOM

Organized in 1983, WorldCom, Inc., a Georgia corporation, provides a broad
range of communications, outsourcing and managed network services to both U.S.
and non-U.S. based

S-3
<PAGE>
corporations. We are a global communications company utilizing a
facilities-based, on-net strategy throughout the world. The on-net approach
allows our customers to send data streams or voice traffic across town, across
the U.S., or to any of our facilities-based networks in Europe or Asia, without
ever leaving the confines of our network. The on-net approach provides our
customers with superior reliability and low operating costs. Prior to
September 15, 1998, we were named WorldCom, Inc. From September 15, 1998 through
April 30, 2000, we were named MCI WORLDCOM, Inc. Effective May 1, 2000, we
changed our name back to WorldCom, Inc.

We leverage our facilities-based networks to focus on data and the Internet.
We provide the building blocks or foundation for the new e-conomy. Whether it is
an emerging e-business or a larger, more established company who is embracing an
e-business approach, we provide the communications infrastructure to help make
them successful. From private networking--frame relay and asynchronous transfer
mode--to high capacity Internet and related services, to hosting for complex,
high volume mega-sites, to turn-key network management and outsourcing, we
provide the broadest range of Internet and traditional, private networking
services available from any provider.

We serve as a holding company for our subsidiaries' operations, which means
that we are the ultimate parent for a group of companies, including subsidiaries
and other organizations, operating in over 65 countries around the world. 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. Voice and
data includes voice, data and other types of domestic communications services.
Internet includes Internet services. International operations provide voice,
data, Internet and other similar types of communications services to customers
primarily in Europe, the Asia Pacific region and Brazil.

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

SPRINT MERGER

On October 5, 1999, we announced that we had entered into an Agreement and
Plan of Merger dated as of October 4, 1999, which was amended and restated on
March 8, 2000, between WorldCom and Sprint Corporation. Under the terms of the
Sprint merger agreement, Sprint will merge with and into WorldCom.

Sprint is a diversified telecommunications company, providing long distance,
local and wireless communications services. Sprint's business is organized in
two groups: the Sprint PCS group and Sprint FON group. Sprint built and operates
the United States' first nationwide all-digital, fiber-optic network and is a
leader in advanced data communications services. In 1999 Sprint had $20 billion
in annual revenues and served more than 20 million business and residential
customers. Additional information regarding Sprint and the Sprint merger
agreement is contained in our Current Report on Form 8-K-1 dated April 11, 2000
(filed April 11, 2000), which is incorporated by reference into this prospectus
supplement.

Under the merger agreement with Sprint, each outstanding share of Sprint FON
common stock will be exchanged for $76.00 of WorldCom common stock, subject to a
collar. In addition, each share of Sprint PCS common stock will be exchanged for
one share of a new WorldCom PCS tracking stock and 0.116025 shares of WorldCom
common stock. The terms of the WorldCom PCS tracking stock will be virtually
identical to the terms of Sprint PCS common stock and will be designed to track
the performance of the PCS business of the surviving company in the Sprint
merger. Holders of Sprint class A stock will receive an amount of WorldCom
common stock and WorldCom PCS tracking stock as if such class A stock had been
converted into Sprint FON common stock and Sprint PCS common stock immediately
before the Sprint merger. Holders of the other classes or series of Sprint
capital stock will receive one share of a class or series of our capital stock
with virtually identical terms, which will be established in connection with the
Sprint merger, for each share of Sprint capital stock that they

S-4
<PAGE>
own. Sprint has announced that it will redeem for cash each outstanding share of
the Sprint first and second series preferred stock on May 25, 2000. The Sprint
merger will be accounted for as a purchase and will be tax-free to Sprint
stockholders.

The actual number of shares of WorldCom common stock to be exchanged for
each share of Sprint FON common stock will be determined based on the average
trading prices of WorldCom common stock prior to the closing, but will not be
less than 1.4100 shares (if the average trading price of WorldCom common stock
equals or exceeds $53.9007) or more than 1.8342 shares (if the average trading
price of WorldCom common stock equals or is less than $41.4350).

Consummation of the Sprint merger is subject to various conditions set forth
in the merger agreement with Sprint, including the adoption of the merger
agreement by stockholders of Sprint, the approval of the Sprint merger by
shareholders of WorldCom, the approval of the issuance of WorldCom capital stock
in the Sprint merger by shareholders of WorldCom, certain U.S. and foreign
regulatory approvals and other customary conditions. On April 28, 2000, special
meetings of the shareholders of WorldCom and Sprint were held and the merger
proposals were adopted and approved. It is anticipated that the Sprint merger
will close in the second half of 2000. Additionally, if the Sprint merger is
consummated, the integration and consolidation of Sprint would require
substantial management and financial resources and involve a number of
significant risks, including potential difficulties in assimilating technologies
and services of Sprint and in achieving anticipated synergies and cost
reductions.

Sprint's business is organized in two groups: the Sprint FON group and the
Sprint PCS group.

SPRINT FON

LONG DISTANCE. The long distance division is the nation's third-largest
long distance phone company. It operates a nationwide, all-digital long distance
communications network that uses fiber-optic and electronic technology. The
division primarily provides domestic and international voice, video and data
communications services.

LOCAL DIVISION. The local division consists of regulated local phone
companies serving more than 8 million access lines in 18 states. It provides
local phone services, access for phone customers and other carriers to its local
network, sales of telecommunications equipment, and long distance services
within certain regional calling areas.

PRODUCT DISTRIBUTION AND DIRECTORY PUBLISHING BUSINESSES. The product
distribution business provides wholesale distribution services of
telecommunications products. The directory publishing business publishes and
markets white and yellow page phone directories.

SPRINT ION(SM). Sprint is developing and deploying new integrated
communications services, referred to as Sprint ION. Sprint ION extends Sprint's
existing network capabilities to the customer and enables Sprint to provide the
network infrastructure to meet customers' demands for advanced services
including integrated voice, data, Internet and video. It is also expected to be
the foundation for Sprint to provide advanced services in the competitive local
service market.

OTHER VENTURES. The "other ventures" segment includes the cable TV service
operations of the broadband fixed wireless companies acquired in 1999.

This segment also includes the FON Group's investments in: EarthLink, Inc.,
an Internet service provider; Call-Net, a long distance provider in Canada
operating under the Sprint brand name; and certain other telecommunications
investments and ventures.

SPRINT PCS

The PCS Group includes Sprint's domestic wireless PCS operations. It
operates the only 100% digital PCS wireless network in the United States with
licenses to provide service nationwide using a

S-5
<PAGE>
single frequency and a single technology. At year-end 1999, the PCS Group,
together with affiliates, operated PCS systems in over 360 metropolitan markets,
including the 50 largest U.S. metropolitan areas. The PCS Group has licenses to
serve more than 270 million people in all 50 states, Puerto Rico and the U.S.
Virgin Islands. The PCS Group's service, including affiliates, now reaches
nearly 190 million people. The PCS Group provides nationwide service through:

- operating its own digital network in major U.S. metropolitan areas,

- affiliating with other companies, mainly in and around smaller U.S.
metropolitan areas,

- roaming on other providers' analog cellular networks using dual
band/dual-mode handsets, and

- roaming on other providers' digital PCS networks that use code division
multiple access.

RISK FACTORS RELATING TO THE SPRINT MERGER

PROSPECTIVE PURCHASERS OF THE NOTES SHOULD CAREFULLY CONSIDER ALL OF THE
INFORMATION CONTAINED AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, INCLUDING THE FOLLOWING FACTORS, IN
EVALUATING WORLDCOM AND ITS BUSINESS. IN PARTICULAR, PROSPECTIVE INVESTORS
SHOULD NOTE THAT THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND THE DOCUMENTS
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS CONTAIN OR INCORPORATE BY REFERENCE FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT AND THAT ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH STATEMENTS. SEE
"CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS" ON PAGE S-3. THE
FACTORS LISTED BELOW REPRESENT CERTAIN IMPORTANT FACTORS WORLDCOM BELIEVES COULD
CAUSE SUCH RESULTS TO DIFFER. THESE FACTORS ARE NOT INTENDED TO REPRESENT A
COMPLETE LIST OF THE GENERAL OR SPECIFIC RISKS THAT MAY AFFECT WORLDCOM. YOU
SHOULD RECOGNIZE THAT OTHER RISKS MAY BE SIGNIFICANT, PRESENTLY OR IN THE
FUTURE, AND THE RISKS SET FORTH BELOW MAY AFFECT WORLDCOM TO A GREATER EXTENT
THAN INDICATED.

- THE FAILURE TO SUCCESSFULLY INTEGRATE WORLDCOM AND SPRINT BY MANAGING THE
SIGNIFICANT CHALLENGES OF THE INTEGRATION MAY RESULT IN WORLDCOM NOT
ACHIEVING THE ANTICIPATED POTENTIAL BENEFITS OF THE MERGER. WorldCom and
Sprint will face significant challenges in consolidating functions,
integrating their organizations, procedures, operations and product lines
in a timely and efficient manner, and retaining key WorldCom and Sprint
personnel. The integration of WorldCom and Sprint will be complex and
time-consuming. The consolidation of operations will require substantial
attention from management. The diversion of management attention and any
difficulties encountered in the transition and integration process could
have a material adverse effect on the revenues, level of expenses and
operating results of WorldCom.

- THE MERGER IS SUBJECT TO THE RECEIPT OF CONSENTS AND APPROVALS FROM
VARIOUS GOVERNMENT ENTITIES, WHICH MAY JEOPARDIZE OR DELAY COMPLETION OF
THE MERGER OR REDUCE THE ANTICIPATED BENEFITS OF THE MERGER. Completion of
the merger is conditioned upon filings with, and the receipt of required
consents, orders, approvals or clearances from various governmental
agencies, both foreign and domestic, including the Federal Trade
Commission, the Antitrust Division, European antitrust authorities, the
Federal Communications Commission and state public utility or service
commissions. These consents, orders, approvals and clearances may impose
conditions on or require divestitures relating to the divisions,
operations or assets of WorldCom or Sprint. Such conditions or
divestitures may jeopardize or delay completion of the merger or may
reduce the anticipated benefits of the merger. The merger agreement
provides that neither WorldCom nor Sprint is required to agree to any such
condition or divestiture that individually or in the aggregate would
reasonably be expected to materially impair WorldCom's or Sprint's ability
to achieve the overall benefits expected to be realized from the
completion of the merger.

Additional risks relating to the pending Sprint merger agreement are
contained in our Current Report on Form 8-K-1 dated April 11, 2000 (filed
April 11, 2000), which is incorporated by reference into this prospectus
supplement.

S-6
<PAGE>
CAPITALIZATION

The following table shows our capitalization on a consolidated basis as of
March 31, 2000 and as adjusted for the issuance of the notes offered hereby and
the repayment of existing indebtedness. Except as reflected herein, as of the
date of this prospectus supplement there has been no material change to our
capitalization since March 31, 2000.

<TABLE>
<CAPTION>
MARCH 31, 2000
----------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN MILLIONS)
<S> <C> <C>
Short-term debt:
Commercial paper program.................................. $ 4,341 $ --
Other current maturities of long-term debt................ 1,844 1,844
------- -------
Total current maturities of long-term debt.............. 6,185 1,844
------- -------
Long-term debt:
Floating Rate Notes due 2001............................ -- 1,500
7.875% Notes due 2003................................... -- 1,000
8.000% Notes due 2006................................... -- 1,250
8.250% Notes due 2010 ................................. -- 1,250
Senior notes due 2001--2028............................... 10,707 10,707
Senior debentures due 2023 to 2027........................ 1,438 1,438
Credit facilities......................................... -- --
Other long-term debt, less current portion.................. 1,369 1,369
------- -------
Total long-term debt.................................... 13,514 18,514
------- -------
Subsidiary trust and other mandatorily redeemable preferred
securities................................................ 798 798
Shareholders' investment:
Series B Preferred Stock, par value $.01 per share;
10,920,972 shares authorized, issued and outstanding.... -- --
Preferred Stock, par value $.01 per share; 31,155,008
shares authorized; none issued and outstanding.......... -- --
Common Stock, par value $.01 per share; 5,000,000,000
shares authorized; 2,865,703,217 shares issued and
outstanding............................................. 29 29
Additional paid-in capital................................ 52,340 52,340
Retained earnings......................................... 356 356
Unrealized holding gain on marketable equity securities... 836 836
Cumulative foreign currency translation adjustment........ (324) (324)
Treasury stock, at cost, 6,765,316 shares................. (185) (185)
------- -------
Total shareholders' investment........................ 53,052 53,052
------- -------
Total capitalization................................ $73,549 $74,208
======= =======
</TABLE>

USE OF PROCEEDS

The net proceeds of the offering are estimated to be $4,948,147,500.
WorldCom intends to use the net proceeds of the offering to repay commercial
paper, which was issued for general corporate purposes. At May 18, 2000, we had
$5,171,269,000 outstanding under our commercial paper program, having a weighted
average interest rate of approximately 6.42% and a weighted average maturity of
approximately 24 days. Pending any specific application, we may initially invest
funds in short-term marketable securities or apply them to reduce short-term
indebtedness. Following repayment of such commercial paper, we expect to incur
additional indebtedness under our commercial paper program or otherwise in the
ordinary course of business, in connection with the Sprint merger or otherwise.

S-7
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name and present principal occupation or
employment of each director and executive officer of WorldCom. The business
address of each such person is WorldCom, Inc., Clinton Center Drive, Clinton,
Mississippi 39056.

<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---- ------------------------------------------
<S> <C>
DIRECTORS
Clifford L. Alexander, Jr............................ President of Alexander & Associates, Inc., and
Chairman and Chief Executive Officer of the
Dun & Bradstreet Corporation
James C. Allen....................................... Investment Director and Member of the General
Partner of Meritage Private Equity Fund
Judith Areen......................................... Executive Vice President for Law Center
Affairs and Dean of the Law Center, Georgetown
University
Carl J. Aycock....................................... Independent Financial Administrator
Max E. Bobbitt....................................... Telecommunications Consultant
Bernard J. Ebbers.................................... President and Chief Executive Officer of
WorldCom
Francesco Galesi..................................... Chairman and Chief Executive Officer of the
Galesi Group
Stiles A Kellett, Jr................................. Chairman of Kellett Investment Corp.
Gordon S. Macklin.................................... Corporate Financial Advisor
John A. Porter....................................... Chairman of the Board of TelTek, Inc.
Bert C. Roberts, Jr.................................. Chairman of the Board of WorldCom
John W. Sidgmore..................................... Vice Chairman of the Board of WorldCom
Scott D. Sullivan.................................... Chief Financial Officer and Secretary of
WorldCom
Lawrence C. Tucker................................... General Partner of Brown Brothers Harriman &
Co.
Juan Villalonga...................................... Chairman and Chief Executive Officer of
Telefonica de Espana, S.A.

EXECUTIVE OFFICERS
Bernard J. Ebbers.................................... President and Chief Executive Officer
Bert C. Roberts, Jr.................................. Chairman of the Board
John W. Sidgmore..................................... Vice Chairman of the Board
Scott D. Sullivan.................................... Chief Financial Officer and Secretary
</TABLE>

S-8
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA

WORLDCOM

The selected historical financial data of WorldCom set forth below have been
derived from the historical consolidated financial statements of WorldCom as
they appeared in WorldCom's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 1999, and WorldCom's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
for the period ended March 31, 2000. Results for the three months ended
March 31, 2000 are not necessarily indicative of the results that may be
expected for the entire year.

On September 14, 1998, WorldCom completed a merger with MCI Communications
Corporation. The merger with MCI Communications was accounted for as a purchase.
Accordingly, the operating results of MCI Communications are included from the
date of that acquisition.

Other significant events affecting WorldCom historical earnings trends
included the following:

- In 1998, WorldCom recorded a pre-tax charge of $196 million in connection
with a merger with Brooks Fiber Properties, the merger with MCI
Communications and various asset write-downs and loss contingencies. These
charges included $21 million for employee severance, $17 million for
Brooks Fiber Properties direct merger costs, $38 million for conformance
of Brooks Fiber Properties accounting policies, $56 million for exit costs
under long- term commitments, $31 million for the write-down of a
permanently impaired investment and $33 million related to other asset
write-downs and loss contingencies. Additionally, in connection with
business combinations, WorldCom made allocations of the purchase price to
acquired in-process research and development totaling $429 million in the
first quarter of 1998 related to the merger with CompuServe and the
acquisition of ANS Communications from America Online and $3.1 billion in
the third quarter of 1998 related to the merger with MCI Communications.

- In connection with various debt refinancings, WorldCom recognized 1998
extraordinary items, net of taxes, of $129 million, and 1997 extraordinary
items, net of taxes, of $3 million, in each case, consisting of
unamortized debt discount, unamortized issuance cost and prepayment fees.

- In 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities." This accounting standard required all companies to expense,
on or before March 31, 1999, all start-up costs previously capitalized,
and thereafter to expense all costs of start-up activities as incurred.
This accounting standard broadly defines start-up activities as one-time
activities related to the opening of a new facility, the introduction of a
new product or service, the commencement of business in a new territory,
the establishment of business with a new class of customer, the initiation
of a new process in an existing facility or the commencement of a new
operation. WorldCom adopted this standard as of Janaury 1, 1998. The
cumulative effect of this change in accounting principle resulted in a
one-time, non-cash expense of $36 million, net of taxes. This expense
represented start-up costs incurred primarily in conjunction with the
development and construction of SkyTel's Advanced Messaging Network.

S-9
<PAGE>

<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31, AT OR FOR THE YEAR ENDED
(UNAUDITED) DECEMBER 31,
------------------- ------------------------------
2000 1999 1999 1998 1997
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS:
Revenues........................................ $ 9,978 $ 9,122 $37,120 $18,169 $ 7,789
Operating income (loss)......................... 2,440 1,510 7,888 (942) 982
Income (loss) before cumulative effect of
accounting change and extraordinary items..... 1,301 730 4,013 (2,560) 185
Cumulative effect of accounting change.......... -- -- -- (36) --
Extraordinary items............................. -- -- -- (129) (3)
Net income (loss) applicable to common
shareholders.................................. 1,284 712 3,941 (2,767) 143
Preferred dividend requirement.................. 1 2 9 24 39
EARNINGS (LOSS) PER COMMON SHARE:
Income (loss) before cumulative effect of
accounting change and extraordinary items--
Basic......................................... 0.45 0.25 1.40 (1.35) 0.10
Diluted....................................... 0.44 0.24 1.35 (1.35) 0.10
Net income (loss)--
Basic......................................... 0.45 0.25 1.40 (1.43) 0.10
Diluted....................................... 0.44 0.24 1.35 (1.43) 0.09
Number of weighted average shares--
Basic......................................... 2,852 2,794 2,821 1,933 1,470
Diluted....................................... 2,921 2,907 2,925 1,933 1,516
FINANCIAL POSITION:
Total assets.................................... $94,512 $91,072 $87,092 $24,400
Long-term debt.................................. 13,514 13,128 16,448 7,811
Subsidiary trust and other mandatorily
redeemable preferred securities............... 798 798 798 --
Shareholders' investment........................ 53,052 51,238 45,241 14,087
Deficiency of earnings to fixed charges......... -- -- -- (1,834) --
Ratio of earnings to fixed charges(1)........... 7.01:1 3.96:1 5.75:1 -- 1.84:1
</TABLE>

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

(1) For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of pretax income (loss) from continuing operations,
excluding minority interests in losses of consolidated subsidiaries, and
fixed charges consist of pretax interest, including capitalized interest, on
all indebtedness, amortization of debt discount and expense, and that
portion of rental expense which WorldCom believes to be representative of
interest.

S-10
<PAGE>
SPRINT

The selected historical financial data of Sprint set forth below have been
derived from the historical consolidated financial statements of Sprint, as they
appeared in Sprint's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1999 and Sprint's Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission for the
period ended March 31, 2000. Results for the three months ended March 31, 2000
are not necessarily indicative of the results that may be expected for the
entire year.

The recapitalization of Sprint common stock into Sprint FON common stock and
Sprint PCS common stock occurred in the November 1998 Sprint PCS restructuring.
As a result, several prior-year amounts have been reclassified to conform to the
current-year presentation. These reclassifications had no effect on the results
of operations or group equity as previously reported.

Other significant events affecting Sprint historical earnings trends
included the following:

- In 1998, the Sprint PCS group recorded a nonrecurring charge to write off
$179 million of acquired in-process research and development costs related
to the Sprint PCS restructuring. This charge reduced operating income and
income from continuing operations by $179 million.

- The Sprint FON group recorded nonrecurring charges of $20 million in 1997
related to litigation within Sprint's long distance division. This charge
reduced income from continuing operations by $13 million in 1997.

- In 1998, the Sprint FON group recorded net nonrecurring gains of
$104 million, mainly from the sale of local exchanges. This increased
income from continuing operations by $62 million. In 1997, the Sprint FON
group recorded nonrecurring gains of $71 million mainly from sales of
local exchanges and various investments. These gains increased income from
continuing operations by $44 million.

S-11
<PAGE>

<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS
ENDED
MARCH 31, AT OR FOR THE YEAR
(UNAUDITED) ENDED DECEMBER 31,
------------------- ------------------------------
2000 1999 1999 1998 1997
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS:
Net operating revenues.......................... $ 5,479 $4,652 $19,928 $16,881 $14,564
Operating income (loss)......................... 156 (90) (307) 190 2,451
Income (loss) from continuing operations........ (65) (171) (745) 585 1,094
PRO FORMA EARNINGS (LOSS) PER COMMON SHARE(1):
Income (loss) from continuing operations
Sprint FON group (basic)...................... 0.51 0.50 2.01 1.96 1.76
Sprint FON group (diluted).................... 0.50 0.49 1.97 1.93 1.73
Sprint PCS group (basic and diluted).......... (0.54) (0.71) (2.71) (2.21) (1.98)
Pro forma dividends per common share............ $ 0.125 $0.125 $ 0.50 $ 0.50 $ 0.50
FINANCIAL POSITION:
Total assets.................................... $38,714 $39,250 $33,257 $18,274
Property, plant and equipment, net.............. 22,432 21,969 18,983 11,494
Total debt...................................... 15,708 16,772 12,189 3,880
Common stock and other stockholders' equity..... 14,223 13,560 12,448 9,025
</TABLE>

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

(1) Pro forma amounts do not give effect to the merger. Pro forma earnings per
share for the Sprint FON group assumes the shares of Sprint FON common stock
created in the Sprint PCS restructuring existed for all periods presented.
Pro forma loss per share for the Sprint PCS group assumes the Sprint PCS
restructuring and the write-off of $179 million of acquired in-process
research and development costs occurred at the beginning of 1997. These pro
forma amounts are for comparative purposes only and do not necessarily
represent what actual results of operations would have been had the
transactions occurred at the beginning of 1997, nor do they indicate the
results of future operations.

S-12
<PAGE>
SPRINT FON GROUP

The selected historical financial data of the Sprint FON group set forth
below have been derived from the historical combined financial statements of the
Sprint FON group, as they appeared in Sprint's Annual Report on Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31, 1999
and Sprint's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission for the period ended March 31, 2000. Results for the three
months ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the entire year.

The Sprint FON group and the Sprint PCS group did not exist in years ended
before 1998. The creation of the Sprint FON group and the Sprint PCS group, and
the recapitalization of Sprint common stock into Sprint FON common stock and
Sprint PCS common stock, occurred in the November 1998 Sprint PCS restructuring.
As a result, several prior-year amounts have been reclassified to conform to the
current-year presentation. These reclassifications had no effect on the results
of operations or group equity as previously reported.

Other significant events affecting Sprint FON group historical earnings
trends included the following:

- In 1998, the Sprint FON group recorded net nonrecurring gains of
$104 million mainly from the sale of local exchanges. These gains
increased income from continuing operations by $62 million. In 1997, the
Sprint FON group recorded nonrecurring gains of $71 million mainly from
sales of local exchanges and various investments. These gains increased
income from continuing operations by $44 million.

S-13
<PAGE>

<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS
ENDED MARCH 31, AT OR FOR THE YEAR
(UNAUDITED) ENDED DECEMBER 31,
------------------- ------------------------------
2000 1999 1999 1998 1997
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS:
Net operating revenues.......................... $ 4,397 $4,107 $17,016 $15,764 $14,564
Operating income................................ 758 737 2,930 2,760 2,470
Income from continuing operations............... 445 434 1,736 1,675 1,513
PRO FORMA EARNINGS PER COMMON SHARE(1):
Income from continuing operations
Basic......................................... 0.51 0.50 2.01 1.96 1.76
Diluted....................................... 0.50 0.49 1.97 1.93 1.73
Number of weighted average shares
Basic......................................... 875.6 863.2 868.0 854.0 860.5
Diluted....................................... 894.7 880.9 887.2 868.9 873.0
Pro forma dividends per common share............ $ 0.125 $0.125 $ 0.50 $ 0.50 $ 0.50
FINANCIAL POSITION:
Total assets.................................... $22,466 $21,803 $19,001 $16,581
Property, plant and equipment, net.............. 14,181 14,002 12,464 11,307
Total debt...................................... 4,734 5,433 4,442 3,880
Group equity.................................... 11,505 10,514 9,024 7,639
</TABLE>

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

(1) Pro forma amounts do not give effect to the merger. Pro forma earnings per
share and dividends for the Sprint FON group assume that the shares of
Sprint FON common stock created in the Sprint PCS restructuring existed for
all periods presented.

S-14
<PAGE>
SPRINT PCS GROUP

The selected historical financial data of the Sprint PCS group set forth
below have been derived from the historical combined financial statements of the
Sprint PCS group, as they appeared in Sprint's Annual Report on Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31, 1999
and Sprint's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission for the period ended March 31, 2000. Results for the three
months ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the entire year.

Operating results for 1998 include the operating results of Sprint Spectrum
Holding Company, L.P. and PhillieCo., L.P., which we together refer to as
"Sprint Spectrum," on a consolidated basis for the entire year. Before the
Sprint PCS restructuring on November 23, 1998, Sprint Spectrum was owned
approximately 40% by Sprint and approximately 60% by affiliates or associates of
persons that now hold Sprint series 2 PCS common stock. The share of Sprint
Spectrum losses attributable to these holders through the date of the Sprint PCS
restructuring has been reflected as "Other partners' loss in Sprint PCS group"
in the combined statements of operations. Sprint's investment in Sprint Spectrum
before the Sprint PCS restructuring was accounted for using the equity method.
Sprint Spectrum's financial position at year-end 1998 has been reflected on a
consolidated basis in the Sprint PCS group's combined balance sheets.

Other significant events affecting Sprint PCS group historical earnings
trends included the following:

- In 1998, the Sprint PCS group recorded a nonrecurring charge to write-off
$179 million of acquired in-process research and development costs related
to the Sprint PCS restructuring. This charge increased operating loss and
loss before extraordinary items by $179 million.

S-15
<PAGE>

<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS
ENDED MARCH 31, AT OR FOR THE YEAR
(UNAUDITED) ENDED DECEMBER 31,
------------------- ------------------------------
2000 1999 1999 1998 1997
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS:
Net operating revenues............................ $ 1,177 $ 604 $ 3,180 $ 1,225 $ --
Operating loss.................................... (602) (827) (3,237) (2,570) (19)
Other partners' loss in Sprint PCS group.......... -- -- -- 1,251 --
Equity in loss of Sprint PCS group................ -- -- -- -- (660)
Loss before extraordinary items................... (510) (605) (2,481) (1,090) (419)
PRO FORMA LOSS PER COMMON SHARE BEFORE
EXTRAORDINARY ITEMS(1):
Basic and diluted loss per common share........... (0.54) (0.71) (2.71) (2.21) (1.98)
Basic and diluted weighted average common
shares.......................................... 956.3 863.4 920.4 831.6 831.6
Financial position:
Total assets...................................... $18,312 $17,924 $15,165 $1,703
Property, plant and equipment, net................ 8,284 7,996 6,535 187
Total debt........................................ 11,128 11,489 8,195 --
Group equity...................................... 2,989 3,320 3,755 1,386
</TABLE>

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

(1) Pro forma amounts do not give effect to the merger. Pro forma loss per share
for the Sprint PCS group assumes the Sprint PCS restructuring, and the
purchase of 5.1 million shares of Sprint PCS common stock by France Telecom
and Deutsche Telekom that occurred in connection with the Sprint PCS
restructuring and the write-off of $179 million of acquired in-process
research and development costs occurred at the beginning of 1997. These pro
forma amounts are for comparative purposes only and do not necessarily
represent what actual results of operations would have been had the
transactions occurred at the beginning of 1997, nor do they indicate the
results of future operations.

S-16
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements
give effect to the merger of WorldCom and Sprint under the purchase method of
accounting. These pro forma statements are presented for illustrative purposes
only. The pro forma adjustments are based upon available information and
assumptions that management believes are reasonable. The pro forma condensed
combined financial statements do not purport to represent what the results of
operations or financial position of WorldCom would actually have been if the
merger had in fact occurred on such dates, nor do they purport to project the
results of operations or financial position of WorldCom for any future period or
as of any date, respectively.

Under the purchase method of accounting, tangible and identifiable
intangible assets acquired and liabilities assumed are recorded at their
estimated fair values. The excess of the purchase price, including estimated
fees and expenses related to the merger, over the net assets acquired is
classified as goodwill on the accompanying unaudited pro forma condensed
combined balance sheet. The estimated fair values and useful lives of assets
acquired and liabilities assumed are based on a preliminary valuation and are
subject to final valuation adjustments which may cause some of the intangibles
to be amortized over a shorter life than the goodwill amortization period of
20 years. WorldCom intends to undertake a study to determine the allocation of
the total purchase price to the various assets acquired, including in-process
research and development, and the liabilities assumed. WorldCom's management
currently believes that amounts allocated to goodwill will be amortized over a
life not to exceed 25 years while other intangibles may be amortized over
shorter periods, which would reduce net income reported by WorldCom.

The unaudited pro forma condensed combined balance sheet as of March 31,
2000 was prepared by combining the balance sheet at March 31, 2000 for WorldCom
with the balance sheet at March 31, 2000 for Sprint, giving effect to the merger
as though it had been completed on March 31, 2000.

The unaudited pro forma condensed combined statements of operations for the
three months ended March 31, 2000 and for the year ended December 31, 1999, were
prepared by combining WorldCom's statement of operations for the three months
ended March 31, 2000 and for the year ended December 31, 1999, respectively,
with Sprint's statement of operations for the three months ended March 31, 2000
and for the year ended December 31, 1999, respectively, giving effect to the
merger as though it had occurred on January 1, 1999. This unaudited pro forma
condensed combined financial data does not give effect to any restructuring
costs or to any potential cost savings or other operating efficiencies that
could result from the Sprint merger.

The consolidated historical financial statements of Sprint as of and for the
three months ended March 31, 2000, are derived from the unaudited consolidated
financial statements contained in WorldCom's Current Report on Form 8-K dated
May 16, 2000, which is incorporated by reference herein. The consolidated
historical financial statements of Sprint for the year ended December 31, 1999
are derived from the audited financial statements contained in WorldCom's
Current Report on Form 8-K-2 dated April 11, 2000 which is incorporated by
reference herein. The consolidated financial statements of WorldCom for the
three months ended March 31, 2000 and the year ended December 31, 1999, are
contained in WorldCom's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000 and WorldCom's Annual Report on Form 10-K for the year
ended December 31, 1999, respectively, which reports are incorporated by
reference herein.

You should read the financial information in this section along with
WorldCom's and Sprint's historical consolidated financial statements and
accompanying notes incorporated by reference in this prospectus. See "Where You
Can Find More Information" beginning on page S-41.

S-17
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (1)

AS OF MARCH 31, 2000

(IN MILLIONS)

<TABLE>
<CAPTION>
WORLDCOM SPRINT WORLDCOM
HISTORICAL HISTORICAL PRO FORMA PRO FORMA
(2) (2) ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Current assets.................................. $11,110 $ 4,988 $ -- $ 16,098
Property, plant and equipment, net.............. 30,909 22,432 -- 53,341
Goodwill and PCS licenses, net.................. 42,865 8,406 (8,406)(3) 150,467
107,602 (3)
Other intangibles, net.......................... 4,304 1,123 -- 5,427
Other assets.................................... 5,324 1,765 -- 7,089
------- --------- -------- --------

Total assets.............................. $94,512 $ 38,714 $ 99,196 $232,422
======= ========= ======== ========

Current liabilities............................. $17,654 $ 5,992 $ -- $ 23,646

Long-term debt.................................. 13,514 15,099 -- 28,613
Other liabilities............................... 6,612 3,390 -- 10,002
Minority interests.............................. 2,882 -- -- 2,882
Mandatorily redeemable preferred stock.......... 798 10 (10)(4) 808
10 (5)

Shareholders' equity
Preferred stock............................... -- -- -- --
Common stock.................................. 29 -- 15 (5) 44
Class A common stock.......................... -- 216 (216)(4) --
FON common stock.............................. -- 1,581 (1,581)(4) --
PCS common stock.............................. -- 915 (915)(4) 958
958 (5)
PCS preferred stock........................... -- 247 (247)(4) 247
247 (5)
Paid in capital................................. 52,340 8,756 (8,756)(4) 164,539
112,199 (5)
Retained earnings............................... 356 2,458 (2,458)(4) 356
Other........................................... 327 50 (50)(4) 327
-- (5)
------- --------- -------- --------
Total shareholders' equity...................... 53,052 14,223 99,196 166,471
------- --------- -------- --------
Total liabilities and shareholders' equity...... $94,512 $ 38,714 $ 99,196 $232,422
======= ========= ======== ========
</TABLE>

The accompanying notes are an integral part of this statement.

S-18
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (1)

FOR THE THREE MONTHS ENDED MARCH 31, 2000

(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SPRINT SPRINT WORLDCOM
WORLDCOM FON WORLDCOM PCS PCS
HISTORICAL HISTORICAL PRO FORMA PRO FORMA HISTORICAL PRO FORMA PRO FORMA
(2) (2) ADJUSTMENTS COMBINED (2) ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................. $9,978 $4,397 $ (133)(6) $14,242 $1,177 $ -- $ 1,177
Operating expenses:
Line costs............. 4,092 2,031 (133)(6) 5,990 903 -- 903
Selling, general and
administrative....... 2,299 1,063 -- 3,362 455 -- 455
Goodwill and PCS licenses
amortization........... 311 10 (10)(9) 1,052 47 (47)(9) 604
741 (8) 604 (8)
Depreciation and other
amortization........... 836 535 -- 1,371 374 -- 374
------ ------ ------ ------- ------ ----- -------
Operating income
(loss)................. 2,440 758 (731) 2,467 (602) (557) (1,159)
Other income (expense):
Interest expense....... (218) (39) -- (257) (220) -- (220)
Other.................. 111 7 -- 118 26 -- 26
------ ------ ------ ------- ------ ----- -------
Income (loss) before
income taxes and
minority interests..... 2,333 726 (731) 2,328 (796) (557) (1,353)
Provision (benefit) for
income taxes........... 953 281 -- 1,234 (286) -- (286)
------ ------ ------ ------- ------ ----- -------
Income (loss) before
minority interests..... 1,380 445 (731) 1,094 (510) (557) (1,067)
Minority interests....... (79) -- -- (79) -- -- --
------ ------ ------ ------- ------ ----- -------
Income (loss) before dis-
continued operations
and extraordinary
items.................. 1,301 445 (731) 1,015 (510) (557) (1,067)
Distributions on
subsidiary trust
mandatorily redeemable
preferred securities... 16 -- -- 16 -- -- --
Preferred dividend
requirements........... 1 (2) -- (1) 4 -- 4
------ ------ ------ ------- ------ ----- -------
Net income (loss)
applicable to common
shareholders before
discontinued operations
and extraordinary
items.................. $1,284 $ 447 $ (731) $ 1,000 $ (514) $(557) $(1,071)
====== ====== ====== ======= ====== ===== =======
Weighted average number
of shares issued and
outstanding:
Basic:............... 2,852 876 1,508 4,360 956 956 956
====== ====== ====== ======= ====== ===== =======
Diluted.............. 2,921 895 1,538 4,459 956 956 956
====== ====== ====== ======= ====== ===== =======
Earnings (loss) per share
(10):
Basic................ $ 0.45 $ 0.51 $ 0.23 $(0.54) $ (1.12)
====== ====== ======= ====== =======
Diluted.............. $ 0.44 $ 0.50 $ 0.22 $(0.54) $ (1.12)
====== ====== ======= ====== =======

INTERGROUP WORLDCOM
ELIMINATIONS CONSOLIDATED
------------ ------------
<S> <C> <C>
Revenues................. $(95)(7) $15,324
Operating expenses:
Line costs............. (95)(7) 6,798
Selling, general and
administrative....... -- 3,817
Goodwill and PCS licenses
amortization........... -- 1,656
Depreciation and other
amortization........... -- 1,745
---- -------
Operating income
(loss)................. -- 1,308
Other income (expense):
Interest expense....... 5 (7) (472)
Other.................. (5)(7) 139
---- -------
Income (loss) before
income taxes and
minority interests..... -- 975
Provision (benefit) for
income taxes........... -- 948
---- -------
Income (loss) before
minority interests..... -- 27
Minority interests....... -- (79)
---- -------
Income (loss) before dis-
continued operations
and extraordinary
items.................. -- (52)
Distributions on
subsidiary trust
mandatorily redeemable
preferred securities... -- 16
Preferred dividend
requirements........... -- 3
---- -------
Net income (loss)
applicable to common
shareholders before
discontinued operations
and extraordinary
items.................. $ -- $ (71)
==== =======
Weighted average number
of shares issued and
outstanding:
Basic:...............
Diluted..............
Earnings (loss) per share
(10):
Basic................
Diluted..............
</TABLE>

The accompanying notes are an integral part of this statement.

S-19
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (1)
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SPRINT SPRINT WORLDCOM
WORLDCOM FON WORLDCOM PCS PCS
HISTORICAL HISTORICAL PRO FORMA PRO FORMA HISTORICAL PRO FORMA PRO FORMA INTERGROUP
(2) (2) ADJUSTMENTS COMBINED (2) ADJUSTMENTS COMBINED ELIMINATIONS
---------- ---------- ----------- ---------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $37,120 $ 17,016 $ (536)(6) $53,600 $ 3,180 $ -- $ 3,180 $ (268)(7)
Operating expenses:
Line costs............ 15,951 7,724 (536)(6) 23,139 3,150 -- 3,150 (268)(7)
Selling, general and
administrative...... 8,935 4,233 -- 13,168 1,744 -- 1,744 --
Goodwill and PCS
licenses
amortization.......... 1,207 42 (42)(9) 4,172 184 (184)(9) 2,416 --
2,965 (8) 2,416 (8)
Depreciation and other
amortization.......... 3,147 2,087 -- 5,234 1,339 -- 1,339 --
In-process research and
development and other
charges............... (8) -- -- (8) -- -- -- --
------- -------- ------- ------- ------- ------- ------- -------
Operating income
(loss)................ 7,888 2,930 (2,923) 7,895 (3,237) (2,232) (5,469) --
Other income (expense):
Interest expense...... (966) (182) -- (1,148) (698) -- (698) 20 (7)
Other................. 242 49 -- 291 46 -- 46 (20)(7)
------- -------- ------- ------- ------- ------- ------- -------
Income (loss) before
income taxes and
minority interests.... 7,164 2,797 (2,923) 7,038 (3,889) (2,232) (6,121) --
Provision (benefit) for
income taxes.......... 2,965 1,061 -- 4,026 (1,388) -- (1,388) --
------- -------- ------- ------- ------- ------- ------- -------
Income (loss) before
minority interests.... 4,199 1,736 (2,923) 3,012 (2,501) (2,232) (4,733) --
Minority interests...... 186 -- -- 186 (20) -- (20) --
------- -------- ------- ------- ------- ------- ------- -------
Income (loss) before
discontinued
operations and
extraordinary items... 4,013 1,736 (2,923) 2,826 (2,481) (2,232) (4,713) --
Distributions on
subsidiary trust
mandatorily redeemable
preferred
securities............ 63 -- -- 63 -- -- -- --
Preferred dividend
requirements.......... 9 (7) -- 2 15 -- 15 --
------- -------- ------- ------- ------- ------- ------- -------
Net income (loss)
applicable to common
shareholders before
discontinued
operations and
extraordinary items... $ 3,941 $ 1,743 $(2,923) $ 2,761 $(2,496) $(2,232) $(4,728) $ --
======= ======== ======= ======= ======= ======= ======= =======
Weighted average number
of shares issued and
outstanding:
Basic:.............. 2,821 868 1,492 4,313 920 920 920
======= ======== ======= ======= ======= ======= =======
Diluted............. 2,925 887 1,522 4,447 920 920 920
======= ======== ======= ======= ======= ======= =======
Earnings (loss) per
share(10):
Basic............... $ 1.40 $ 2.01 $ 0.64 $ (2.71) $ (5.14)
======= ======== ======= ======= =======
Diluted............. $ 1.35 $ 1.97 $ 0.62 $ (2.71) $ (5.14)
======= ======== ======= ======= =======

WORLDCOM
CONSOLIDATED
------------
<S> <C>
Revenues................ $56,512
Operating expenses:
Line costs............ 26,021
Selling, general and
administrative...... 14,912
Goodwill and PCS
licenses
amortization.......... 6,588
Depreciation and other
amortization.......... 6,573
In-process research and
development and other
charges............... (8)
-------
Operating income
(loss)................ 2,426
Other income (expense):
Interest expense...... (1,826)
Other................. 317
-------
Income (loss) before
income taxes and
minority interests.... 917
Provision (benefit) for
income taxes.......... 2,638
-------
Income (loss) before
minority interests.... (1,721)
Minority interests...... 166
-------
Income (loss) before
discontinued
operations and
extraordinary items... (1,887)
Distributions on
subsidiary trust
mandatorily redeemable
preferred
securities............ 63
Preferred dividend
requirements.......... 17
-------
Net income (loss)
applicable to common
shareholders before
discontinued
operations and
extraordinary items... $(1,967)
=======
Weighted average number
of shares issued and
outstanding:
Basic:..............
Diluted.............
Earnings (loss) per
share(10):
Basic...............
Diluted.............
</TABLE>

The accompanying notes are an integral part of this statement.

S-20
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. The unaudited pro forma financial data do not give effect to any
restructuring costs or to any potential cost savings or other operating
efficiencies that could result from the merger. WorldCom is in the process
of developing its plan to integrate the operations of Sprint which may
include exit costs. As a result of this plan, a charge, or increase to
purchase cost, which may be material but which cannot be quantified at the
date of this prospectus, is expected to be recognized in the period in which
such exit plan has been approved by the appropriate level of management.
Furthermore, the unaudited pro forma financial data do not reflect any
expense of intangible assets attributable to the value of any in-process
research and development projects of Sprint at the time of the merger.
However, WorldCom intends to undertake a study to determine the allocation
of the total purchase price to the various assets acquired, including
in-process research and development, and the liabilities assumed. To the
extent that a portion of the purchase price is allocated to in-process
research and development projects of Sprint, a charge would be recognized in
the period in which the merger occurs. The unaudited pro forma financial
data are not necessarily indicative of the operating results or financial
position that would have occurred had the merger been completed at the dates
indicated, nor are they necessarily indicative of future operating results
or financial position. The purchase accounting adjustments made in
connection with the development of the unaudited pro forma condensed
combined financial statements are preliminary and have been made solely for
purposes of developing such pro forma financial information.

2. These columns represent historical results of operations and finanical
position.

In November 1998, Sprint stockholders approved the formation of the Sprint
FON Group and the Sprint PCS Group and the creation of the Sprint FON common
stock and the Sprint PCS common stock. The Sprint PCS common stock was
designed to reflect the performance of Sprint's domestic wireless personal
communication services, or PCS, operations. The Sprint FON common stock was
designed to reflect the performance of all other Sprint operations.

The following table presents a reconciliation of Sprint's consolidated
results of operations for the three months ended March 31, 2000 (in millions):

<TABLE>
<CAPTION>
SPRINT SPRINT
FON PCS INTERGROUP SPRINT
GROUP GROUP ELIMINATIONS CONSOLIDATED
-------- -------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues............................................. $4,397 $1,177 $(95) $5,479
Line costs........................................... 2,031 903 (95) 2,839
Selling, general and administrative.................. 1,063 455 -- 1,518
Goodwill and PCS licenses amortization............... 10 47 -- 57
Depreciation and other amortization.................. 535 374 -- 909
------ ------ ---- ------
Operating income (loss).............................. 758 (602) -- 156
------ ------ ---- ------
Other income (expense):
Interest expense................................... (39) (220) 5 (254)
Other.............................................. 7 26 (5) 28
------ ------ ---- ------
Income (loss) before income taxes.................... 726 (796) -- (70)
Provision (benefit) for income taxes................. 281 (286) -- (5)
------ ------ ---- ------
Income (loss) before discontinued operations and
extraordinary items................................ 445 (510) -- (65)
Preferred dividends.................................. (2) 4 -- 2
------ ------ ---- ------
Net income (loss) applicable to common shareholders
before discontinued operations and extraordinary
items.............................................. $ 447 $ (514) $ -- $ (67)
====== ====== ==== ======
</TABLE>

S-21
<PAGE>
The following table presents a reconciliation of Sprint's consolidated
results of operations for the year ended December 31, 1999 (in millions):

<TABLE>
<CAPTION>
SPRINT SPRINT
FON PCS INTERGROUP SPRINT
GROUP GROUP ELIMINATIONS CONSOLIDATED
-------- -------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues........................................... $17,016 $ 3,180 $(268) $19,928
Line costs......................................... 7,724 3,150 (268) 10,606
Selling, general and administrative................ 4,233 1,744 -- 5,977
Goodwill and PCS licenses amortization............. 42 184 -- 226
Depreciation and other amortization................ 2,087 1,339 -- 3,426
------- ------- ----- -------
Operating income (loss)............................ 2,930 (3,237) -- (307)
------- ------- ----- -------
Other income (expense):
Interest expense................................. (182) (698) 20 (860)
Other............................................ 49 46 (20) 75
------- ------- ----- -------
Income (loss) before income taxes and minority
interests........................................ 2,797 (3,889) -- (1,092)
Provision (benefit) for income taxes............... 1,061 (1,388) -- (327)
Minority interests................................. -- (20) -- (20)
------- ------- ----- -------
Income (loss) before discontinued operations and
extraordinary items.............................. 1,736 (2,481) -- (745)
Preferred dividends................................ (7) 15 -- 8
------- ------- ----- -------
Net income (loss) applicable to common shareholders
before discontinued operations and extraordinary
items............................................ $ 1,743 $(2,496) $ -- $ (753)
======= ======= ===== =======
</TABLE>

S-22
<PAGE>
3. This adjustment reflects the excess of consideration over net assets
acquired. The following is a calculation (in millions, except per share
data):

<TABLE>
<S> <C>
Sprint FON common stock outstanding at March 31, 2000....... 790
Shares issuable upon conversion of Sprint FT/DT class A
stock outstanding at March 31, 2000 (represents the right
to one share of Sprint series 3 FON common stock)......... 86
Shares issuable upon conversion of Sprint first and second
series preferred stock.................................... 2
--------
Sprint FON common stock assumed outstanding at March 31,
2000...................................................... 878
Assumed FON exchange ratio per share........................ 1.5960
--------
WorldCom group common stock assumed to be issuable for
Sprint FON common stock................................... 1,401
--------
Sprint PCS common stock outstanding at March 31, 2000....... 915
Shares issuable upon conversion of Sprint FT/DT class A
stock outstanding at March 31, 2000 (represents the right
to one- half share of one share of Sprint series 3 PCS
common stock)............................................. 43
Shares issuable upon conversion of Sprint seventh series
preferred stock........................................... 16
Shares issuable upon conversion of Sprint first and second
series preferred stock.................................... 1
--------
Sprint PCS common stock assumed outstanding at March 31,
2000...................................................... 975
PCS exchange ratio per share................................ 0.116025
--------
WorldCom group common stock assumed to be issuable for
Sprint PCS common stock................................... 113
--------
Total WorldCom group common stock assumed to be issuable.... 1,514
WorldCom group common stock assumed average price based on
the WorldCom Common Stock average closing price before and
after the merger was announced............................ $47.6181
--------
$ 72,094
Fair value of FON options................................... 2,600
--------
74,694
Total WorldCom PCS group common stock assumed to be
issuable.................................................. 975
WorldCom PCS group common stock assumed average price based
on the average closing price of Sprint series 1 PCS common
stock before and after the merger was announced........... $ 37.235
--------
$ 36,304
Fair value of PCS options................................... 2,171
--------
38,475
Estimated transaction costs................................. 250
--------
Total consideration......................................... 113,419
Elimination of Sprint's historical goodwill and PCS licenses
at March 31, 2000......................................... 8,406
Historical net book value at March 31, 2000 of Sprint net
assets acquired........................................... (14,223)
--------
Excess of consideration over net assets acquired............ $107,602
========
</TABLE>

The determination of the fair value for Sprint capital stock has been based
upon the assumed FON exchange ratio. The actual FON exchange ratio may vary
as described in Current Report on

S-23
<PAGE>
Form 8-K-1 dated April 11, 2000 (filed April 11, 2000) (File No. 0-11258)
and incorporated herein by reference. For securities other than the Sprint
FON common stock and the Sprint PCS common stock, their fair values were
determined based upon the securities into which they convert.

The total consideration will be allocated to the assets and liabilities of
Sprint based on their estimated fair values. The excess of consideration
over the historical book value of Sprint's net assets acquired has been
preliminarily allocated to goodwill. A final allocation of the purchase
price to the assets acquired and liabilities assumed of Sprint is dependent
upon valuations and studies that have not progressed to a stage where there
is sufficient information to make such an allocation in the accompanying pro
forma financial information. These valuations are expected to be completed
around the effective date of the merger. WorldCom's management believes the
consideration in excess of the historical book value of Sprint's net assets
acquired primarily comprises goodwill and other intangible assets. To the
extent that a portion of the purchase price is allocated to in-process
research and development projects for which technological feasibility has
not been established and the technology has no future alternative use, a
charge would be recognized in the period in which the merger occurs (See
Note 1).

Additionally, the merger agreement provides that, in several circumstances,
WorldCom or Sprint may be required to pay the other party a termination fee
of $2.5 billion. If such a payment is made it would be reflected in the
financial statements in the period in which such an event occurs. Concurrent
with the merger agreement the companies have also entered into various
commercial agreements enabling Sprint to purchase WorldCom's international
communications products and services, providing for the purchase by the
parties of local access and transport services from each other and allowing
WorldCom to offer Sprint's PCS services. The accounting for those
relationships will be reflected in the operations of the respective company
when the services are provided and disclosed, if material, in the footnotes
to the financial statements. Before the execution of the merger agreement,
Sprint entered into contingency employment and non-compete agreements with
certain key employees that provide various benefits, including compensation
payments if employment is involuntarily terminated following a change of
control. A change of control is deemed to occur if a third party acquires
20% or more of the outstanding voting stock of Sprint or if there is a
change of a majority of the Sprint board of directors within a two-year
period. Amounts contingently payable under these agreements not currently
reflected in the pro forma data could approximate $100 million. Should these
amounts become payable, the amounts would be included in the allocation of
the purchase price.

4. These adjustments represent the elimination of Sprint's shareholders' equity
accounts and the Sprint first series preferred stock and the Sprint second
series preferred stock.

5. These adjustments represent the issuance of:

(a) approximately 1,514 million shares of WorldCom group common stock at an
assumed FON exchange ratio of 1.5960 shares of WorldCom group common
stock for each share of Sprint FON common stock outstanding and each
share of Sprint FT/DT class A stock outstanding, 0.116025 shares of
WorldCom group common stock for each share of Sprint PCS common stock
outstanding and 0.0580125 shares of WorldCom group common stock for each
share of Sprint FT/DT class A stock outstanding. The actual FON exchange
ratio may vary as described in WorldCom's Current Report on Form 8-K-1
dated April 11, 2000 (filed April 11, 2000) (File No. 0-11258) and
incorporated herein by reference.

(b) approximately 958 million shares of WorldCom PCS group common stock for
the shares of Sprint PCS common stock outstanding and one-half of a share
of WorldCom PCS group common stock for each share of Sprint FT/DT
class A stock outstanding.

S-24
<PAGE>
(c) approximately 95 shares of WorldCom series 5 preferred stock for the
shares of Sprint fifth series preferred stock outstanding.

(d) approximately 247,000 shares of WorldCom series 7 preferred stock for
the shares of Sprint seventh series preferred stock outstanding.

6. These estimated adjustments eliminate the revenues and corresponding line
costs attributable to the intercompany transactions between WorldCom and
Sprint.

7. These adjustments eliminate the intergroup transactions between Sprint's FON
and PCS groups.

8. This entry reflects the adjustment to amortization for the effect of the
excess of consideration over net assets acquired in the merger. For purposes
of the unaudited pro forma condensed combined financial statements, the
excess consideration has been amortized over an estimated life of 20 years.
WorldCom's management currently believes that amounts allocated to goodwill
will be amortized over a life not to exceed 25 years while other intangible
assets may be amortized over shorter periods, consequently reducing net
income reported by WorldCom. Assuming an estimated useful life of 10 years,
each $1 billion of consideration allocated to intangible assets other than
goodwill would have the effect of decreasing net income by approximately
$12 million annually. A final determination of the lives attributable to the
intangible assets has not yet been made (See Note 1). As discussed in
Note 3, a portion of the excess consideration may be allocated to in-process
research and development projects. To the extent amounts are allocated to
in-process research and development projects, pro forma amortization expense
would be ratably reduced accordingly. For example, if $500 million were
allocated to in-process research and development projects, it would have the
effect of increasing net income in subsequent periods by approximately
$25 million.

Excess consideration and the related amortization expense was allocated
between Sprint's FON and PCS groups based upon the amount of consideration
to be issued to each group and their respective net assets at March 31,
2000. Additionally, since the value of WorldCom group common stock to be
exchanged for Sprint FON common stock is subject to a collar, the final
determination of the value of WorldCom group common stock to be exchanged
may not be known until completion of the merger. However, any impact on the
total consideration exchanged for the shares of Sprint FON common stock due
to a movement of the WorldCom common stock price outside the collar
described below is not expected to significantly impact the purchase price.
For purposes of the unaudited pro forma condensed combined financial
statements, the total consideration and related amortization is based upon a
value of $76.00 per share for each share of Sprint FON common stock
exchanged, which represents the value of the WorldCom group common stock to
be exchanged if the average closing price of WorldCom common stock is
greater than $41.4350 and less than $53.9007 before the completion of
merger. If the average closing price per share of WorldCom common stock
equals or exceeds $53.9007, the FON exchange ratio will be 1.4100; and if it
equals or is less than $41.4350, the FON exchange ratio will be 1.8342.

9. These entries represent the estimated elimination of Sprint's historical
goodwill and PCS licenses amortization.

10. Pro forma per share data are based on the number of shares of WorldCom
common and common equivalent shares that would have been outstanding had the
merger occurred on January 1, 1999.

S-25
<PAGE>
DESCRIPTION OF THE NOTES

The following description of the particular terms of the notes offered
hereby supplements the description of the general terms and provisions of the
debt securities set forth under "Description of Debt Securities" beginning on
page 7 in the accompanying prospectus. This description replaces the description
of the notes in the accompanying prospectus, to the extent of any inconsistency.
Terms used in this prospectus supplement that are otherwise not defined will
have the meanings given to them in the accompanying prospectus.

CERTAIN TERMS OF THE FLOATING RATE NOTES DUE 2001

The floating rate notes due 2001 are a series of debt securities described
in the accompanying prospectus, which will be senior debt securities, will
initially be limited to $1,500 million aggregate principal amount and will
mature on November 26, 2001. The accompanying prospectus contains a detailed
summary of additional provisions of the floating rate notes and of the indenture
dated as of May 15, 2000 between WorldCom and Chase Manhattan Trust Company,
National Association, as trustee, under which the floating rate notes will be
issued.

The floating rate notes will bear interest at a floating rate of interest
from May 24, 2000, payable quarterly in arrears on February 24, May 24,
August 24 and November 24 of each year, commencing August 24, 2000, to the
persons in whose names the floating rate notes are registered at the close of
business on the preceding February 9, May 9, August 9 or November 9, each a
record date, as the case may be. Principal of and interest on the floating rate
notes will be payable, and the floating rate notes may be presented for
repayment, at the office or agency of WorldCom maintained for such purposes in
New York, New York.

The floating rate notes will not be subject to any sinking fund.

RATE OF INTEREST

The rate of interest payable from time to time in respect of the floating
rate notes, which we refer to as the "Rate of Interest," will be a floating rate
subject to adjustment on a quarterly basis and determined by reference to LIBOR
for three-month U.S. dollar deposits, determined as described below, plus a
spread of 0.23% per annum. All percentages resulting from any calculation on the
floating rate notes will be rounded to the nearest one hundred-thousandth of a
percentage point, with five one millionths of a percentage point rounded
upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or
.0987655), and all dollar amounts used in or resulting from such calculation on
the floating rate notes will be rounded to the nearest cent, with one-half cent
being rounded upward.

(1) At approximately 11:00 a.m. (London time) on the second day on which
commercial banks are open for business, including dealings in deposits in U.S.
dollars in London (or, for purposes of paragraph (3)(B) below, New York), prior
to the commencement of the Interest Period (defined below) for which such rate
will apply (each such day an "Interest Determination Date"), Chase Manhattan
Trust Company, National Association, as the calculation agent or its successors
in this capacity, which we refer to as the "Calculation Agent," will calculate
the rate of interest, which we refer to as "Rate of Interest", for such Interest
Period as, subject to the provisions described below, the rate per annum equal
to 0.23% above the rate appearing on the Dow Jones Telerate Page 3750 (or such
other page as may replace that page on the Dow Jones Telerate Service) for
three-month U.S. dollar deposits in the London inter-bank market on such
Interest Determination Date. "Interest Period" means the period beginning on,
and including, May 24, 2000, and ending on, but excluding, the first interest
payment date for the floating rate notes and each successive period beginning
on, and including, an interest payment date for the floating rate notes and
ending on, but excluding, the next succeeding interest payment date for the
floating rate notes.

S-26
<PAGE>
(2) If on any Interest Determination Date an appropriate rate cannot be
determined from the Dow Jones Telerate Service, the Rate of Interest for the
next Interest Period shall, subject to the provisions described below, be the
rate per annum that the Calculation Agent certifies to be 0.23% per annum above
the arithmetic mean of the offered quotations, as communicated to and at the
request of the Calculation Agent by not less than two major banks in London
selected by the Calculation Agent, which we refer to as the "Reference Banks,"
which term shall include any successors nominated by the Calculation Agent, to
leading banks in London by the principal London offices of the Reference Banks
for three-month U.S. dollar deposits in the London inter-bank market as at 11:00
a.m. (London time) on such Interest Determination Date.

(3) If on any Interest Determination Date fewer than two of such offered
rates are available, the Rate of Interest for the next Interest Period shall be
whichever is the higher of:

(A) The Rate of Interest in effect for the last preceding Interest
Period to which (1) or (2) above shall have applied; and

(B) The Reserve Interest Rate. The "Reserve Interest Rate" refers to
the rate per annum which the Calculation Agent determines to be 0.23% per
annum above either:

- The arithmetic mean of the U.S. dollar offered rates which at least two
New York City banks selected by the Calculation Agent are or were
quoting, on the relevant Interest Determination Date, for three-month
deposits to the Reference Banks or those of them (being at least two in
number) to which such quotations are or were, in the opinion of the
Calculation Agent, being so made, or

- In the event that the Calculation Agent can determine no such
arithmetic mean, the arithmetic mean of the U.S. dollar offered rates
which at least two New York City banks selected by the Calculation
Agent are or were quoting on such Interest Determination Date to
leading European banks for a period of three months;

PROVIDED, HOWEVER, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned above, the Rate of Interest
shall be the Rate of Interest specified in (A) above.

DETERMINATION OF RATE OF INTEREST AND CALCULATION OF INTEREST AMOUNT

The Calculation Agent shall, as soon as practicable after 11:00 a.m. (London
time) on each Interest Determination Date, determine the Rate of Interest and
calculate the amount of interest payable in respect of the following Interest
Period, which we refer to as the "Interest Amount". The Interest Amount shall be
calculated by applying the Rate of Interest to the principal amount of each
floating rate note outstanding at the commencement of the Interest Period,
multiplying each such amount by the actual number of days in the Interest Period
concerned (which actual number of days shall include the first day but exclude
the last day of such Interest Period) divided by 360 and rounding the resultant
figure upwards to the nearest cent. The determination of the Rate of Interest
and the Interest Amount by the Calculation Agent shall, in the absence of
willful default, bad faith or manifest error, be final and binding on all
parties. In no event will the rate of interest on the floating rate notes be
higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.

CALCULATION AGENT

WorldCom shall provide that, so long as any of the floating rate notes
remain outstanding, there shall at all times be a Calculation Agent for the
purpose of such notes. In the event of the Calculation Agent being unable or
unwilling to continue to act as the Calculation Agent or in the case of the
Calculation Agent failing duly to establish the Rate of Interest for any
Interest Period, WorldCom shall appoint another leading bank engaged in the
London inter-bank market to act as such in its place. The Calculation Agent may
not resign its duties without a successor having been appointed as aforesaid.

S-27
<PAGE>
CERTIFICATES TO BE FINAL

All certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of
the provisions relating to the payment and calculation of interest on the
floating rate notes, whether by the Reference Banks, or any of them, or the
Calculation Agent, shall, in the absence of willful default, bad faith or
manifest error, be binding on WorldCom, the Calculation Agent and all of the
noteholders and no liability shall, in the absence of willful default, bad faith
or manifest error, attach to the Calculation Agent in connection with the
exercise or non-exercise by it of its powers, duties and discretions.

CERTAIN TERMS OF THE NOTES DUE 2003

The notes due 2003 are a series of debt securities described in the
accompanying prospectus, which will be senior debt securities, will initially be
limited to $1,000 million aggregate principal amount and will mature on May 15,
2003. The accompanying prospectus contains a detailed summary of additional
provisions of the notes due 2003 and of the indenture, under which the notes due
2003 will be issued.

The notes due 2003 will bear interest at the rate of 7.875% per annum from
May 24, 2000, payable semiannually in arrears on May 15 and November 15 of each
year, commencing November 15, 2000, to the persons in whose names the notes due
2003 are registered at the close of business on the preceding May 1 or
November 1, each a record date, as the case may be. Principal of and interest on
the notes due 2003 will be payable, and the notes due 2003 may be presented for
repayment, at the office or agency of WorldCom maintained for such purposes in
New York, New York. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

The notes due 2003 will not be subject to any sinking fund.

CERTAIN TERMS OF THE NOTES DUE 2006

The notes due 2006 are a series of debt securities described in the
accompanying prospectus, which will be senior debt securities, will initially be
limited to $1,250 million aggregate principal amount and will mature on May 15,
2006. The accompanying prospectus contains a detailed summary of additional
provisions of the notes due 2006 and of the indenture under which the notes due
2006 will be issued.

The notes due 2006 will bear interest at the rate of 8.000% per annum from
May 24, 2000, payable semiannually in arrears on May 15 and November 15 of each
year, commencing November 15, 2000, to the persons in whose names the notes due
2006 are registered at the close of business on the preceding May 1 or
November 1, each a record date, as the case may be. Principal of and interest on
the notes due 2006 will be payable, and the notes due 2006 may be presented for
repayment, at the office or agency of WorldCom maintained for such purposes in
New York, New York. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

The notes due 2006 will not be subject to any sinking fund.

CERTAIN TERMS OF THE NOTES DUE 2010

The notes due 2010 are a series of debt securities described in the
accompanying prospectus, which will be senior debt securities, will initially be
limited to $1,250 million aggregate principal amount and will mature on May 15,
2010. The accompanying prospectus contains a detailed summary of additional
provisions of the notes due 2010 and of the indenture under which the notes due
2010 will be issued.

The notes due 2010 will bear interest at the rate of 8.250% per annum from
May 24, 2000, payable semiannually in arrears on May 15 and November 15 of each
year, commencing November 15, 2000, to the persons in whose names the notes due
2010 are registered at the close of business on the preceding May 1 or
November 1, each a record date, as the case may be. Principal of and interest on
the notes due 2010 will be payable, and the notes due 2010 may be presented for
repayment, at the office or

S-28
<PAGE>
agency of WorldCom maintained for such purposes in New York, New York. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months.

The notes due 2010 will not be subject to any sinking fund.

GENERAL

If any interest payment date falls on a day that is not a business day, the
interest payment will be postponed to the next day that is a business day, and
no interest on such payment will accrue for the period from and after such
interest payment date. If the maturity date of the notes falls on a day that is
not a business day, the payment of interest and principal may be made on the
next succeeding business day, and no interest on such payment will accrue for
the period from and after the maturity date. As used in this prospectus
supplement, "business day" means any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in the City of New York or
in the place of presentation.

The notes will be in fully registered form, without coupons, in
denominations of $1,000 or any multiple thereof.

The notes, the indenture and the underwriting agreement are governed by, and
will be construed in accordance with, the laws of the State of New York, United
States of America, applicable to agreements made and to be performed wholly
within such jurisdiction.

In some circumstances, we may elect to discharge our obligations on the
notes through defeasance or covenant defeasance. See "Description of Debt
Securities--Defeasance; Satisfaction and Discharge" on page 15 in the
accompanying prospectus for more information about how we may do this.

We may, without the consent of the holders of notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as
the applicable notes. Any additional notes having such similar terms, together
with the applicable notes, will constitute a single series of notes under the
indenture. No additional notes may be issued if an event of default has occurred
with respect to the applicable series of notes.

We have appointed Kredietbank S.A. Luxembourgeoise as paying agent and
transfer agent in Luxembourg with respect to the notes in definitive form. As
long as the notes are listed on the Luxembourg Stock Exchange, we will maintain
a paying and transfer agent in Luxembourg, and any change in the Luxembourg
paying agent and transfer agent will be published in Luxembourg. See "--Notices"
below.

RANKING

The notes will be senior unsecured obligations of ours and will rank PARI
PASSU, or equally and ratably, with all other senior unsecured and
unsubordinated indebtedness of ours from time to time outstanding.

The notes will be effectively subordinated to any secured indebtedness of
ours to the extent of the value of the assets securing such indebtedness. The
indenture permits us and our Restricted Subsidiaries to incur or permit to be
outstanding secured indebtedness in an aggregate amount not exceeding 10% of our
total assets, including those of our subsidiaries, in addition to Permitted
Liens, all as described under "Description of Debt Securities--Certain
Restrictions--Limitation on Liens" beginning on page 11 in the accompanying
prospectus. Our assets consist principally of the stock of and advances to our
subsidiaries. Almost all of the operating assets of WorldCom and our
consolidated subsidiaries are owned by such subsidiaries, and we rely primarily
on interest and dividends from our subsidiaries to meet our obligations for
payment of principal and interest on our outstanding debt obligations and
corporate expenses. The notes will be structurally subordinated to all
obligations, including trade payables, of our subsidiaries, to the extent of the
assets of such subsidiaries available to satisfy such obligations.

S-29
<PAGE>
Upon consummation of the Sprint merger, Sprint would be merged into
WorldCom, and the notes would be structurally subordinated to all obligations of
Sprint's subsidiaries. See "Unaudited Pro Forma Condensed Combined Financial
Statements" in this prospectus supplement and the unaudited financial statements
of Sprint for the quarter ended March 31, 2000 and the related Management's
Discussion and Analysis of Financial Condition and Results of Operations
appearing in WorldCom's Current Report on Form 8-K dated May 16, 2000 (filed on
May 16, 2000), and the financial statements of Sprint for the year ended
December 31, 2000 and the related Management's Discussion and Analysis of
Financial Condition and Results of Operations appearing in WorldCom's Current
Report on Form 8-K-2 dated April 11, 2000 (filed on April 11, 2000), which are
incorporated by reference herein.

OPTIONAL REDEMPTION

The notes due 2006 and the notes due 2010 will be redeemable, as a whole or
in part, at our option, at any time or from time to time, on at least 30 days,
but not more than 60 days, prior notice mailed to the registered address of each
holder of notes and published in Luxembourg as described in "--Notices" below,
at respective redemption prices equal to the greater of:

- 100% of the principal amount of the notes to be redeemed or

- the sum of the present values of the Remaining Scheduled Payments, as
defined below, discounted, on a semiannual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Treasury Rate, as defined
below, plus:

-- 25 basis points for the notes due 2006, or

-- 30 basis points for the notes due 2010,

plus, in each case, accrued interest to the date of redemption which has not
been paid.

"Treasury Rate" means, with respect to any redemption date for the notes:

- the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue; provided that if no maturity is within three
months before or after the maturity date for the notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue will be determined and the Treasury Rate will be interpolated or
extrapolated from those yields on a straight line basis, rounding to the
nearest month; or

- if that release, or any successor release, is not published during the
week preceding the calculation date or does not contain such yields, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for that redemption date.

The Treasury Rate will be calculated on the third business day preceding the
redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes due 2006 or the notes due 2010, as the case may
be, to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such notes.

"Independent Investment Banker" means one of the Reference Treasury Dealers,
to be appointed by WorldCom.

S-30
<PAGE>
"Comparable Treasury Price" means, with respect to any redemption date for
the notes:

- the average of four Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations; or

- if the trustee obtains fewer than four Reference Treasury Dealer
Quotations, the average of all quotations obtained by the trustee.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, quoted in
writing to the trustee by such Reference Treasury Dealer at 3:30 p.m., New York
City time on the third business day preceding such Redemption Date.

"Reference Treasury Dealer" means each of Salomon Smith Barney Inc.,
J.P. Morgan Securities Inc., and two other treasury dealers selected by
WorldCom, and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer, which
we refer to as a "Primary Treasury Dealer," WorldCom will substitute therefor
another nationally recognized investment banking firm that is a Primary Treasury
Dealer.

"Remaining Scheduled Payments" means, with respect to each note to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related Redemption Date but for such
redemption; provided, however, that, if such Redemption Date is not an interest
payment date with respect to such note, the amount of the next succeeding
scheduled interest payment thereon will be deemed to be reduced by the amount of
interest accrued thereon to such Redemption Date.

On and after the Redemption Date, interest will cease to accrue on the notes
or any portion thereof called for redemption, unless WorldCom defaults in the
payment of the Redemption Price and accrued interest. On or before the
Redemption Date, WorldCom shall deposit with a paying agent, or the trustee,
money sufficient to pay the redemption price of and accrued interest on the
notes to be redeemed on such date. If less than all of the notes due 2006 or the
notes due 2010 are to be redeemed, the notes to be redeemed shall be selected by
the trustee by such method as the trustee shall deem fair and appropriate.

BOOK-ENTRY, DELIVERY AND FORM

The notes will be issued in the form of one or more fully registered global
notes, which we refer to as the "Global Notes," which will be deposited with, or
on behalf of, The Depository Trust Company, New York, New York, which we refer
to as the "Depositary" or "DTC," and registered in the name of Cede & Co., the
Depositary's nominee. Beneficial interests in the Global Notes will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in the
Depositary. Investors may elect to hold interests in the Global Notes through
the Depositary, Clearstream Banking, Societe Anonyme, which we refer to as
"Clearstream, Luxembourg," or Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear System, which we refer to as
"Euroclear," if they are participants of such systems, or indirectly through
organizations which are participants in such systems. Clearstream, Luxembourg
and Euroclear will hold interests on behalf of their participants through
customers' securities accounts in Clearstream, Luxembourg's and Euroclear's
names on the books of their respective depositaries, which in turn will hold
such interests in customers' securities accounts in the depositaries' names on
the books of the Depositary. Citibank, N.A. will act as depositary for
Clearstream, Luxembourg and The Chase Manhattan Bank will act as depositary for
Euroclear, which we refer to in such capacities as the "U.S. Depositaries."
Except as set forth below, the Global Notes may be transferred, in whole and not
in part, only to another nominee of the Depositary or to a successor of the
Depositary or its nominee.

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<PAGE>
The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The Depositary
holds securities deposited with it by its participants and facilitates the
settlement of transactions among its participants in such securities through
electronic computerized book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities certificates.
The Depositary's participants include securities brokers and dealers, including
the underwriters, banks, trust companies, clearing corporations and certain
other organizations, some of whom, and/or their representatives, own the
Depositary. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly.

Clearstream, Luxembourg advises that it is incorporated under the laws of
Luxembourg as a bank. Clearstream, Luxembourg holds securities for its
customers, which we refer to as "Clearstream, Luxembourg Customers," and
facilitates the clearance and settlement of securities transactions between
Clearstream, Luxembourg Customers through electronic book-entry transfers
between their accounts. Clearstream, Luxembourg provides to Clearstream,
Luxembourg Customers, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream, Luxembourg interfaces with
domestic securities markets in over 30 countries through established depository
and custodial relationships. As a bank, Clearstream, Luxembourg is subject to
regulation by the Luxembourg Commission for the Supervision of the Financial
Sector, also known as the Commission de Surveillance du Secteur Financier.
Clearstream, Luxembourg Customers are recognized financial institutions around
the world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Clearstream,
Luxembourg's U.S. customers are limited to securities brokers and dealers and
banks. Indirect access to Clearstream, Luxembourg is also available to other
institutions such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Clearstream, Luxembourg
Customer.

Distributions with respect to the notes held through Clearstream, Luxembourg
will be credited to cash accounts of Clearstream, Luxembourg Customers in
accordance with its rules and procedures, to the extent received by the U.S.
Depositary for Clearstream, Luxembourg.

Euroclear advises that it was created in 1968 to hold securities for its
participants, which we refer to as "Euroclear Participants," and to clear and
settle transactions between Euroclear Participants through simultaneous
electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous
transfers of securities and cash. Euroclear provides various other services,
including securities lending and borrowing and interfaces with domestic markets
in several countries. Euroclear is operated by the Brussels, Belgium office of
Morgan Guaranty Trust Company of New York, which we refer to as the "Euroclear
Operator," under contract with Euroclear Clearance Systems, S.C., a Belgian
cooperative corporation, which we refer to as the "Cooperative." All operations
are conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf
of Euroclear Participants. Euroclear Participants include banks, including
central banks, securities brokers and dealers and other professional financial
intermediaries and may include the underwriters. Indirect access to Euroclear is
also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of

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<PAGE>
Governors of the Federal Reserve System and the New York State Banking
Department, as well as the Belgian Banking Commission.

Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law, which we refer to collectively as, the "Terms and Conditions." The Terms
and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with
respect to securities in Euroclear. All securities in Euroclear are held on a
fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear Participants and has no record of or
relationship with persons holding through Euroclear Participants.

Distributions with respect to the notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear.

Euroclear further advises that investors that acquire, hold and transfer
interests in the notes by book-entry through accounts with the Euroclear
Operator or any other securities intermediary are subject to the laws and
contractual provisions governing their relationship with their intermediary, as
well as the laws and contractual provisions governing the relationship between
such an intermediary and each other intermediary, if any, standing between
themselves and the Global Notes.

The Euroclear Operator advises that under Belgian law, investors that are
credited with securities on the records of the Euroclear Operator have a
co-property right in the fungible pool of interests in securities on deposit
with the Euroclear Operator in an amount equal to the amount of interests in
securities credited to their accounts. In the event of the insolvency of the
Euroclear Operator, Euroclear Participants would have a right under Belgian law
to the return of the amount and type of interests in securities credited to
their accounts with the Euroclear Operator. If the Euroclear Operator did not
have a sufficient amount of interests in securities on deposit of a particular
type to cover the claims of all Participants credited with such interests in
securities on the Euroclear Operator's records, all Participants having an
amount of interests in securities of such type credited to their accounts with
the Euroclear Operator would have the right under Belgian law to the return of
their pro rata share of the amount of interests in securities actually on
deposit.

Under Belgian law, the Euroclear Operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it, such as
dividends, voting rights and other entitlements, to any person credited with
such interests in securities on its records.

Individual certificates in respect of the notes will not be issued in
exchange for the Global Notes, except in very limited circumstances. If DTC
notifies us that it is unwilling or unable to continue as a clearing system in
connection with the Global Notes or ceases to be a clearing agency registered
under the Exchange Act, and a successor clearing system is not appointed by us
within 90 days after receiving such notice from DTC or upon becoming aware that
DTC is no longer so registered, we will issue or cause to be issued individual
certificates in registered form on registration of transfer of, or in exchange
for, book-entry interests in the notes represented by such Global Notes upon
delivery of such Global Notes for cancellation. In the event that individual
certificates are issued, holders of the notes will be able to receive payments,
including principal and interest, on the notes and effect transfer of the notes
at the offices of our paying and transfer agent in Luxembourg, Kredietbank S.A
Luxembourgeoise.

Title to book-entry interests in the notes will pass by book-entry
registration of the transfer within the records of Clearstream, Luxembourg,
Euroclear or DTC, as the case may be, in accordance with their respective
procedures. Book-entry interests in the notes may be transferred within
Clearstream, Luxembourg and within Euroclear and between Clearstream, Luxembourg
and Euroclear in accordance with procedures established for these purposes by
Clearstream, Luxembourg and Euroclear. Book-entry

S-33
<PAGE>
interests in the notes may be transferred within DTC in accordance with
procedures established for this purpose by DTC. Transfers of book-entry
interests in the notes among Clearstream, Luxembourg and Euroclear and DTC may
be effected in accordance with procedures established for this purpose by
Clearstream, Luxembourg, Euroclear and DTC.

A further description of the Depositary's procedures with respect to the
Global Notes is set forth in the accompanying prospectus under "Book-Entry Debt
Securities" beginning on page 18. The Depositary has confirmed to us, the
underwriters and the trustee that it intends to follow such procedures.

GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES

Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with the Depositary's rules and will be settled in
immediately available funds using the Depositary's Same-Day Funds Settlement
System. Secondary market trading between Clearstream, Luxembourg Customers
and/or Euroclear Participants will occur in the ordinary way in accordance with
the applicable rules and operating procedures of Clearstream, Luxembourg and
Euroclear and will be settled using the procedures applicable to conventional
Eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly
through the Depositary on the one hand, and directly or indirectly through
Clearstream, Luxembourg Customers or Euroclear Participants, on the other, will
be effected in the Depositary in accordance with the Depositary's rules on
behalf of the relevant European international clearing system by its U.S.
Depositary; however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and
within its established deadlines, in European time. The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. Depositary to take action to
effect final settlement on its behalf by delivering interests in the notes to or
receiving interests in the notes from the Depositary, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to the Depositary. Clearstream, Luxembourg Customers and Euroclear
Participants may not deliver instructions directly to their respective U.S.
Depositaries.

Because of time-zone differences, credits of interests in the notes received
in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and
dated the business day following the Depositary settlement date. Such credits or
any transactions involving interests in such notes settled during such
processing will be reported to the relevant Clearstream, Luxembourg Customers or
Euroclear Participants on such business day. Cash received in Clearstream,
Luxembourg or Euroclear as a result of sales of interests in the notes by or
through a Clearstream, Luxembourg Customer or a Euroclear Participant to a DTC
participant will be received with value on the Depositary settlement rate but
will be available in the relevant Clearstream, Luxembourg or Euroclear cash
account only as of the business day following settlement in the Depositary.

Although the Depositary, Clearstream, Luxembourg and Euroclear have agreed
to the foregoing procedures in order to facilitate transfers of interests in the
notes among participants of the Depositary, Clearstream, Luxembourg and
Euroclear, they are under no obligation to perform or continue to perform such
procedures and such procedures may be changed or discontinued at any time.

TAX REDEMPTION

The notes may be redeemed as a whole, at our option at any time prior to
maturity, upon the giving of a notice of redemption as described below, if
(a) we determine that, as a result of any change in or amendment to the laws, or
any regulations or rulings promulgated thereunder, of the United

S-34
<PAGE>
States or of any political subdivision or taxing authority thereof or therein,
or any change in official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment becomes
effective on or after the date of this prospectus supplement, we have or will
become obligated to pay additional amounts as described under "--Payment of
Additional Amounts" below or (b) a taxing authority of the United States takes
an action on or after the date of this prospectus supplement whether or not with
respect to us or any of our affiliates that results in a substantial probability
that we will or may be required to pay such additional amounts, in either case,
with respect to such notes for reasons outside our control and after taking
reasonable measures available to us to avoid such obligation. The notes will be
redeemed at a redemption price equal to 100% of the principal amount thereof,
together with accrued interest to the date fixed for redemption. Prior to the
giving of any notice of redemption pursuant to this paragraph, we will deliver
to the trustee:

- a certificate stating that we are entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent
to our right to so redeem have occurred, and

- an opinion of independent counsel satisfactory to the trustee to the
effect that we have or will become obligated or there is a substantial
probability that we will or may be required to pay such additional amounts
for the reasons described above;

provided that no such notice of redemption shall be given earlier than 60 days
prior to the earliest date on which we would be obligated to pay such additional
amounts if a payment in respect of the note were then due.

Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice. This notice will be given in accordance
with "--Notices" below.

PAYMENT OF ADDITIONAL AMOUNTS

We will, subject to certain exceptions and limitations set forth below, pay
such additional amounts to the beneficial owner of any note who is a Non-U.S.
Holder, as defined below, as may be necessary in order that every net payment of
principal of and interest on such note and any other amounts payable on such
note, after withholding for or on account of any present or future tax,
assessment or governmental charge imposed upon or as a result of such payment by
the United States, or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in such note to be then
due and payable. We will not, however, be required to make any such payment of
additional amounts to any beneficial owner for or on account of:

- any such tax, assessment or other governmental charge that would not have
been so imposed or withheld but for the existence of any present or former
connection between such beneficial owner (or between a fiduciary, settlor,
beneficiary, member or shareholder of such beneficial owner, if such
beneficial owner is an estate, a trust, a partnership or a corporation)
and the United States and its possessions, including, without limitation,
such beneficial owner (or such fiduciary, settlor, beneficiary, member or
shareholder) being or having been a citizen or resident thereof or being
or having been engaged in a trade or business or present therein or
having, or having had, a permanent establishment therein;

- any estate, inheritance, gift, sales, excise, transfer, wealth or personal
property tax or any similar tax, assessment or governmental charge;

- any tax, assessment or other governmental charge imposed or withheld by
reason of such beneficial owner's past or present status as a personal
holding company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation that accumulates earnings to avoid
United States federal income tax;

S-35
<PAGE>
- any tax, assessment or other governmental charge that is payable otherwise
than by withholding from payments on or in respect of any note;

- any tax, assessment or other governmental charge that would not have been
imposed or withheld but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the beneficial owner of such note, if such
compliance is required by statute or by regulation of the United States or
of any political subdivision or taxing authority thereof or therein or by
an applicable income tax treaty to which the United States is a party as a
precondition to relief or exemption from such tax, assessment or other
governmental charge;

- any tax, assessment or other governmental charge imposed or withheld by
reason of such beneficial owner's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of
all classes of our stock entitled to vote or as a controlled foreign
corporation that is related directly or indirectly to us through stock
ownership;

- to the extent applicable, any tax, assessment or governmental charge that
is imposed or withheld solely because of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than
15 days after the payment becomes due or is duly provided for, whichever
occurs later;

- any tax, assessment or governmental charge any paying agent must withhold
from any payment of principal of or interest on any note, if such payment
can be made without such withholding by any other paying agent; or

- any combination of these factors.

Such additional amounts shall also not be paid with respect to any payment
on a note to a Non-U.S. Holder, as defined below, who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States, or any
political subdivision thereof, to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
additional amounts had such beneficiary, settlor, member or beneficial owner, as
the case may be, held its interest in the note directly. The term "Non-U.S.
Holder" is defined below and includes a foreign partnership to the extent that
one or more of its members is a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

Our notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable. Except as
specifically provided under this heading "Payment of Additional Amounts" and
under the heading "--Tax Redemption," we do not have to make any payment with
respect to any tax, assessment or governmental charge imposed by any government
or a political subdivision or taxing authority.

NOTICES

Notices to holders of the notes will be sent by mail to the registered
holders and will be published, whether the notes are in global or definitive
form, and so long as the notes are listed on the Luxembourg Stock Exchange, in a
daily newspaper of general circulation in Luxembourg. It is expected that
publication will be made in Luxembourg in the LUXEMBURGER WORT. Any such notice
shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such publication. So long as
the notes are listed on the Luxembourg Stock Exchange, any appointment of or
change in the Luxembourg paying agent and transfer agent will be published in
Luxembourg in the manner set forth above.

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<PAGE>
UNITED STATES TAXATION FOR NON-U.S. HOLDERS

GENERAL

This section summarizes the material U.S. federal income tax consequences to
Non-U.S. Holders of notes, as defined below. It represents the views of our tax
counsel, Bryan Cave LLP. However, the discussion is limited in the following
ways:

- The discussion only covers you if you buy your notes in the initial
offering.

- The discussion only covers you if you hold your notes as a capital asset
(that is, for investment purposes), and if you do not have a special tax
status.

- The discussion does not cover tax consequences that depend upon your
particular tax circumstances. You should consult your tax advisor about
the consequences of holding notes in your particular situation.

- The discussion is based on current law. Changes in the law may change the
tax treatment of the notes.

- The discussion does not cover state, local or foreign law.

- The discussion does not apply to you if you (a) own 10% or more of the
voting stock of WorldCom, (b) are a "controlled foreign corporation" with
respect to WorldCom, or (c) are a bank making a loan in the ordinary
course of its business.

- We have not requested a ruling from the IRS on the tax consequences of
owning the notes. As a result, the IRS could disagree with portions of
this discussion.

IF YOU ARE CONSIDERING BUYING NOTES, YOU SHOULD CONSULT YOUR TAX ADVISORS
ABOUT THE TAX CONSEQUENCES OF HOLDING THE NOTES IN YOUR PARTICULAR SITUATION.

TAX CONSEQUENCES TO NON-U.S. HOLDERS

A "Non-U.S. Holder" is:

- an individual that is not a citizen or resident of the U.S.;

- a corporation organized or created under non-U.S. law; or

- an estate or trust that is not subject to U.S. federal income tax on its
worldwide income.

If a partnership holds notes, the tax treatment of a partner will generally
depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding notes should consult their tax
advisors.

WITHHOLDING TAXES

Generally, payments of principal and interest on the notes will not be
subject to U.S. withholding taxes.

However, for the exemption from withholding taxes to apply to you, you must
meet one of the following requirements:

- You provide your name, address, and a signed statement that you are the
beneficial owner of the note and are not a U.S. Holder. This statement is
generally made on Form W-8 or Form W-8BEN. After December 31, 2000, only
Form W-8BEN will be acceptable.

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<PAGE>
- You or your agent claim an exemption from withholding tax under an
applicable tax treaty. This claim is generally made on Form 1001 or
Form W-8BEN. After December 31, 2000, only Form W-8BEN will be acceptable.

- You or your agent claim an exemption from withholding tax on the ground
that the income is effectively connected with the conduct of a trade or
business in the U.S. This claim is generally made on Form 4224 or
Form W-8ECI. After December 31, 2000, only Form W-8ECI will be acceptable.

A claim for exemption will not be valid if the person receiving the
applicable form has actual knowledge that the statements on the form are false.
You should consult your tax advisor about the specific methods for satisfying
these requirements.

SALE OR RETIREMENT OF NOTES

If you sell a note or it is redeemed, you will not be subject to U.S.
federal income tax on any gain unless one of the following applies:

- The gain is connected with a trade or business that you conduct in the
U.S.

- You are an individual, you are present in the U.S. for at least 183 days
during the year in which you dispose of the note, and certain other
conditions are satisfied.

U.S. TRADE OR BUSINESS

If you hold your note in connection with a trade or business that you are
conducting in the U.S.:

- Any interest on the note, and any gain from disposing of the note,
generally will be subject to U.S. federal income tax.

- If you are a corporation, you may be subject to the "branch profits tax"
on your earnings that are connected with your U.S. trade or business,
including earnings from the note. The branch profits tax is 30%, but may
be reduced or eliminated by an applicable income tax treaty.

INFORMATION REPORTING AND BACKUP WITHHOLDING

- Principal and interest payments received by you will generally be exempt
from information reporting and backup withholding (imposed at a rate of
31%) if you provide the tax certifications needed to avoid withholding tax
on interest, as described above. The exemption does not apply if the
recipient of the applicable form has actual knowledge that the statements
on the form are false. In addition, interest payments made to you will be
reported to the IRS on Form 1042-S.

- Sale proceeds you receive on a sale of your notes through a broker may be
subject to information reporting and/or backup withholding (imposed at a
rate of 31%) if you are not eligible for an exemption. In particular,
information reporting and backup withholding may apply if you use the U.S.
office of a broker, and information reporting (but not backup withholding)
may apply if you use the foreign office of a broker that has certain
connections to the U.S. You should consult your tax advisor concerning
information reporting and backup withholding on a sale of your notes.

- Backup withholding is not a separate tax, but is allowed as a refund or
credit against your U.S. federal income tax, provided the necessary
information is timely furnished to the IRS.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement
dated as of the date of this prospectus supplement, each of the underwriters has
severally agreed to purchase, and we have agreed to sell to each underwriter,
the principal amount of notes set forth opposite the name of each underwriter:

<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF
UNDERWRITER FLOATING RATE NOTES NOTES DUE 2003 NOTES DUE 2006 NOTES DUE 2010
- ----------- ------------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Salomon Smith Barney Inc.......... 600,000,000 400,000,000 518,750,000 484,375,000
J.P. Morgan Securities Inc........ 450,000,000 300,000,000 375,000,000 375,000,000
Banc of America Securities LLC.... 112,500,000 75,000,000 93,750,000 93,750,000
Chase Securities Inc. ............ 112,500,000 75,000,000 93,750,000 93,750,000
Lehman Brothers Inc. ............. 112,500,000 75,000,000 93,750,000 93,750,000
Blaylock & Partners, L.P.......... 22,500,000 15,000,000 18,750,000 18,750,000
Credit Suisse First Boston
Corporation..................... 22,500,000 15,000,000 18,750,000 18,750,000
Deutsche Bank Securities Inc. .... 22,500,000 15,000,000 0 34,375,000
Goldman, Sachs & Co. ............. 22,500,000 15,000,000 18,750,000 18,750,000
UBS Warburg LLC................... 22,500,000 15,000,000 18,750,000 18,750,000
------------- ------------- ------------- -------------
Total:........................ 1,500,000,000 1,000,000,000 1,250,000,000 1,250,000,000
============= ============= ============= =============
</TABLE>

Salomon Smith Barney Inc. is the book running manager for this offering.
Salomon Smith Barney Inc. and J.P. Morgan Securities Inc. are lead managers for
our offering of notes.

The underwriting agreement provides that the obligations of the several
underwriters to purchase the notes included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the notes if they purchase any of
the notes.

WorldCom has been advised by the underwriters that the underwriters propose
initially to offer some of the notes to the public at the public offering prices
set forth on the cover page of this prospectus supplement and some of the notes
to certain dealers at the public offering price less concessions not in excess
of .100%, in the case of the floating rate notes, not in excess of .150%, in the
case of the notes due 2003, not in excess of .225%, in the case of the notes due
2006 and not in excess of .300%, in the case of the notes due 2010, of the
principal amount of the notes. The underwriters may allow, and these dealers may
reallow, concessions not in excess of .050%, in the case of the floating rate
notes, not in excess of .125%, in the case of the notes due 2003, not in excess
of .200%, in the case of the notes due 2006 and not in excess of .250%, in the
case of the notes due 2010, of the principal amount of the notes on sales of the
notes to certain other dealers. After the initial public offering, the public
offering prices and such concessions may be changed.

In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include over-allotment,
syndicate covering transactions and stabilizing transactions. Over-allotment
involves syndicate sales of notes in excess of the principal amount of notes to
be purchased by the underwriters in the offering, which creates a syndicate
short position. Syndicate covering transactions involve purchases of the notes
in the open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of notes made for the purpose of preventing or retarding a decline in
the market price of the notes while the offering is in progress.

The underwriters may also impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when they,
in covering syndicate short positions or making stabilizing purchases,
repurchase notes originally sold by that syndicate member.

S-39
<PAGE>
Any of these activities may cause the price of the notes to be higher than
the price that otherwise would exist in the open market in the absence of such
transactions. These transactions may be effected in the over-the-counter market
or otherwise and, if commenced, may be discontinued at any time.

We estimate that our total allocable expenses of this offering, excluding
underwriting discounts, will be approximately $1,500,000.

The underwriters and their affiliates have performed certain investment
banking and advisory and general financing and banking services for us from time
to time for which they have received customary fees and expenses. The
underwriters and their affiliates may, from time to time, be customers of,
engage in transactions with and perform services for us in the ordinary course
of their business. Salomon Smith Barney Inc. has acted as financial advisor to
WorldCom in connection with the Sprint merger, for which it has received certain
fees and for which it expects to receive additional fees upon the closing of the
Sprint merger. In addition, Salomon Smith Barney Inc. will receive a financial
advisory fee in connection with this offering.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of any of those
liabilities.

The notes are offered for sale in those jurisdictions in the United States,
Europe, Asia and elsewhere where it is lawful to make such offers.

Each of the underwriters has represented and agreed that it has not and will
not offer, sell or deliver any of the notes directly or indirectly, or
distribute this prospectus supplement or the prospectus or any other offering
material relating to the notes, in or from any jurisdiction except under
circumstances that will result in compliance with the applicable laws and
regulations thereof and that will not impose any obligations on us except as set
forth in the underwriting agreement.

In particular, each underwriter has represented and agreed that:

- It has not offered or sold and will not offer or sell any notes to persons
in the United Kingdom prior to the expiry of the period of six months from
the issue date of the notes except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purpose of their businesses or otherwise
in circumstances which have not resulted and will not result in an offer
to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995.

- It has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue of
the notes to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 (as amended) or is a person to whom such document may otherwise
lawfully be issued or passed on.

- It has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to any notes in, from or otherwise involving the United Kingdom.

- It will not offer or sell any notes directly or indirectly in Japan or to,
or for the benefit of any Japanese person or to others, for re-offering or
re-sale directly or indirectly in Japan or to any Japanese person except
under circumstances which will result in compliance with all applicable
laws, regulations and guidelines promulgated by the relevant governmental
and regulatory authorities in effect at the relevant time. For purposes of
this paragraph, "Japanese person" shall mean any person resident in Japan,
including any corporation or other entity organized under the laws of
Japan.

S-40
<PAGE>
Although application has been made to list the notes on the Luxembourg Stock
Exchange, the notes are a new issue of securities with no established trading
market. No assurance can be given as to the liquidity of, or the trading markets
for, the notes. Purchasers of the notes may be required to pay stamp taxes and
other charges in accordance with the laws and practices of the country of
purchase in addition to the issue prices set forth on the cover page hereof. We
have been advised by the underwriters for the notes that they intend to make a
market in the notes, but they are not obligated to do so and may discontinue
such market-making at any time without notice.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy these reports, proxy
statements and other information at the public reference facilities of the SEC,
in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Suite 1400, Citicorp Center,
500 W. Madison Street, Chicago, Illinois 60661-2511. You can also obtain copies
of these materials from the public reference section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. The SEC
also maintains a web site that contains reports, proxy and information
statements and other information filed with the SEC (http://www.sec.gov).

We have filed a registration statement and related exhibits with the SEC
under the Securities Act of 1933 (the "Securities Act"). This prospectus is a
part of that registration statement. The registration statement contains
additional information about us and the debt securities. You may inspect the
registration statement and exhibits without charge at the office of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies from
the SEC at prescribed rates. The SEC allows us to "incorporate by reference" the
information we file with it, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the following documents we filed with
the SEC under File No. 000-11258:

- Our Annual Report on Form 10-K for the year ended December 31, 1999.

- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

- Our Current Reports on Form 8-K dated October 4, 1999 (filed October 6,
1999), Form 8-K dated October 5, 1999 (filed October 15, 1999),
Form 8-K-1 dated April 11, 2000 (filed April 11, 2000), Form 8-K-2 dated
April 11, 2000 (filed April 11, 2000) and Form 8-K dated May 16, 2000
(filed May 16, 2000).

- All documents filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and before we stop offering the debt securities (other than
those portions of such documents described in paragraphs (i), (k), and
(l) of Item 402 of Regulation S-K promulgated by the SEC).

You may receive a copy of any of these filings (except exhibits, unless the
exhibits are specifically incorporated), at no cost, by writing or telephoning:

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

S-41
<PAGE>
For as long as the notes are listed on the Luxembourg Stock Exchange, the
documents incorporated by reference in this prospectus supplement and our
periodic reports filed with the SEC are available without charge from our
transfer and paying agent in Luxembourg, Kredeitbank S. A. Luxembourgeoise, 43
Boulevard Royal, L-2955 Luxembourg.

You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information.

LEGAL MATTERS

The legality of the notes offered by this prospectus will be passed upon for
WorldCom by P. Bruce Borghardt, Esq., General Counsel--Corporate Development of
WorldCom. Mr. Borghardt is paid a salary by WorldCom, is a participant in
various employee benefit plans offered by WorldCom to employees of WorldCom
generally and owns and has options to purchase shares of WorldCom common stock.
Bryan Cave LLP, St. Louis, Missouri, is also representing us in connection with
some of the aspects of the notes. The underwriters have been represented by
Cravath, Swaine & Moore, New York, New York. Cravath, Swaine & Moore is
representing WorldCom in connection with the Sprint merger and may represent
WorldCom in connection with other matters from time to time.

GENERAL INFORMATION

LISTING

Application has been made to list the notes on the Luxembourg Stock
Exchange. In connection with the listing application, WorldCom's amended and
restated articles of incorporation, as amended, and restated by-laws and a legal
notice relating to the issuance of the notes have been deposited prior to
listing with the Chief Registrar of the District Court of Luxembourg, where
copies thereof may be obtained upon request. Copies of the above documents
together with this prospectus supplement, the accompanying prospectus, and
indenture and our current Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, as well as all such future reports,
so long as any of the notes are outstanding, will be made available for
inspection at the main office of Kredietbank S.A. Luxembourgeoise, in
Luxembourg. Kredietbank S.A. Luxembourgeoise will act as intermediary for
WorldCom and the holders of the notes. In addition, copies of the above reports
of WorldCom may be obtained free of charge at such office. The underwriting
agreement will be available for inspection at Kredietbank S.A. Luxembourgeoise.
Kredietbank S.A. Luxembourgeoise will act as intermediary between WorldCom and
the holders of the notes so long as the notes are in global form.

INDEPENDENT ACCOUNTANTS

The Independent Accountants of WorldCom are Arthur Andersen LLP, independent
accountants, Jackson, Mississippi.

MATERIAL CHANGE

Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, there has been no material adverse change in
our financial position since March 31, 2000.

LITIGATION

Other than as disclosed or contemplated in the documents incorporated herein
by reference, neither we nor any of our subsidiaries is involved in litigation,
arbitration, or administrative proceedings relating to claims or amounts that
are material in the context of the issue of the notes and we are not aware of
any such litigation, arbitration, or administrative proceedings pending or
threatened.

S-42
<PAGE>
AUTHORIZATION

Resolutions relating to the issue and sale of the notes were adopted by the
Board of Directors of WorldCom on March 31, 2000.

IDENTIFICATION NUMBERS

The notes have been accepted for clearing through Euroclear and Clearstream,
Luxembourg. The notes have been assigned the International Security
Identification Numbers (ISIN) and CUSIP Numbers set forth below:

<TABLE>
<CAPTION>
ISIN CUSIP
-------------------- ---------------
<S> <C> <C>
Floating Rate Notes................... US98157DAA46 98157D AA 4
Notes Due 2003........................ US98157DAB29 98157D AB 2
Notes Due 2006........................ US98157DAC02 98157D AC 0
Notes Due 2010........................ US98157DAD84 98157D AD 8
</TABLE>

S-43
<PAGE>
PROSPECTUS

[LOGO]

DEBT SECURITIES

This prospectus describes debt securities which we may issue and sell at
various times:

- The debt securities may be debentures, notes or other unsecured evidences
of indebtedness of WorldCom.

- We may issue them in one or several series.

- The total principal amount of the debt securities we will issue under this
prospectus will be not more than U.S. $15 billion (or the equivalent
amount in other currencies).

- The terms of each series of debt securities (interest rates, maturity,
redemption provisions and other terms) will be determined at the time of
sale, and will be specified in a prospectus supplement which will be
delivered together with this prospectus at the time of the sale.

We may sell debt securities to or through underwriters, dealers or agents.
We may also sell debt securities directly to investors. More information about
the way we will distribute the debt securities is under the heading "Plan of
Distribution." Information about the underwriters or agents who will participate
in any particular sale of debt securities will be in the prospectus supplement
relating to that series of debt securities.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is May 12, 2000.
<PAGE>
We have not authorized anyone to give any information or to make any
representations concerning the offering of the debt securities except that which
is in this prospectus or in the prospectus supplement which is delivered with
this prospectus, or which is referred to under "Where You Can Find More
Information." If anyone gives you any other information or makes any other
representations, you should not rely on them. This prospectus is not an offer to
sell or a solicitation of an offer to buy any securities other than the debt
securities which are referred to in the prospectus supplement. This prospectus
is not an offer to sell or a solicitation of an offer to buy such debt
securities in any circumstances in which such offer or solicitation is unlawful.
You should not interpret the delivery of this prospectus, or any sale of debt
securities, as an indication that there has been no change in our affairs since
the date of this prospectus. You should also be aware that information in this
prospectus may change after this date.

TABLE OF CONTENTS

<TABLE>
<S> <C>
About This Prospectus.................. 2

Where You Can Find More Information.... 3

Cautionary Statement Regarding Forward-
Looking Statements................... 4

WorldCom............................... 5

Recent Developments.................... 5

Use Of Proceeds........................ 6

Ratio Of Earnings To Fixed Charges..... 7

Description Of Debt Securities......... 7

Plan Of Distribution................... 17

Book-Entry Debt Securities............. 18

Certain United States Federal Income
Tax Documentation Requirements For
Non-U.S. Holders..................... 20

Lawyers................................ 22

Experts................................ 22
</TABLE>

ABOUT THIS PROSPECTUS

You should rely only on the information contained in or incorporated by
reference into this prospectus. This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission, or the
"SEC," utilizing a "shelf" registration process. Under this process, we may sell
any combination of the debt securities described in this prospectus in one or
more offerings up to a total dollar amount of U.S. $15,000,000,000 or the
equivalent in other currencies. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the next heading "Where You Can Find More Information."

2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy these reports, proxy
statements and other information at the public reference facilities of the SEC,
in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Suite 1400, Citicorp Center,
500 W. Madison Street, Chicago, Illinois 60661-2511. You can also obtain copies
of these materials from the public reference section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. The SEC
also maintains a website that contains reports, proxy and information statements
and other information filed with the SEC (http://www.sec.gov).

- Our Annual Report on Form 10-K for the year ended December 31, 1999.

- Our Current Reports on Form 8-K dated October 4, 1999 (filed October 6,
1999), Form 8-K dated October 5, 1999 (filed October 15, 1999),
Form 8-K-1 dated April 11, 2000 (filed April 11, 2000) and Form 8-K-2
dated April 11, 2000 (filed April 11, 2000).

You may receive a copy of any of these filings (except exhibits, unless the
exhibits are specifically incorporated), at no cost, by writing or telephoning:

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

You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information.

3
<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The following statements are or may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995:

- any statements preceded by, followed by or that include the words
"intends," "estimates," "believes," "expects," "anticipates," "should,"
"could," or similar expressions; and

- other statements contained or incorporated by reference herein regarding
matters that are not historical facts.

Such statements are subject to risks and uncertainties. You should
understand that certain important factors, in addition to the factors discussed
in the documents we incorporate by reference in this prospectus, could affect
our future results and could cause those results to differ materially from those
expressed in our forward-looking statements. You should not place undue reliance
on any of our forward-looking statements, which speak only as of the date
thereof. The important factors that could cause actual results to differ
materially from those in the forward-looking statements herein include, without
limitation:

- whether the Sprint merger is completed and the ability to integrate the
operations of WorldCom and Sprint, including their respective products and
services;

- the effects of vigorous competition in the markets in which we operate;

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

- risks of international business;

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

- contingent liabilities;

- the impact of competitive services and pricing;

- risks associated with the Euro conversion efforts;

- risks associated with 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 SEC.

Our independent public accountants have not examined or compiled the
forward-looking statements referred to above or any forecasts or other
projections incorporated by reference herein and, accordingly, they do not
provide any assurance with respect to such statements.

The cautionary statements contained or referred to in this section should be
considered in connection with any subsequent written or oral forward-looking
statements that may be issued by WorldCom or persons acting on its behalf.
WorldCom does not undertake any obligation to release publicly any revisions to
such forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.

4
<PAGE>
WORLDCOM

Organized in 1983, WorldCom, Inc., a Georgia corporation, provides a broad
range of communications, outsourcing, and managed network services to both U.S.
and non-U.S. based corporations. We are a global communications company
utilizing a facilities-based, on-net strategy throughout the world. The on-net
approach allows our customers to send data streams or voice traffic across town,
across the U.S., or to any of our facilities-based networks in Europe or Asia,
without ever leaving the confines of our network. The on-net approach provides
our customers with superior reliability and low operating costs. Prior to
September 15, 1998, we were named WorldCom, Inc. From September 15, 1998 through
April 30, 2000, we were named MCI WORLDCOM, Inc. Effective May 1, 2000, we
changed our name back to WorldCom, Inc.

We leverage our facilities-based networks to focus on data and the Internet.
We provide the building blocks or foundation for the new e-conomy. Whether it is
an emerging e-business or a larger, more established company who is embracing an
e-business approach, we provide the communications infrastructure to help make
them successful. From private networking--frame relay and asynchronous transfer
mode ("ATM")--to high capacity Internet and related services, to hosting for
complex, high volume mega-sites, to turn-key network management and outsourcing,
we provide the broadest range of Internet and traditional, private networking
services available from any provider.

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.

We serve as a holding company for our subsidiaries' operations. Our
principal executive offices are located at 500 Clinton Center Drive, Clinton,
Mississippi 39056, and our telephone number is (601) 460-5600.

RECENT DEVELOPMENTS

Sprint is a diversified telecommunications company, providing long distance,
local and wireless communications services. Sprint's business is organized in
two groups: the Sprint PCS group and Sprint FON group. Sprint built and operates
the United States' first nationwide all-digital, fiber-optic network and is a
leader in advanced data communications services. In 1999 Sprint had $20 billion
in annual revenues and serves more than 20 million business and residential
customers. Additional information regarding Sprint and the Sprint merger
agreement is contained in our Current Reports on Form 8-K-1 dated April 11, 2000
(filed April 11, 2000) and Form 8-K-2 dated April 11, 2000 (filed April 11,
2000), which is incorporated by reference herein.

Under the merger agreement with Sprint, each outstanding share of Sprint FON
common stock will be exchanged for $76.00 of WorldCom common stock, subject to a
collar. In addition, each share of Sprint PCS common stock will be exchanged for
one share of a new WorldCom PCS tracking stock and 0.116025 shares of WorldCom
common stock. The terms of the WorldCom PCS tracking stock will be virtually
identical to the terms of Sprint's PCS common stock and will be designed to
track the performance of the PCS business of the surviving company in the Sprint
merger. Holders of Sprint class A stock will receive that amount of WorldCom
common stock and WorldCom PCS tracking stock as if such class A stock had been
converted into Sprint FON common stock and Sprint PCS common stock immediately
before the Sprint merger. Holders of the other classes or series of Sprint
capital stock will receive one share of a class or series of our capital stock
with virtually identical terms, which

5
<PAGE>
will be established in connection with the Sprint merger, for each share of
Sprint capital stock that they own. Sprint has announced that it will redeem for
cash each outstanding share of the Sprint first and second series preferred
stock on May 25, 2000. The Sprint merger will be accounted for as a purchase and
will be tax-free to Sprint stockholders.

The actual number of shares of WorldCom common stock to be exchanged for
each share of Sprint FON common stock will be determined based on the average
trading prices of WorldCom common stock prior to the closing, but will not be
less than 1.4100 shares (if WorldCom's average stock price equals or exceeds
$53.9007) or more than 1.8342 shares (if WorldCom's average stock price equals
or is less than $41.4350).

USE OF PROCEEDS

Unless we indicate otherwise in the prospectus supplement which accompanies
this prospectus, we will use the net proceeds from the sale of the debt
securities for general corporate purposes. These may include, but are not
limited to, the repayment of indebtedness, acquisitions, additions to working
capital, and capital expenditures. Pending such use, the proceeds may be
invested temporarily in short-term marketable securities. The prospectus
supplement relating to an offering will contain a more detailed description of
the use of proceeds of any specific offering of securities.

6
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of our earnings to our fixed
charges for each of the five years ended December 31, 1999. We base these ratios
on our historical consolidated financial statements.

For current information on the ratio or earnings to fixed charges, see
"Where You Can Find More Information" on page 3.

<TABLE>
<CAPTION>
HISTORICAL
----------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.................. 2.28:1 -- 1.84:1 -- 5.75:1
Deficiency of Earnings to Fixed Charges (in
millions)......................................... -- $(2,288) -- $(1,834) --
</TABLE>

NOTE TO COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(1) For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of pretax income (loss) from continuing operations,
excluding minority interests in losses of consolidated subsidiaries, and
fixed charges consist of pretax interest (including capitalized interest) on
all indebtedness, amortization of debt discount and expense, and that
portion of rental expense which we believe to be representative of interest.
For the historical year ended December 31, 1996 and 1998, earnings were
inadequate to cover fixed charges by the amounts shown.

DESCRIPTION OF DEBT SECURITIES

This section describes some of the general terms of the debt securities. The
prospectus supplement describes some of the particular terms of the debt
securities we are offering. The prospectus supplement also indicates the extent,
if any, to which some of such general provisions may not apply to the debt
securities being offered.

We may offer under this prospectus up to $15,000,000,000 aggregate principal
amount of debt securities, or if debt securities are issued at a discount, or in
a foreign currency or composite currency, such principal amount as may be sold
for an initial public offering price of up to $15,000,000,000 or its equivalent
in other currencies. Unless otherwise specified in a supplement to this
prospectus, the debt securities will be our direct, unsecured obligations and
will rank equally with all of our other unsecured and unsubordinated
indebtedness.

THE INDENTURE

We will issue the debt securities under an indenture between us and Chase
Manhattan Trust Company, National Association, which is serving as trustee. The
indenture is an exhibit to the registration statement. We are summarizing some
of the important provisions of the debt securities and the indenture. This is
not a complete description of the important terms. You should read to the
specific terms of the indenture for a complete statement of the terms of the
indenture and the debt securities. When we use capitalized terms which we do not
define here, those terms have the meanings given in the indenture. When we use
references to sections, we mean sections in the indenture. When we refer to
those terms or use those references, we are incorporating those terms or
sections by reference in this prospectus.

7
<PAGE>
GENERAL

The indenture does not limit the amount of debt securities that we may issue
under the indenture, nor does it limit other debt that we may issue. We may
issue the debt securities at various times in different series, each of which
may have different terms.

We will establish the terms of each series of debt securities through a
resolution of our board of directors, or under authority granted by our board,
or under a supplement to the indenture. Unless a prospectus supplement relating
to a particular series of debt securities provides otherwise, the indenture and
the terms of the debt securities will not contain any covenants designed to
afford holders of any debt securities protection in a highly leveraged or other
transaction involving us, whether or not resulting in a change of control, that
may adversely affect holders of the debt securities.

The prospectus supplement relating to the particular series of debt
securities we are offering includes the following information concerning those
debt securities:

- The title of the debt securities.

- Any limit on the aggregate amount of the debt securities that we may
offer.

- The price at which we are offering the debt securities. We will usually
express the price as a percentage of the principal amount.

- The maturity date or dates, or the method for determining the maturity
date or dates of the debt securities.

- The interest rate or rates per annum on the debt securities. We may
specify a fixed rate or a variable rate, or we may specify a method for
determining such rate or rates, or we may offer debt securities that do
not bear interest but that are sold at a substantial discount from the
amount payable at maturity.

- The date or dates from which interest on the debt securities will accrue.

- The date or dates on which we will pay interest and the regular record
dates for determining who is entitled to receive the interest. Unless we
otherwise specify in the prospectus supplement, we will calculate interest
on the basis of a year of 360 days of twelve 30-day months.

- Where we will make payments on the debt securities and where you may
transfer or exchange debt securities.

- If applicable, the date or dates on which or after which, and the prices
at which, we have the option or obligation to redeem the debt securities
or you have the option to require us to redeem the debt securities and any
detailed terms and provisions of those repurchase or redemption
provisions, including any sinking fund or similar provisions.

- The currency or currencies in which we will make payments on the debt
securities. Payments on the debt securities may be in two or more
currencies or in currency units or composite currencies.

- Whether payments on the debt securities will be determined from an index,
formula or other method (which may be, but need not be, based on one or
more currencies, currency units or composite currencies).

- The name of any security registrar or paying agent or other agents for the
debt securities, if the trustee will not be performing such functions.

- The amount that we would be required to pay if the maturity of the debt
securities is accelerated, if that amount is other than the principal
amount.

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- Any special rights that the holders of the debt securities may have if
specified events occur.

- If applicable, any limitations on our rights to defease our obligations
under the debt securities by depositing cash or securities.

- Any additional or modified covenants or other material terms relating to
the debt securities, or any provisions of the indenture that will not
apply to the debt securities.

- Any additional or changes in the events of default that will apply to the
debt securities, or any events of default which will not apply to the debt
securities. (Section 301).

None of our stockholders, employees, officers, directors or incorporators,
past, present or future, will have any personal liability in respect of our
obligations of under the indenture or the debt securities on account of such
status. (Section 113).

ORIGINAL ISSUE DISCOUNT SECURITIES

If debt securities are original issue discount securities, we will offer and
sell them at a substantial discount below their stated principal amount. We will
describe Federal income tax consequences and other special considerations
applicable to any such original issue discount securities in the prospectus
supplement. "Original issue discount security" means any security which provides
that less than the full principal amount will be due if the maturity is
accelerated or if the security is redeemed before its maturity.

FOREIGN CURRENCIES

If we denominate the purchase price of any of the debt securities in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of and any premium and interest on any series of debt securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
we will provide you with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect to that issue
of debt securities and such foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.

FORM AND DENOMINATIONS

Unless we otherwise indicate in the prospectus supplement, the debt
securities will be in fully registered form, without coupons, in denominations
of $1,000 or any multiple thereof. (Section 302).

TRANSFER AND EXCHANGE

Each debt security will be represented by either one or more global
securities registered in the name of The Depository Trust Company, as
depositary, or a nominee (we will refer to any debt security represented by a
global debt security as a "book-entry debt security"), or a certificate issued
in definitive registered form (we will refer to any debt security represented by
a certificated security as a "certificated debt security") as set forth in the
applicable prospectus supplement. Except as set forth under the heading
"Book-Entry Debt Securities" below, book-entry debt securities will not be
issuable in certificated form.

In the case of certificated debt securities, you may transfer or exchange
certificated debt securities at any office we maintain for this purpose in
accordance with the terms of the indenture. No service charge will be made for
any transfer or exchange of certificated debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with a transfer or exchange.

You may effect the transfer of certificated debt securities and the right to
receive the principal of, premium, if any, and interest on certificated debt
securities only by surrendering the certificate

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representing those certificated debt securities and either reissuance by us or
the trustee of the certificate to the new holder or the issuance by us or the
trustee of a new certificate to the new holder. (Section 305).

PRIORITY OF THE DEBT SECURITIES

The debt securities will be our senior unsecured obligations and will rank
PARI PASSU (i.e., equally and ratably) with all of our other senior unsecured
and unsubordinated indebtedness.

The debt securities will be effectively subordinated to any of our secured
indebtedness to the extent of the value of the assets securing that
indebtedness. The indenture permits us and our Restricted Subsidiaries (defined
below) to incur or permit to be outstanding secured indebtedness up to 10% of
the total assets of WorldCom and our subsidiaries, in addition to permitted
liens which are described below under "Certain Restrictions--Limitation on
Liens." Our assets consist principally of the stock of and advances to our
subsidiaries. Almost all of our operating assets are owned by our subsidiaries
and we rely primarily on interest and dividends from our subsidiaries to meet
our obligations to make payments on our debt and to pay our other expenses. The
debt securities will be "structurally subordinated" to all obligations,
including trade payables, of our subsidiaries, which means that, in case of
insolvency or bankruptcy, the claims of the direct creditors of our subsidiaries
would have to be satisfied before any funds would be available to the holders of
the debt securities as creditors of WorldCom only. The indenture does not
restrict our subsidiaries from incurring unsecured indebtedness.

A "subsidiary" is an entity of which we own a majority of the outstanding
voting securities having voting power for the election of directors (or their
equivalent). Corporations owned by our subsidiaries are also considered to be
our subsidiaries.

A "Restricted Subsidiary" is any of our subsidiaries (1) which has
substantially all of its property in the United States (other than its
territories and possessions) and (2) in which the total of our securities of,
loans and advances to and other investments in, such subsidiary exceeded 10% of
our Consolidated Net Tangible Assets (as defined below) at the end of the
quarter preceding the date of this determination, except that:

- a subsidiary we acquire after the date of the indenture will not be a
Restricted Subsidiary unless our Board of Directors designates it as such
or unless it is treated similarly under our $10.75 billion bank credit
facilities or another agreement we enter into for borrowed money;

- a special purpose "receivables subsidiary," which is a wholly-owned
subsidiary created specifically to sell, convey, or grant a security
interest in or otherwise transfer undivided percentage interests in its
receivables, will not be considered a Restricted Subsidiary; and

- any subsidiary we have designated as unrestricted for purposes of our
$10.75 billion bank credit facilities or another agreement we enter into
for borrowed money will not be considered a Restricted Subsidiary.

"Property" means any interest of any person in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible (including
capital stock in other corporations), but it does not include capital stock that
we have issued to others.

"Capital stock" means shares or other equivalents of corporate stock,
partnership interest or any other equity interest, but excludes any debt
security convertible or exchangeable into an equity interest.

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Our "Consolidated Net Tangible Assets" are our consolidated total assets
(with our subsidiaries) as reflected in our most recent balance sheet, less:

- current liabilities, excluding current maturities of long-term debt and
capital lease obligations (which is an indebtedness represented by
obligations under a lease that we are required to capitalize for financial
reporting purposes); and

- goodwill, trademarks, patents and minority interests of others.

CERTAIN RESTRICTIONS

CONSOLIDATION, MERGER AND SALE OF ASSETS

We may not consolidate or merge with or sell, lease or convey all or
substantially all of our assets to, any other corporation unless (a) the
surviving corporation (if it is not WorldCom) is a corporation organized and
existing under the laws of the United States or one of the fifty United States
and it expressly assumes (pursuant to a supplemental indenture) to pay the
principal and any interest on your debt securities and to perform and observe
all of the covenants and conditions under the indenture, and (b) immediately
after such transactions, there is no default in the performance of any of our
covenants or the conditions of the indenture. Upon any such consolidation,
merger or sale, the successor corporation will succeed to and be substituted for
us under the indenture. (Section 801).

LIMITATION ON LIENS

A lien is a preference arrangement on property, such as

- a mortgage or deed of trust;

- a pledge;

- a hypothecation;

- an assignment;

- a deposit arrangement;

- a security interest;

- a charge;

- an easement or zoning restriction that materially impairs usefulness or
marketability;

- an encumbrance;

- a preference;

- a priority;

- a security agreement;

- a capital lease obligation;

- a conditional sale;

- any other agreement that has the same economic effect as any of the above;
or

- any "sale and leaseback transaction," which is an arrangement whereby we,
or a Restricted Subsidiary, would sell and then lease back property from
the purchaser.

Under the indenture, we may not, and we may not allow our Restricted
Subsidiaries to, allow any lien on any of our property or assets (which includes
capital stock), unless the lien secures your debt securities equally and ratably
with, or prior to, any other indebtedness secured by such lien, subject to

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certain exceptions described below. (Section 1004). The indenture excepts from
this limitation secured debt which we or our Restricted Subsidiaries may issue,
assume, guarantee or permit to exist up to 10% of the value of our total assets
as shown on our most recent balance sheet at the time. This restriction will not
apply to:

- liens existing at the date of the indenture;

- liens on property that exist when we acquire the property and liens that
secure payment of the purchase price of the property;

- liens that secure debt which a Restricted Subsidiary owes to us or to
another Restricted Subsidiary;

- liens on property, shares of stock or indebtedness of any entity that
exists when (a) it becomes a Restricted Subsidiary, (b) is merged into or
consolidated with us or a Restricted Subsidiary, or (c) we or a Restricted
Subsidiary acquires all or substantially all of the assets of the entity,
provided that no such lien extends to any other property of us or a
Restricted Subsidiary;

- liens on property to secure debt incurred for development or improvement
of the property;

- liens securing (a) nondelinquent performance of bids or contracts (other
than for borrowed money, obtaining of advances or credit or the securing
of debt), (b) contingent obligations on surety and appeal bonds and
(c) other similar nondelinquent obligations, in each case incurred in the
ordinary course of business;

- liens securing capital lease obligations, provided that (a) any such lien
attaches to the property within 270 days after the acquisition thereof and
(b) such lien attaches solely to the property so acquired;

- liens arising solely by virtue of any statutory or common law provision
relating to banker's liens, rights of set-off or similar rights and
remedies as to deposit account or other funds, provided that such deposit
account is not a dedicated cash collateral account and is not subject to
restrictions against our access in excess of those set forth by
regulations promulgated by the Federal Reserve Board and such deposit
account is not intended by us to provide collateral to the depository
institution;

- pledges or deposits under worker's compensation laws, unemployment
insurance laws or similar legislation;

- statutory and tax liens for sums not yet due or delinquent or which are
being contested or appealed in good faith by appropriate proceedings;

- liens arising solely by operation of law and in the ordinary course of
business, such as mechanics', materialmen's, warehousemen's and carriers'
liens and liens of landlords or of mortgages of landlords on fixtures and
movable property located on premises leased in the ordinary course of
business;

- liens on personal property (other than shares or debt of Restricted
Subsidiaries) securing loans maturing in not more than one year or on
accounts receivables in connection with a receivables financing program;
or

- extensions, renewals or replacement of any of the liens described above,
if limited to all or any part of the same property securing the original
lien.

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EVENTS OF DEFAULT, NOTICE AND WAIVER

An event of default in respect of any series of debt securities means:

- default for 30 days in payment of any interest installment;

- default in payment of principal, premium, if any, or sinking fund
obligation when due;

- default, for 90 days after we receive notice as provided in the indenture,
in performance of any other covenant or breach of any warranty in the
indenture governing such series;

- certain events of our bankruptcy, insolvency or reorganization or
receivership; and

- any other events which we may specify for such series, which will be
indicated in the prospectus supplement for such series. (Section 501).

Within 90 days after a default in respect of any series of debt securities,
the trustee must give to the holders of such series notice of all uncured and
unwaived defaults by us known to it. However, except in the case of default in
payment, the trustee may withhold such notice if it determines that such
withholding is in the interest of such holders. (Section 601). The trustee is
not deemed to have notice of any default described in the first three bullet
points unless specifically notified in writing by WorldCom or the holders of 10%
of the aggregate principal of the debt securities then outstanding.
(Section 602).

If an event of default occurs in respect of any outstanding series of debt
securities, the trustee or the holders of not less than 25% in principal amount
of the outstanding debt securities of that series may declare the principal
amount (or, if the debt securities of that series are original issue discount
securities or indexed securities, such portion of the principal amount as may be
specified in the terms thereof) of all of the debt securities of that series to
be due and payable immediately by written notice thereof to us (and to the
trustee if given by the holders). However, at any time after such a declaration
of acceleration but before a judgment or decree for payment of the money due has
been obtained, the holders of a majority in principal amount of outstanding debt
securities of such series may, subject to certain conditions, rescind and annul
such acceleration if all events of default, other than the non-payment of
accelerated principal (or premium, if any) or interest on debt securities of
such series have been cured or waived as provided in the indenture.
(Section 502).

The holders of a majority in principal amount of the outstanding debt
securities of a series, on behalf of the holders of all debt securities of such
series, may waive any past default and its consequences, but may not waive an
uncured default in payment or default which cannot be waived without the consent
of the holders of all outstanding securities of that series. (Section 513).

Within 120 days after the close of each fiscal year, we must file with the
trustee a statement, signed by specified officers, stating whether or not such
officers have knowledge of any default under the indenture and, if so,
specifying each such default and the nature and status thereof. (Section 1005).

Subject to provisions in the indenture relating to its duties in case of
default, the trustee is not required to take action at the request of any
holders of debt securities, unless such holders have offered to the trustee
reasonable security or indemnity. (Section 602).

Subject to such indemnification requirements and certain limitations in the
indenture, if any event of default has occurred, the holders of a majority in
principal amount of the outstanding debt securities of any series may direct the
time, method and place of conducting proceedings for remedies available to the
trustee, or exercising any trust or power conferred on the trustee, in respect
of such series. (Section 512).

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MODIFICATION OR AMENDMENT OF THE INDENTURE

We and the trustee may enter into supplemental indentures without the
consent of the holders for certain purposes, including:

- to evidence the succession of another entity to WorldCom and the
assumption by such entity of our covenants in the indenture;

- to add to our covenants for the benefit of all or any series of the debt
securities or to surrender any of our rights or powers under the
indenture;

- to add events of default for the benefit of the holders of all or any
series of the debt securities, which may provide for a particular period
of grace after default or may provide for an immediate enforcement upon
such default or may limit the remedies available to the trustee upon such
default or may limit the right of the holders to waive such default;

- to change or eliminate any provisions of the indenture, as long as such
change or elimination is effective only when there are no outstanding debt
securities of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of the provisions
being changed or eliminated;

- to provide security for the debt securities;

- to establish the form or terms of any series of debt securities in
accordance with the indenture;

- to provide for the acceptance and appointment of a successor trustee for
any series of debt securities or to provide for or facilitate the
administration of the trusts under the indenture by more than one trustee;

- to cure any ambiguity, to correct or supplement any provision of the
indenture which may be defective or inconsistent with any other provision,
or to make any other provisions with respect to matters or questions
arising under the indenture which are not inconsistent with the provisions
of the indenture, as long as the additional provisions do not adversely
affect the interests of any holders in any material respects; or

- to supplement any of the provisions of the indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of
any series of the debt securities in accordance with the indenture, as
long as such action does not adversely affect the interests of any holders
in any material respect. (Section 901).

If we receive the consent of the holders of a majority in principal amount
of the outstanding debt securities affected, we may enter into supplemental
indentures with the trustee that would:

- add, change or eliminate provisions in the indenture; or

- change the rights of the holders of any series of debt securities.

However, unless we receive the consent of all of the affected holders, we
may not enter into supplemental indentures that would, with respect to the debt
securities of such holders:

- change the maturity of the principal, premium, if any, or any installment
of principal or interest;

- reduce the principal amount or any premium or additional payments;

- reduce the interest rate;

- reduce any amount payable on redemption or reduce the amount of the
principal of an original issue discount security that would be payable on
acceleration or provable in bankruptcy, or adversely affect any right of
repayment of any holder;

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- adversely change any right you may have to require repayment;

- change the place where, or the currency or currencies in which, payments
are made;

- impair or affect your right to institute suit for payment;

- reduce the requirement for majority approval of supplemental indentures;
or

- modify any of the provisions of the indenture relating to supplemental
indentures or waiver of past defaults with respect to such series, except
to increase any such percentage or to provide that certain other
provisions of the indenture cannot be modified or waived with respect to
such series without the consent of the holders of each such debt security.
(Section 902).

A supplemental indenture which changes or eliminates any covenant or other
provision of the indenture which was included solely for the benefit of one or
more series of the debt securities, or which modifies the rights of holders of
debt securities of such series with respect to such covenant or other provision,
will only require the consent of the holders of at least a majority of the
outstanding debt securities of such one or more particular series. It is not
necessary for the holders of the debt securities to approve the particular form
of any proposed supplemental indenture, but it is sufficient if such holders
approve the substance of the proposed supplemental indenture. (Section 902).

DEFEASANCE; SATISFACTION AND DISCHARGE

LEGAL DEFEASANCE. The indenture provides that, unless otherwise provided by
the terms of the applicable series of debt securities, we may be discharged from
any and all obligations in respect of the debt securities of any series (except
for certain obligations to register the transfer or exchange of debt securities
of such series, to replace stolen, lost or mutilated debt securities of such
series, and to maintain paying agencies and certain provisions relating to the
treatment of funds held by paying agents). We will be so discharged upon the
deposit with the trustee, in trust, of money and/or government obligations
(which term is described below) that, through the payment of interest and
principal in accordance with their terms, will provide money in an amount
sufficient in the opinion of a nationally recognized firm of independent public
accountants to pay and discharge each installment of principal, premium, if any,
and interest on and any mandatory sinking fund payments in respect of the debt
securities of that series on the stated maturity of those payments in accordance
with the terms of the indenture and those debt securities.

This discharge may occur only if, among other things, we have delivered to
the trustee an opinion of counsel to the effect that the holders of the debt
securities of that series will not recognize income, gain or loss for United
States federal income tax purposes as a result of the defeasance and will be
subject to United States federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if the defeasance had
not occurred. (Sections 1402 and 1404).

DEFEASANCE OF CERTAIN COVENANTS. The indenture provides that, unless
otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions:

- we may omit to comply with the covenants described under the heading
"Consolidation, Merger and Sale of Assets" and "Limitations on Liens" and
certain other covenants set forth in the indenture, as well as any
additional covenants which may be set forth in the applicable prospectus
supplement; and

- any omission to comply with those covenants will not constitute a default
or an event of default with respect to the debt securities of that series,
which we refer to as a "covenant defeasance." (Section 1403).

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The conditions include:

- depositing with the trustee money and/or Government obligations, that,
through the payment of interest and principal in accordance with their
terms, will provide money in an amount sufficient in the opinion of a
nationally recognized firm of independent public accountants to pay and
discharge each installment of principal of, premium, if any, and interest
on and any mandatory sinking fund payments in respect of the debt
securities of that series on the stated maturity of those payments in
accordance with the terms of the indenture and those debt securities; and

- delivering to the trustee an opinion of counsel to the effect that the
holders of the debt securities of that series will not recognize income,
gain or loss for United States federal income tax purposes as a result of
the covenant defeasance and will be subject to United States federal
income tax on the same amounts and in the same manner and at the same
times as would have been the case if the covenant defeasance had not
occurred. (Section 1404).

COVENANT DEFEASANCE AND EVENTS OF DEFAULT. In the event we exercise our
option to effect covenant defeasance with respect to any series of debt
securities and the debt securities of that series are declared due and payable
because of the occurrence of any event of default, the amount of money and/or
Government obligations on deposit with the trustee will be sufficient to pay
amounts due on the debt securities of that series at the time of their stated
maturity but may not be sufficient to pay amounts due on the debt securities of
that series at the time of the acceleration resulting from the event of default.
However, we will remain liable for those payments.

The term "government obligations" means securities which are (1) direct
obligations of the United States or the government which issued the foreign
currency in which the debt securities are payable, for the payment of which its
full faith and credit is pledged, or (2) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States or
the government which issued such foreign currency, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States or such foreign government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and also includes a depository
receipt issued by a bank or trust company as custodian with respect to any such
Government obligation or a specific payment of interest on or principal of any
such Government obligation held by such custodian for the account of the holder
of a depository receipt, provided that, except as required by law, such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government obligation or the specific payment of interest on or
principal of the Government obligation evidenced by such depository receipt.
(Section 101).

We may exercise our defeasance option even if we have already exercised our
covenant defeasance option.

There may be additional provisions relating to defeasance which we will
describe in the prospectus supplement. (Sections 1401 and 1402).

GOVERNING LAW

The indenture and the debt securities will be governed by, and construed in
accordance with, the internal laws of the State of New York. (Section 111).

TITLE

WorldCom, the trustee and any agent of us or the trustee may treat the
person in whose name a debt security is registered as the absolute owner
thereof, whether or not such debt security may be overdue, for the purpose of
receiving payment and for all other purposes. (Section 309).

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REGARDING THE TRUSTEE

The trustee is Chase Manhattan Trust Company, National Association. The
trustee is a lender to us under our bank credit agreements. From time to time,
we may enter into other banking and other commercial relationships with the
trustee.

There may be more than one trustee under the indenture, each with respect to
one or more series of debt securities. (Section 101). Any trustee may resign or
be removed with respect to one or more series of debt securities, and a
successor trustee may be appointed to act with respect to such series.
(Section 608).

If two or more persons are acting as trustee with respect to different
series of debt securities, each trustee will be a trustee of a trust under the
indenture separate from the trust administered by any other such trustee. Except
as otherwise indicated in this prospectus, any action to be taken by the trustee
may be taken by each such trustee with respect to, and only with respect to, the
one or more series of debt securities for which it is trustee under the
indenture. (Section 609).

PLAN OF DISTRIBUTION

We may sell the debt securities to one or more underwriters for public
offering and sale by them and may also sell the debt securities to investors
directly or through agents. We will name any underwriter or agent involved in
the offer and sale of debt securities in the applicable prospectus supplement.
We have also reserved the right to sell or exchange debt securities directly to
investors on our own behalf in those jurisdictions where we are authorized to do
so. We may distribute the debt securities from time to time in one or more
transactions:

- at a fixed price or prices, which may be changed;

- at market prices prevailing at the time of sale;

- at prices related to such prevailing market prices; or

- at negotiated prices.

We may also, from time to time, authorize dealers, acting as our agents, to
offer and sell debt securities upon the terms and conditions set forth in the
applicable prospectus supplement. In connection with the sale of debt
securities, we, or the purchasers of debt securities for whom the underwriters
may act as agents, may compensate underwriters in the form of underwriting
discounts or commissions. Underwriters may sell the debt securities to or
through dealers, and those dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent. Unless otherwise indicated
in a prospectus supplement, an agent will be acting on a best efforts basis and
a dealer will purchase debt securities as a principal, and may then resell the
debt securities at varying prices to be determined by the dealer.

We will describe in the applicable prospectus supplement any compensation we
pay to underwriters or agents in connection with the offering of debt
securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers. Dealers and agents participating in the
distribution of debt securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the debt securities may be deemed to be underwriting discounts and
commissions. We may enter into agreements to indemnify underwriters, dealers and
agents against certain civil liabilities, including liabilities under the
Securities Act of 1933, and to reimburse these persons for certain expenses.

To facilitate the offering of debt securities, certain persons participating
in the offering may engage in transactions that stabilize, maintain, or
otherwise affect the price of the debt securities. This may

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include over-allotments or short sales of the debt securities, which involves
the sale by persons participating in the offering of more debt securities than
we sold to them. In these circumstances, these persons would cover such
over-allotments or short positions by making purchases in the open market or by
exercising their over-allotment option. In addition, these persons may stabilize
or maintain the price of the debt securities by bidding for or purchasing debt
securities in the open market or by imposing penalty bids, whereby selling
concessions allowed to dealers participating in the offering may be reclaimed if
debt securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain
the market price of the debt securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at
any time.

Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us in the ordinary course
of our business.

Each series of debt securities offered will be a new issue of securities and
will have no established trading market. Such debt securities offered may or may
not be listed on a national securities exchange. No assurance can be such as to
the liquidity of or the existence of trading markets for any debt securities
offered.

BOOK-ENTRY DEBT SECURITIES

The prospectus supplement will indicate whether we are issuing the related
debt securities as book-entry securities. Book-entry securities of a series will
be issued in the form of one or more global notes that will be deposited with
The Depository Trust Company, New York, New York, or "DTC," as depositary, or a
nominee, and will evidence all of the debt securities of that series. This means
that we will not issue certificates to each holder. We may issue one or more
global securities to DTC, which will keep a computerized record of its
participants (for example, your broker) whose clients have purchased the debt
securities. DTC has indicated it intends to follow the following procedures with
respect to book-entry debt securities. Additional or differing terms of the
depositary arrangements will be described in the applicable prospectus
supplement.

Ownership of beneficial interests in book-entry debt securities will be
limited to persons that have accounts with DTC for the related global debt
security, referred to as "participants," or persons that may hold interests
through participants. Upon the issuance of a global debt security, DTC will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal amounts of the book-entry debt securities
represented by such global debt security beneficially owned by such
participants. The accounts to be credited will be designated by any dealers,
underwriters or agents participating in the distribution of the book-entry debt
securities. Ownership of book-entry debt securities will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by DTC for the related global debt security (with respect to
interests of participants) and on the records of participants (with respect to
interests of persons holding through participants).

Unless it is exchanged in whole or in part for a security evidenced by
individual certificates, a global security may not be transferred, except that
DTC, its nominees and their successors may transfer a global security as a whole
to one another.

The laws of some jurisdictions require that certain purchasers of securities
such as debt securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to acquire or transfer
beneficial interests in the global security.

So long as DTC for a global debt security, or its nominee, is the registered
owner of that global debt security, DTC or its nominee, as the case may be, will
be considered the sole owner or holder of the book-entry debt securities
represented by such global debt security for all purposes under the

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indenture. Except as described below, beneficial owners of book-entry debt
securities will not be entitled to have securities registered in their names,
will not receive or be entitled to receive physical delivery of a certificate in
definitive form representing securities and will not be considered the owners or
holders of those securities under the indenture. Accordingly, each person
beneficially owning book-entry debt securities must rely on the procedures of
DTC for the related global debt security and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the indenture.

We understand, however, that under existing industry practice, DTC will
authorize the persons on whose behalf it holds a global debt security to
exercise certain rights of holders of debt securities, and the indenture
provides that we, the trustee and our respective agents will treat as the holder
of a debt security the persons specified in a written statement of DTC with
respect to that global debt security for purposes of obtaining any consents or
directions required to be given by holders of the debt securities pursuant to
the indenture. (Section 309).

We will make payments on each series of book-entry debt securities to DTC or
its nominee, as the sole registered owner and holder of the global security.
Neither WorldCom, the trustee nor any of their agents will be responsible or
liable for any aspect of DTC's records relating to or payments made on account
of beneficial ownership interests in a global security or for maintaining,
supervising or reviewing any of DTC's records relating to such beneficial
ownership interests.

We expect that DTC, upon receipt of any payment of principal of, premium or
interest on a global debt security, will immediately credit participants'
accounts with payments in amounts proportionate to the respective amounts of
book-entry debt securities held by each participant as shown on the records of
DTC. We also expect that payments by participants to owners of beneficial
interests in book-entry debt securities held through those participants will be
governed by standing customer instructions and customary practices, as is now
the case with the securities held for the accounts of customers in bearer form
or registered in "street name." However, payments will be the responsibility of
those participants and not of DTC, the trustee or us.

We will issue certificated debt securities in exchange for each global debt
security only if:

- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 and we do not appoint a successor within 90 days;

- we decide that the global security shall be exchangeable; or

- there is an event of default under the indenture or an event which with
the giving of notice or lapse of time or both would become an event of
default with respect to the debt securities represented by such global
security. (Section 305)

If that occurs, we will issue debt securities of that series in certificated
form in exchange for such global security. An owner of a beneficial interest in
the global security then will be entitled to physical delivery of a certificate
for debt securities of such series equal in principal amount to such beneficial
interest and to have such debt securities registered in its name. We would issue
the certificates for such debt securities in denominations of $1,000 or any
larger amount that is an integral multiple thereof, and we would issue them in
registered form only, without coupons. (Section 305)

DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its direct participants deposit with DTC. DTC also records the
settlement among direct participants of

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<PAGE>
securities transactions, such as transfers and pledges, in deposited securities
through computerized records for direct participant's accounts. This eliminates
the need to exchange certificates. Direct participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations.

DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
direct participant. The rules that apply to DTC and its participants are on file
with the SEC. DTC is owned by a number of its direct participants and by the New
York Stock Exchange, Inc., The American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.

No fees or costs of DTC will be charged to you.

We have obtained the foregoing information concerning DTC and DTC's
book-entry system from sources we believe to be reliable, but we take no
responsibility for the accuracy of this information.

When so provided in the prospectus supplement, investors in the global
securities representing any of the debt securities issued hereunder may hold a
beneficial interest in such global securities through DTC, Cedel S.A. ("CEDEL"),
or the Euroclear system or through participants. The global securities may be
traded as home market instruments in both the European and U.S. domestic
markets. Initial settlement and all secondary trades will settle as set forth in
the applicable prospectus supplement.

CERTAIN UNITED STATES FEDERAL INCOME TAX DOCUMENTATION
REQUIREMENTS FOR NON-U.S. HOLDERS

If you are a beneficial owner of global securities holding securities,
directly or indirectly, through CEDEL or Euroclear (or through DTC if you have
an address outside the United States), you will generally be subject to the 30%
United States withholding tax that generally applies to payments of interest
(including original issue discount) on registered debt issued by United States
persons. You will not be subject to the 30% United States withholding tax if:

(1) each clearing system, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business in the
chain of intermediaries between you and us (as the entity required to
withhold tax) complies with applicable certification requirements; and

(2) you take one of the steps described below to obtain an exemption or reduced
tax rate:

The Internal Revenue Service ("IRS") issued new withholding regulations (the
"withholding regulations"), which make certain modifications to withholding,
backup withholding and information reporting rules. The withholding
regulations attempt to unify certification requirements and modify certain
reliance standards. The withholding regulations will generally be effective
for payments made after December 31, 2000, although you may begin complying
with the withholding regulations immediately.

- EXEMPTION FOR NON-U.S. PERSONS (FORM W-8 OR NEW FORM W-8BEN). If you are a
non-U.S. person (as defined below) and you are not a beneficial owner owning,
actually or constructively, 10% or more of the total combined voting power of
all classes of our stock entitled to vote or a controlled foreign corporation
that is related to us actually or constructively through stock ownership, you
can obtain a complete exemption from the withholding tax by filing a properly
completed Form W-8 (Certificate of Foreign Status) or new Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding). The Form W-8 is valid until the earlier of (i) three years
beginning on the date that the form is signed, or (ii) December 31, 2000. After
December 31, 2000, only Form W-8BEN will be acceptable. Form W-8BEN is valid for
a period of three years beginning on the date that the form is signed. If the
information shown on Form W-8 or Form W-8BEN changes, you must file a new
Form W-8 or Form W-8BEN within 30 days of such change.

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<PAGE>
- EXEMPTION FOR NON-U.S. PERSONS WITH EFFECTIVELY CONNECTED INCOME
(FORM 4224 OR NEW FORM W-8ECI). If you are a non-U.S. person (as defined below),
including a non-U.S. corporation or bank with a United States branch, for which
the interest income is effectively connected with your conduct of a trade or
business in the United States, you can obtain an exemption from the withholding
tax by filing a properly completed Form 4224 (Exemption from Withholding of Tax
on Income Effectively Connected with the Conduct of a Trade or Business in the
United States) or new Form W-8ECI (Certificate of Foreign Person's Claim for
Exemption from Withholding on Income Effectively Connected with the Conduct of a
Trade or Business in the United States). The Form 4224 is valid until the
earlier of (i) one year beginning on the date the form is signed, or
(ii) December 31, 2000. After December 31, 2000, only Form W-8ECI will be
acceptable. Form W-8ECI is valid for a period of three years beginning on the
date that the form is signed.

- EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY
COUNTRIES (FORM 1001 OR NEW FORM W-8BEN). If you are a non-U.S. person (as
defined below) that is entitled to the benefits of an income tax treaty with the
United States, you can obtain an exemption or reduced tax rate (depending on the
treaty terms) by filing a properly completed Form 1001 (Ownership, Exemption or
Reduced Rate Certificate) or new Form W-8BEN (Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding). If Form 1001 is provided
and the treaty provides only for a reduced rate, we will withhold tax at that
rate unless you alternatively file Form W-8. Either you or your agent may file
Form 1001 or Form W-8BEN. The Form 1001 is valid until the earlier of (i) three
years beginning on the date that the form is signed, or (ii) December 31, 2000.
After December 31, 2000, only Form W-8BEN will be acceptable. Form W-8BEN is
valid for a period of three years beginning on the date that the form is signed.

- EXEMPTION FOR U.S. PERSONS (FORM W-9). If you are a U.S. person, you can
obtain a complete exemption from the withholding tax by filing a properly
completed Form W-9 (Payer's Request for Taxpayer Identification Number and
Certification).

UNITED STATES FEDERAL INCOME TAX REPORTING PROCEDURE

Under the existing rules you (or, in the case of a Form 1001 or a Form 4224
filer, your agent) must submit the appropriate form to the entity through whom
you directly hold the global security. For example, if you are listed directly
on the books of Euroclear or CEDEL as the holder of the debt security, you must
provide Euroclear or CEDEL, as the case may be, the IRS Form. Each person
through which a debt security is held must submit, on your behalf, the IRS Form
(or in certain cases a copy thereof) under applicable procedures to the person
through which it holds the debt security, until the IRS Form is received by the
U.S. person who would otherwise be required to withhold U.S. federal income tax
from interest payable on the debt security. For example, in the case of debt
securities held through Euroclear or CEDEL, the IRS Form (or a copy thereof)
must be received by the U.S. depository of such clearing agency. The withholding
regulations revise the procedures that withholding agents and payees must follow
to comply with, or to establish an exemption from, withholding for payments made
after December 31, 2000. You should consult your own tax advisors regarding
compliance with these procedures under the withholding regulations.

The term "U.S. person" means:

- a citizen or resident of the United States;

- a corporation or partnership organized in or under the laws of the United
States or any State thereof or the District of Columbia;

- an estate that is subject to U.S. federal income taxation regardless of
the source of its income; or

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<PAGE>
- a trust if (A) a court within the United States is able to exercise
primary supervision over the trust's administration and (B) one or more
U.S. persons have the authority to control all the trust's substantial
decisions. Notwithstanding the preceding sentence, to the extent provided
in Treasury Regulations, certain trusts in existence on August 20, 1996,
and treated as U.S. persons prior to such date, that elect to continue to
be treated as U.S. persons will also be a U.S. person.

The term "non-U.S. person" means any person who is not a U.S. person as
described above. The terms "United States" and "U.S." means the United States of
America (including the States and the District of Columbia).

This summary does not deal with all aspects of U.S. federal income and
withholding taxes, the application of the withholding regulations or the
application of any U.S. income or estate tax treaty that may be relevant to
foreign beneficial owners of the global securities. You are advised to consult
your own tax advisors for specific tax advice concerning your holding and
disposing of beneficial interests in the global securities.

LAWYERS

The legality of the debt securities offered by this prospectus will be
passed upon for WorldCom by P. Bruce Borghardt, Esq., General Counsel--Corporate
Development of WorldCom. Mr. Borghardt is paid a salary by WorldCom, is a
participant in various employee benefit plans offered by WorldCom to employees
of WorldCom generally and owns and has options to purchase shares of WorldCom
common stock. Bryan Cave LLP, St. Louis, Missouri, is also representing us in
connection with some of the aspects of the debt securities.

EXPERTS

The consolidated financial statements of WorldCom as of December 31, 1999
and 1998, and for each of the years in the three-year period ended December 31,
1999, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are included in
WorldCom's Annual Report on Form 10-K for the year ended December 31, 1999, and
are incorporated herein by reference, in reliance upon the authority of such
firm as experts in accounting and auditing in giving such reports.

The consolidated financial statements of Brooks Fiber Properties, Inc. for
the year 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 WorldCom's Annual
Report on Form 10-K for the year-ended December 31, 1999 and incorporated by
reference in this document, and upon the authority of such firm as experts in
accounting and auditing.

The consolidated financial statements and schedules of Sprint and the
combined financial statements and schedules of the Sprint FON Group and the
Sprint PCS Group appearing in WorldCom's Current Report on Form 8-K-2 dated
April 11, 2000 (filed April 11, 2000), have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon included therein and
incorporated herein by reference which, as to the years 1998 and 1997 for Sprint
and the Sprint PCS Group, are based in part on the reports of Deloitte & Touche
LLP, independent auditors. Such consolidated and combined financial statements
and schedules are incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Sprint Spectrum Holding Company,
L.P. as of December 31, 1998, and for each of the years in the two-year period
ended December 31, 1998, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is included in WorldCom's Current
Report on Form 8-K-2 dated April 11, 2000 (filed April 11, 2000), and are
incorporated herein by reference, and have been incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

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<PAGE>
PRINCIPAL OFFICE OF WORLDCOM, INC.
500 Clinton Center Drive
Clinton, Mississippi 39056

TRUSTEE AND PRINCIPAL PAYING AGENT
Chase Manhattan Trust Company, National Association
One Oxford Centre, Suite 1100
301 Grant Street
Pittsburgh, Pennsylvania 15219

LUXEMBOURG PAYING AGENT & TRANSFER AGENT
Kredietbank S.A. Luxembourg
Kredietbank S.A. Luxembourgeoise
43, Boulevard Royal
L-2955 Luxembourg

LEGAL ADVISORS

<TABLE>
<S> <C> <C>
TO WORLDCOM TO THE UNDERWRITERS
AS TO MATTERS OF UNITED STATES LAW AS TO MATTERS OF UNITED
STATES LAW
</TABLE>

<TABLE>
<S> <C> <C>
P. Bruce Borghardt, Esq. Bryan Cave LLP Cravath, Swaine & Moore
General Counsel--Corporate 211 North Broadway, Suite 825 Eighth Avenue
Development 3600 St. Louis, Missouri New York, New York 10019
WorldCom, Inc. 63102
10777 Sunset Office Drive,
Suite 330
St. Louis, Missouri 63127
</TABLE>

INDEPENDENT ACCOUNTANTS

TO WORLDCOM
Arthur Andersen LLP
188 East Capitol Street
Suite 1300
Jackson, Mississippi 39201

LISTING AGENT
Kredietbank S.A. Luxembourg
Kredietbank S.A. Luxembourgeoise
43, Boulevard Royal
L-2955 Luxembourg
<PAGE>
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$5,000,000,000

WORLDCOM, INC.

$1,500,000,000

FLOATING RATE NOTES DUE 2001

$1,000,000,000

7.875% NOTES DUE 2003

$1,250,000,000

8.000% NOTES DUE 2006

$1,250,000,000

8.250% NOTES DUE 2010

[LOGO]
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PROSPECTUS SUPPLEMENT

MAY 19, 2000
(INCLUDING PROSPECTUS
DATED MAY 12, 2000)

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

SALOMON SMITH BARNEY
J.P. MORGAN & CO.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
LEHMAN BROTHERS
BLAYLOCK & PARTNERS, L.P.
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANC ALEX. BROWN
GOLDMAN, SACHS & CO.
UBS WARBURG LLC

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