SC TO-I/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE TO/A
                                 (RULE 14D-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 1)

                                 WORLDCOM, INC.
                       (Name of Subject Company (Issuer))

                                 WORLDCOM, INC.
                       (Names of Filing Persons (Issuer))

   OPTIONS TO PURCHASE WORLDCOM GROUP COMMON STOCK, PAR VALUE $.01 PER SHARE,
               GRANTED UNDER WORLDCOM, INC. 1997 STOCK OPTION PLAN
                         (Title of Class of Securities)

                                    98157D106
       (UNDERLYING WORLDCOM GROUP COMMON STOCK, PAR VALUE $.01 PER SHARE)
                      (CUSIP Number of Class of Securities)

                                Scott D. Sullivan
                                 WorldCom, Inc.
                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                                 (601) 460-5600
                  (Name, address and telephone number of person
               authorized to receive notices and communications on
                            behalf of filing persons)

                                    COPY TO:
                              R. Randall Wang, Esq.
                                 Bryan Cave LLP
                             One Metropolitan Square
                         211 North Broadway, Suite 3600
                            St. Louis, Missouri 63102
                                 (314) 259-2000

|_|     Check the box if the filing relates solely to preliminary communications
        made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

|_|     third-party tender offer subject to Rule 14d-1.

|X|     issuer tender offer subject to Rule 13e-4.

|_|     going-private transaction subject to Rule 13e-3.

|_|     amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|






                         AMENDMENT NO. 1 TO SCHEDULE TO

         This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on January 17,
2002 (as amended, the "Schedule TO") by WorldCom, Inc., a Georgia corporation
(the "Company"). The Schedule TO relates to an offer by the Company to certain
current U.S. WorldCom group employees, excluding those persons described in the
original Schedule TO, to exchange all outstanding options to purchase shares of
the Company's WorldCom group common stock, par value $.01 per share, which were
originally granted under the WorldCom, Inc. 1997 Stock Option Plan, as amended
(the "1997 plan") on January 4, 1999, January 18, 2000 and April 24, 2000 for
new nonqualified stock options. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Schedule TO and the Offer
to Purchase dated January 17, 2002.

ITEMS 1 THROUGH 4, 6 THROUGH 9 AND 11 THROUGH 13.

         Items 1 through 9 and 11 through 13 of the Schedule TO, which
incorporate by reference the information contained in the Offer to Purchase, are
hereby amended and supplemented as follows:

(1)     The paragraph entitled "Determination of Validity; Rejection of Options;
Waiver of Defects; No Obligation to Give Notice of Defects." found on page 11 of
the Offer to Exchange is amended by deleting the fifth sentence and replacing it
with the following:

        We also reserve the right to waive any defect or irregularity in any
        election with respect to any particular options or any particular
        option holder or any conditions of the Stock Option Exchange Program
        with respect to all eligible employees.

(2)     The first paragraph of Section 6 ("Conditions of the Stock Option
Exchange Program") is amended by deleting it and replacing it with the
following:

         Notwithstanding any other provision of the Stock Option Exchange
         Program, we will not be required to accept any options submitted to us
         for cancellation and exchange, and we may terminate or amend the Stock
         Option Exchange Program, or postpone our acceptance and cancellation of
         any options submitted to us for cancellation and exchange, in each
         case, subject to certain limitations, if at any time on or after
         January 17, 2002 and prior to the expiration of this offer, any of the
         following events has occurred, or has been determined by us to have
         occurred, and, in our reasonable judgment in any such case, we have
         determined prior to the expiration of this offer that the occurrence of
         such event or events makes it inadvisable for us to proceed with the
         Stock Option Exchange Program or to accept and cancel options submitted
         to us for exchange:

(3)      The fifth bullet point under (iii) of Section 6 ("Conditions of the
Stock Option Exchange Program") is amended by deleting it and replacing it with
the following:

         o    any change in the general political, market, economic or financial
              conditions in the United States or abroad that has or, in our
              reasonable judgment, may have a material adverse effect on the
              business, condition (financial or other), operations or prospects
              of WorldCom or our subsidiaries or that, in our reasonable
              judgment, materially impairs or may materially impair the benefits
              that we believe we will receive from the offer;

(4)     Subsection (vi) of Section 6 ("Conditions of the Stock Option Exchange
Program") is amended by deleting it and replacing it with the following:

        o     any change or changes occur in the business, condition (financial
              or other), assets, income, operations, prospects or stock
              ownership of WorldCom or our subsidiaries that, in our reasonable
              judgment, is or may have a material adverse effect on WorldCom or
              our subsidiaries.

                                       2



ITEM 5.  PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS.

Item 5 of the Schedule TO is hereby amended to add the following:


As previously reported, the Company entered into certain loan and guaranty
arrangements involving Bernard J. Ebbers, the Company's President and Chief
Executive Officer, principally relating to certain obligations to financial
institutions secured by Mr. Ebbers' stock in the Company. Following recent
declines in the closing price of the WorldCom group common stock, the
outstanding debt covered by the guaranty in favor of Bank of America, N.A.
("Bank of America") has been repaid and the Company has deposited with Bank of
America approximately $35 million to collateralize a letter of credit used to
support financing for which Mr. Ebbers is obligated. The underlying letter of
credit is scheduled to expire on February 15, 2003, subject to renewal or
extension.


The Company made aggregate payments of approximately $198.7 million to Bank of
America pursuant to the guaranty, in addition to the deposit collateralizing the
letter of credit. That amount, together with any amounts paid or costs incurred
by the Company in connection with the letter of credit, plus accrued interest at
a floating rate equal to that under one of the Company's credit facilities, is
payable by Mr. Ebbers to the Company on demand. The amount of such interest
accrued through January 31, 2002, is approximately $519,000, and the interest
rate as of that date was 2.14% per annum.


In addition to the guaranty arrangements, the Company has also agreed to loan up
to $165 million in principal amount to Mr. Ebbers. These loans are payable on
demand and bear interest at floating rates equal to that under certain of the
Company's credit facilities. As of February 7, 2002, the aggregate principal
amount of indebtedness owed by Mr. Ebbers to the Company under these loans was
approximately $142.1 million. Accrued interest on these loans is approximately
$5.2 million through January 31, 2002, at interest rates ranging from 2.14% to
2.18% per annum as of that date.


The Company has been advised that Mr. Ebbers has used, or plans to use, the
proceeds of the loans from the Company principally to repay certain indebtedness
under loans secured by shares of stock in the Company owned by him and that the
proceeds of such secured loans were used for private business purposes. The
loans and guaranty by the Company were made following a determination that they
were in the best interests of the Company and its shareholders in order to avoid
additional forced sales of Mr. Ebbers' stock in the Company. The determination
was made by the Company's Compensation and Stock Option Committee as a result of
the pressure on the Company's stock price, margin calls faced by Mr. Ebbers and
other considerations. Such actions were ratified and approved by the Company's
board of directors.

In connection with the transactions described above, and subject to certain
limitations, and effective upon termination of restrictions under existing
lending agreements, Mr. Ebbers pledged to the Company the shares of stock in the
Company owned by him with respect to his obligations under the loans and
guaranty from the Company. The pledge is subordinated to the prior rights of
certain lenders and is not currently perfected. Mr. Ebbers also agreed to
indemnify the Company for any amounts expended or losses, damages, costs, claims
or expenses incurred under the guaranty or the loans from the Company and has
provided information demonstrating that his assets are sufficient to cover his
outstanding obligations to the Company.


                                       3




ITEM 12.  EXHIBITS

Item 12 is hereby amended and restated as follows to add Exhibits (a)(1)(T)
through (a)(1)(U).

(a)(1)(A)     Offer to Exchange, dated January 17, 2002.*

(a)(1)(B)     Form of Election to Participate for option holders submitting on
              the web site.*

(a)(1)(C)     Form of Election to Participate for option holders unable to
              access or use the web site.*


(a)(1)(D)     Form of Notice of Withdrawal for option holders submitting on the
              web site.*

(a)(1)(E)     Form of Notice of Withdrawal for option holders unable to access
              or use the web site.*

(a)(1)(F)     Form of Letter from Human Resources to Eligible Option Holders
              dated January 17, 2002.*

(a)(1)(G)     Form of Letter from Stock Option Department dated January 17, 2002
              to WorldCom group employees on leave of absence who are eligible
              for option exchange.*

(a)(1)(H)     Form of Letter from Stock Option Department dated January 17, 2002
              to eligible persons receiving paper forms of exchange.*

(a)(1)(I)     Form of Confirmation to Offerees of Receipt of Election to
              Participate for option holders submitting on the web site.*

(a)(1)(J)     Form of Confirmation to Offerees of Receipt of Election to
              Participate for option holders unable to access or use the web
              site.*

(a)(1)(K)     Form of Confirmation to Offerees of Receipt of Notice of
              Withdrawal for option holders submitting on the web site.*

(a)(1)(L)     Form of Confirmation to Offerees of Receipt of Notice of
              Withdrawal for option holders unable to access or use the web
              site.*

(a)(1)(M)     Form of Press Release dated January 17, 2002.*

(a)(1)(N)     Form of web site welcome page.*

(a)(1)(O)     Form of web site pop-up box appearing after the option holder has
              read and "clicks" to submit the Election to Participate or Notice
              of Withdrawal.*

(a)(1)(P)     Form of presentation regarding Domestic WorldCom Group Stock
              Option Exchange Program Overview.*

(a)(1)(Q)     Offering Circular for the WorldCom, Inc. 1997 Stock Option Plan,
              as amended.*

(a)(1)(R)     Those portions of the Company's annual report on Form 10-K for its
              fiscal year ended December 31, 2000, filed with the Securities and
              Exchange Commission on March 30, 2001, as amended by Form 10-K/A
              filed with the Securities and Exchange Commission on April 26,
              2001. (Incorporated by Reference).

(a)(1)(S)     The Company's quarterly report on Form 10-Q for its fiscal quarter
              ended September 30, 2001, filed with the Securities and Exchange
              Commission on November 14, 2001. (Incorporated by Reference).

                                       4




(a)(1)(T)     Form of E-Mail to Eligible Option Holders Regarding Amendment No.
              1 to Schedule TO.

(a)(1)(U)     Form of Letter to Eligible Option Holders receiving paper copies
              of the Offer to Exchange Regarding Amendment No. 1 to Schedule TO.

(d)(1)(A)     The Company's 1997 Stock Option Plan, as amended.*

(d)(1)(B)     Form of Stock Option Agreement in connection with the replacement
              grant for the all-employee option programs under the 1997 plan.*

(d)(1)(C)     Form of Stock Option Agreement in connection with the replacement
              grant for the management option programs under the 1997 plan.*

(d)(1)(D)     Form of Stock Option Agreement in connection with the replacement
              grant for the April 24, 2000 grant under the 1997 plan.*

*  Previously filed.

                                       5





                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                              WORLDCOM, INC.


                              By:      /S/ SCOTT D. SULLIVAN
                                  ---------------------------------------------
                                       Scott D. Sullivan
                                       Chief Financial Officer


Dated:  February 7, 2002









                                  EXHIBIT INDEX

EXHIBIT NO.                                DESCRIPTION
- -----------                                -----------

(a)(1)(A)     Offer to Exchange, dated January 17, 2002.*

(a)(1)(B)     Form of Election to Participate for option holders submitting on
              the web site.*

(a)(1)(C)     Form of Election to Participate for option holders unable to
              access or use the web site.*

(a)(1)(D)     Form of Notice of Withdrawal for option holders submitting on the
              web site.*

(a)(1)(E)     Form of Notice of Withdrawal for option holders unable to access
              or use the web site.*

(a)(1)(F)     Form of Letter from Human Resources to Eligible Option Holders
              dated January 17, 2002.*

(a)(1)(G)     Form of Letter from Stock Option Department dated January 17, 2002
              to WorldCom group employees on leave of absence who are eligible
              for option exchange.*

(a)(1)(H)     Form of Letter from Stock Option Department dated January 17, 2002
              to eligible persons receiving paper forms of exchange.*

(a)(1)(I)     Form of Confirmation to Offerees of Receipt of Election to
              Participate for option holders submitting on the web site.*

(a)(1)(J)     Form of Confirmation to Offerees of Receipt of Election to
              Participate for option holders unable to access or use the web
              site.*

(a)(1)(K)     Form of Confirmation to Offerees of Receipt of Notice of
              Withdrawal for option holders submitting on the web site.*

(a)(1)(L)     Form of Confirmation to Offerees of Receipt of Notice of
              Withdrawal for option holders unable to access or use the web
              site.*

(a)(1)(M)     Form of Press Release dated January 17, 2002.*

(a)(1)(N)     Form of web site welcome page.*

(a)(1)(O)     Form of web site pop-up box appearing after the option holder has
              read and "clicks" to submit the Election to Participate or Notice
              of Withdrawal.*

(a)(1)(P)     Form of presentation regarding Domestic WorldCom Group Stock
              Option Exchange Program Overview.*

(a)(1)(Q)     Offering Circular for the WorldCom, Inc. 1997 Stock Option Plan,
              as amended.*

(a)(1)(R)     Those portions of the Company's annual report on Form 10-K for its
              fiscal year ended December 31, 2000, filed with the Securities and
              Exchange Commission on March 30, 2001, as amended by Form 10-K/A
              filed with the Securities and Exchange Commission on April 26,
              2001. (Incorporated by Reference).

(a)(1)(S)     The Company's quarterly report on Form 10-Q for its fiscal quarter
              ended September 30, 2001, filed with the Securities and Exchange
              Commission on November 14, 2001. (Incorporated by Reference).

(a)(1)(T)     Form of E-Mail to Eligible Option Holders Regarding Amendment No.
              1 to Schedule TO.


(a)(1)(U)     Form of Letter to Eligible Option Holders receiving paper copies
              of the Offer to Exchange Regarding Amendment No. 1 to Schedule TO.

(d)(1)(A)     The Company's 1997 Stock Option Plan, as amended.*

(d)(1)(B)     Form of Stock Option Agreement in connection with the replacement
              grant for the all-employee option programs under the 1997 plan.*

(d)(1)(C)     Form of Stock Option Agreement in connection with the replacement
              grant for the management option programs under the 1997 plan.*

(d)(1)(D)     Form of Stock Option Agreement in connection with the replacement
              grant for the April 24, 2000 grant under the 1997 plan.*


*   Previously filed.

EX-99.A1T

                                                               EXHIBIT (A)(1)(T)

At the time WorldCom, Inc. announced the Stock Option Exchange Program, we were
required to file a document with the Securities and Exchange Commission ("SEC")
explaining the program, referred to as "Schedule TO". We have filed an amendment
to the Schedule TO that contains additional information that you should consider
that amends or supplements the Offer to Exchange dated January 17, 2002, which
can be found, along with the original Schedule TO, on the internal web site
created for the Stock Option Exchange Program
(http://stockoption2002.wcomnet.com).

Please remember that the deadline for submitting your Election to Participate is
12:00 midnight, Eastern Standard Time, on February 14, 2002. If you have any
questions about the Stock Option Exchange Program or would like to
request paper copies of the Schedule TO, the amendment thereto, the Offer to
Exchange or related documents, please contact the Stock Option Department, 500
Clinton Center Drive, Clinton MS 39056 or by telephone at 601-460-8001, or vnet
460-8001 or toll-free at 1-877-999-7780 between the hours of 9:00 a.m. and 6:00
p.m. Eastern Standard Time, Monday through Friday.

EX-99.A1U

                                                               EXHIBIT (A)(1)(U)

Date:        February 7, 2002

To:          Eligible U.S. WorldCom Group Employees Receiving Paper Forms of
             Offer to Exchange

From:        Stock Option Department

Subject:     Employee Stock Option Exchange Program - Amendment No. 1 to
             Schedule TO

At the time WorldCom, Inc. announced the Stock Option Exchange Program, we were
required to file a document with the Securities and Exchange Commission ("SEC")
explaining the program, referred to as "Schedule TO". We have filed an amendment
to the Schedule TO which is enclosed herewith that contains additional
information that you should consider that amends or supplements the Offer to
Exchange dated January 17, 2002.

Please remember that the deadline for submitting your Election to Participate is
12:00 midnight, Eastern Standard Time, on February 14, 2002. If you have any
questions about the Stock Option Exchange Program or would like to
request paper copies of the Schedule TO, the amendment thereto, the Offer to
Exchange or related documents, please contact the Stock Option Department, 500
Clinton Center Drive, Clinton MS 39056 or by telephone at 601-460-8001, or vnet
460-8001 or toll-free at 1-877-999-7780 between the hours of 9:00 a.m. and 6:00
p.m. Eastern Standard Time, Monday through Friday.