INTERMEDIA COMMUNICATIONS INC.
                 PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
                      TO BE HELD ON [    ], [    ], 2001

The undersigned stockholder of Intermedia Communications Inc. ("Intermedia"),
revoking all prior proxies, hereby appoints David C. Ruberg and Robert M.
Manning, or either of them acting singly, proxies, with full power of
substitution, to represent and vote, in accordance with the instructions on the
reverse side of this card, all shares of capital stock of Intermedia which the
undersigned is entitled to vote at the special meeting of stockholders to be
held at One Intermedia Way, Tampa, Florida on [ ], [ ], 2001 beginning at 10:00
a.m., local time, and at any postponements or adjournments thereof, upon matters
set forth in the Notice of Special Meeting dated [ ], 2001, and the related
proxy statement/prospectus, copies of which have been received by the
undersigned, and in their discretion upon any adjournment of the meeting or upon
any other business that may properly be brought before the special meeting by
the Intermedia board of directors. Attendance of the undersigned at the meeting
or any adjourned session thereof will not be deemed to revoke this proxy unless
the undersigned shall affirmatively indicate the intention of the undersigned to
vote the shares represented hereby in person prior to the exercise of this
proxy. This proxy is solicited on behalf of the board of directors of
Intermedia. A stockholder wishing to vote in accordance with the recommendation
of the board of directors need only sign and date this proxy and return it in
the enclosed envelope.
                          (Continued on reverse side)
            (Please fill in the appropriate boxes on the other side)


                          (Continued from other side)
                         INTERMEDIA COMMUNICATIONS INC.

[X] Please mark your votes as in this example.

1. To adopt the Agreement and Plan of Merger
dated as of September 1, 2000, among
WorldCom, Inc., Intermedia Communications
Inc., and a wholly owned subsidiary of
WorldCom, Inc., as amended by the First
Amendment to Agreement and Plan of Merger
dated as of February 15, 2001                 [_]FOR    [_]AGAINST    [_]ABSTAIN

The shares represented by this proxy will be voted as directed or, if no
direction is given with respect to the proposal set forth above, will be voted
for such proposal. In addition, the shares represented by this proxy will be
voted in the discretion of David C. Ruberg and Robert M. Manning on any other
business which may properly be brought before the special meeting by the
Intermedia board of directors.



                                Dated: ___________________________________, 2001



                                ________________________________________________
                                           Signature(s) of Stockholders



                                ________________________________________________
                                           Signature(s) of Stockholders

                                Please promptly complete, date and sign this
                                proxy and mail it in the enclosed envelope to
                                assure representation of your shares. No
                                postage need be affixed if mailed in the United
                                States. Please sign exactly as name(s) appear
                                on the stock certificate. If stockholder is a
                                corporation, please sign full corporate name by
                                president or other authorized officer and, if a
                                partnership, please sign in full partnership
                                name by an authorized partner or other persons.

                                Mark here if you plan to attend the meeting. [_]