8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): August 8, 1997


                                 WORLDCOM, INC.
             (Exact Name of Registrant as Specified in its Charter)


           Georgia                  0-11258                   58-1521612
       (State or Other         (Commission File            (I.R.S. Employer
       Jurisdiction of              Number)              Identification Number)
       Incorporation)


                             515 East Amite Street
                        Jackson, Mississippi 39201-2702
                    (Address of Principal Executive Office)


Registrant's telephone number, including area code: (601) 360-8600


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ITEM 5. OTHER EVENTS.

         On August 8, 1997 WorldCom, Inc. (the "Company") announced that it has
exercised its option to accept all MFS Communications Company, Inc. ("MFS")
notes validly tendered as of 5:00 p.m., New York city time, August 8, 1997 in
its on-going Exchange Offers and Consent Solicitations. The Company also
announced that it has received requisite consents from holders of notes of its
MFS subsidiary to allow the Company to accept tenders prior to the expiration
of the Exchange Offers and Consent Solicitations and thereby effect certain
amendments to the respective indentures governing the notes. The expiration
time of the Exchange Offers and Consent Solicitations is 5:00 p.m., New York
city time, on August 19, 1997.

         Additionally, the Company announced that as of 5:00 p.m., New York
city time, August 8, 1997, it had received valid tenders and consents from
holders of approximately $680.9 million of principal amount at stated maturity,
as of the date of their original issuance, of 9-3/8% Senior Discount Notes due
January 15, 2004 of MFS (or approximately 86% of total outstanding), and from
holders of approximately $690.1 million of principal amount at stated maturity,
as of the date of their original issuance, of 8-7/8% Senior Discount Notes due
January 15, 2006 of MFS (or approximately 76% of total outstanding).

         On August 8, 1997, the Company issued a press release relating to the
initial acceptance in Exchange Offers and Consent Solicitations. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

ITEM 7 (c) EXHIBITS.

          The following exhibits are filed herewith in accordance with Item 601
of Regulation S-K:

      Exhibit No.             Description
      -----------             -----------
         99.1                 Press release dated August 8, 1997 announcing the
                              initial acceptance in Exchange Offers and
                              Consent Solicitations





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                                   SIGNATURES

                 Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                         WORLDCOM, INC.



                                         By: /s/ Scott D. Sullivan 
                                            --------------------------------
                                             Scott D. Sullivan
                                             Chief Financial Officer

 August 11, 1997





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                                 EXHIBIT INDEX

Exhibit No.               Description of Exhibit
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   99.1                   Press release dated August 8, 1997 announcing the
                          initial acceptance in Exchange Offers and Consent
                          Solicitations

EX-99.1

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                                                                   EXHIBIT 99.1


[WORLD COM LOGO]                        NEWS RELEASE



Contact: Investor Relations:  Gary Brandt              Media:  Josh Howell
                              601-360-8544                     601-360-8750

FOR IMMEDIATE RELEASE

            WORLDCOM, INC. ANNOUNCES INITIAL ACCEPTANCE IN EXCHANGE
                        OFFERS AND CONSENT SOLICITATIONS

Jackson, Mississippi, August 8, 1997 - WorldCom, Inc. (Nasdaq:WCOM) announced
today that it has exercised its option to accept all MFS Communications
Company, Inc. (MFS) notes validly tendered as of 5:00 p.m., New York City time,
August 8, 1997 in its on-going Exchange Offers and Consent Solicitations. The
Company said it has received requisite consents from holders of notes of its
MFS subsidiary to allow the Company to accept tenders prior to the expiration
of the Exchange Offers and Consent Solicitations and thereby effect certain
amendments to the respective indentures governing the notes.  The expiration
time of the Exchange Offers and Consent Solicitations is 5:00 p.m., New York
City time, on August 19, 1997.

Specifically, as of 5:00 p.m., New York City time, August 8, 1997, WorldCom had
received valid tenders and consents from holders of approximately $680.9
million of principal amount at stated maturity, as of the date of their
original issuance, of 9-3/8% Senior Discount Notes due January 15, 2004 of MFS
(or approximately 86% of total outstanding), and from holders of approximately
$690.1 million of principal amount at stated maturity, as of the date of their
original issuance, of 8-7/8% Senior Discount Notes due January 15, 2006 of MFS
(or approximately 76% of total outstanding).

As previously announced, WorldCom offered to exchange (i) $871.60 principal
amount of its newly issued 9-3/8% Senior Notes due January 15, 2004 (CUSIP
#98155K AD 4) for each $1,000 principal amount at stated maturity, as of the
date of their original issuance, of outstanding 9-3/8% Senior Discount Notes
due January 15, 2004 of MFS, properly tendered, and (ii) $737.91 principal
amount of its newly issued 8-7/8% Senior Notes due January 15, 2006 (CUSIP
#98155K AE 2) for each $1,000 principal amount at stated maturity, as of the
date of their original issuance, of outstanding 8-7/8% Senior Discount Notes
due January 15, 2006 of MFS, properly tendered. In connection with the Exchange
Offers, the Company is also soliciting consents to certain amendments to the
respective indentures governing the MFS notes. Both the Exchange Offers and the
Consent Solicitations are upon the terms and subject to the conditions set
forth in the prospectus, as supplemented, and letters of transmittal related to
the Exchange Offers and the Consent Solicitations.
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The Company plans to commence the payment of the consent fees and the
settlement of the Exchange Offers with respect to accepted tenders and consents
on or about August 13, 1997, or as soon as practicable thereafter.

WorldCom is a global business telecommunications company. Operating in more
than 50 countries, the Company is a premier provider of facilities-based and
fully integrated local, long distance, international and Internet services.
WorldCom subsidiary, UUNET Technologies, Inc., is the world's largest provider
of Internet services. WorldCom's World Wide Web address is http://www.wcom.com.
The common and depositary shares of WorldCom trade on the Nasdaq National
Market (U.S.) under the symbol WCOM and WCOMP, respectively.

The Exchange Offers and Consent Solicitations are made solely by the prospectus
and consent solicitation dated July 3, 1997, as supplemented by a supplement
dated August 5, 1997, the related letters of transmittal and consent, and any
amendments or supplements thereto. Copies of the prospectus, as supplemented
and transmittal materials can be obtained from MacKenzie Partners, Inc., the
information agent for the Exchange Offers and Consent Solicitations, at the
following address:

                          MacKenzie Partners
                          156 Fifth Avenue
                          New York, New York, 10010
                          (212) 929-5500 (collect)
                          (800) 322-2885 (toll free)

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell WorldCom notes or MFS notes.  The Exchange Offers and Consent
Solicitations are not being made to, nor will tenders be accepted from, or on
behalf of, holders of MFS notes in any jurisdiction in which the making of the
Exchange Offers and Consent Solicitations or the acceptance thereof would not
be in compliance with the laws of such jurisdiction. In any jurisdiction where
securities, blue sky laws or other laws require the Exchange Offers and Consent
Solicitations to be made by a licensed broker or dealer, the Exchange Offers
and Consent Solicitations will be deemed to be made on behalf of WorldCom by
the dealer managers or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.