Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-44380


                                   PROSPECTUS

                                 WORLDCOM, INC.

                  A MAXIMUM OF 1,276,198 SHARES OF COMMON STOCK

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

     We are  offering up to  1,276,198  shares of our common  stock which may be
issued  upon  exercise  of various  stock  option  agreements.  We will  provide
specific  terms of any  offerings  made  under  this  prospectus  in  prospectus
supplements, if necessary.

     We will not bear any  costs  relating  to the  registration  of the  common
shares;  instead,  Ms. Diana  Day-Cartee,  the  original  recipient of the stock
option agreements, has agreed to pay such costs.

     Our common shares are traded on The Nasdaq National Market under the symbol
WCOM.

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

     These  securities  have not been approved or  disapproved by the Securities
and  Exchange  Commission  or any  state  securities  commission,  nor  has  the
Securities and Exchange  Commission or any state  securities  commission  passed
upon the  accuracy or adequacy of this  prospectus.  Any  representation  to the
contrary is a criminal offense.

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

         The date of this prospectus, as amended, is September 15, 2000


                                EXPLANATORY NOTES

     We have  not  authorized  anyone  to  provide  you with  information  or to
represent  anything not contained in this  prospectus.  You must not rely on any
unauthorized  information  or  representations.  We are  offering  to sell,  and
seeking  offers  to buy,  only  the  shares  of  common  stock  covered  by this
prospectus, and only under circumstances and in jurisdictions where it is lawful
to do so. The information contained in this prospectus is current only as of its
date,  regardless  of the time of delivery of this  prospectus or of any sale of
the shares.

     You should read carefully this entire prospectus,  as well as the documents
incorporated  by  reference  in this  prospectus,  before  making an  investment
decision.  All references to "we," "us," "our" or "WorldCom" in this  prospectus
mean WorldCom, Inc. and its subsidiaries.

                                TABLE OF CONTENTS
                                                                          Page

The Company..................................................................1
Use of Proceeds..............................................................2
The Stock Option Agreements..................................................2
Plan of Distribution.........................................................4
Experts......................................................................6
Where You Can Find More Information..........................................6
Cautionary Statement Regarding Forward-Looking Statements....................8


                                   THE COMPANY

     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. From September
15, 1998 until May 1, 2000, we were named MCI WORLDCOM,  Inc. Prior to September
15, 1998, we were named 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

                                       1


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.

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



                                 USE OF PROCEEDS

     We may use all  proceeds  received by us upon  exercise of the Stock Option
Agreements for any corporate purpose.

                           THE STOCK OPTION AGREEMENTS

General Information

     Pursuant to the  Worldcom,  Inc.  1997 Stock Option  Plan,  as amended (the
"1997  Plan") and the LDDS  Communications,  Inc.  1990 Stock  Option  Plan,  as
amended (the "1990 Plan"), we granted options to Ms. Diana Day-Cartee to acquire
shares of our  common  stock  pursuant  to the  terms of  various  stock  option
agreements.  The stock option  agreements are referred to  collectively  in this
prospectus  as the  "Stock  Option  Agreements."  Ms.  Day-Cartee  has  been our
employee  since  August 1984 and  currently  serves as our  President - Customer
Service and Satisfaction.  The Stock Option Agreements  provide for the purchase
of a total  of  1,276,198  shares  of our  common  stock by the  holder  of such
instruments,  subject to  adjustment  as described  below.  Any shares of common
stock issued upon exercise of the Stock Option Agreements may be newly issued or
may be purchased on the open market or from private sources. The following table
sets forth certain  information with respect to stock options granted under each
Stock Option Agreement as of August 1, 2000.

  Grant Date      Expiration    Number of    Exercise    Plan      Grant Type
                     Date        Options      Price
  ----------      ----------    ---------    --------    ----      ----------

   8/6/1990        8/5/2000       84,192    $  1.0616    1990     Non-qualified
   7/8/1991        7/7/2001       94,986       2.4318    1990     Non-qualified
  6/23/1992       6/22/2002      120,894       3.0688    1990     Non-qualified
  6/14/1993       6/13/2003      103,626       5.8190    1990     Non-qualified
   7/1/1994       6/30/2004      225,000       5.9600    1990     Non-qualified
   7/3/1995        7/2/2005      112,500       9.0000    1990     Non-qualified
   1/2/1996        1/1/2006       90,000      11.9167    1990     Non-qualified
  1/23/1997       1/22/2007      345,000      17.3334    1997     Non-qualified
   1/2/1998        1/1/2008      100,000      19.9584    1997     Non-qualified

     Total:                    1,276,198


                                       2


    The  number of shares and the  exercise  prices  described  above have been
adjusted,  in each  case,  for (a) prior  exercises,  and (b) stock  splits  and
dividends on our shares of common stock.

     The  Stock  Option  Agreements  were  originally  executed  to  provide  an
additional incentive to Ms. Day-Cartee by increasing her proprietary interest in
our business and our success.  The current holder of the Stock Option Agreements
may obtain a copy of the Stock Option Agreements and information  regarding them
and their  administration  from our company's  Stock Option  Department,  at the
address  listed  above  under  the  heading  "The  Company."  The  Stock  Option
Department's telephone number is (601) 460-8001.

Eligibility To Participate In The Stock Option Agreements

     Consistent  with the terms of each  Stock  Option  Agreement,  the  current
holder thereof may exercise each Stock Option Agreement.

Types Of Options Granted Under The Stock Option Agreements

     Each  of the  Stock  Option  Agreements  granted  the  optionee  thereunder
non-qualified stock options. A non-qualified stock option is a stock option that
does not qualify for special tax treatment pursuant to Section 422 of the United
States Internal Revenue Code of 1986, as amended.

How To Exercise The Stock Option Agreements

     Exercise  of the  options  under  each of the Stock  Option  Agreements  is
governed  by the  terms of the  relevant  plan and the  Stock  Option  Agreement
itself,  and not by this summary.  In order to exercise any of the options,  the
holder  must give us a signed  written  notice  stating the number of shares for
which the stock  option is being  exercised  accompanied  by the  payment of the
exercise  price.  The exercise price may be paid by delivery of payment in cash,
or any cash  equivalent  acceptable to us, and in any other manner  permitted by
the applicable Stock Option Agreement and plan.

     In addition to the payment of the exercise price, we may require the holder
to pay an amount equal to the federal,  state, local, and foreign taxes that may
be required to be withheld in connection  with the exercise of the stock option.
We may establish procedures to allow the holder to have us withhold a portion of
shares issuable upon exercise of the stock option with a fair market value equal
to the withholding tax due as a result of the exercise of the stock option.

     As long as our common stock is traded on The Nasdaq  National  Market,  the
fair market value of our common stock is the closing quoted selling price of our
common stock, as reported in The Wall Street Journal. If our common stock is not
traded on The Nasdaq National Market, the plan provides for several  alternative
methods of calculating the fair market value of our common stock.

                                       3


Determination Of Exercise Price

     The exercise  price for the  non-qualified  stock options  described in the
Stock  Option  Agreements  is set forth in such  agreements,  and is  subject to
adjustment upon certain events, some of which may have occurred.

When You May Exercise Your Options And When Your Stock Options Lapse

     As described above, the optionee may exercise the options described in each
Stock  Option  Agreement at any time on or before the  expiration  date for such
option listed above. Certain other provisions may apply, however, upon the death
or permanent disability of Ms. Day-Cartee while still our employee.

Adjustments To The Number Of Shares

     In the event of (a) any stock dividend, stock split, combination of shares,
recapitalization  or other change in our capital  structure,  or (b) any merger,
consolidation,   spin-off,  reorganization,  partial  or  complete  liquidation,
issuance  of  rights  or  warrants  to  purchase  securities,  or (c) any  other
corporate transaction or event having an effect similar to any of the foregoing,
the  shares  issuable  upon  exercise  of the Stock  Option  Agreements  will be
appropriately  and  proportionately  adjusted  by  our  Board  of  Directors  in
accordance with the terms of the applicable Stock Option Agreement and plan.

Status As An Optionholder

     The  holder  of the Stock  Option  Agreements  will not have the  rights or
privileges  associated with the ownership of the shares of common stock issuable
upon exercise of the Stock Option  Agreements until the Stock Option  Agreements
have been  exercised  and the  holder  has  become  the holder of record of such
shares.

     We have been informed that the Stock Option  Agreements  between us and Ms.
Day-Cartee were recently  transferred by Ms.  Day-Cartee to DDC  Investments,  a
Georgia general partnership.  The managing general partner of DDC Investments is
Diana  Day-Cartee.  The address of DDC Investments is 113 Peachtree Street N.E.,
Suite 2500, Atlanta, GA 30303-1846.

                              PLAN OF DISTRIBUTION

     We will issue shares covered by this prospectus upon proper exercise of the
option granted under each Stock Option Agreement. The holder of the Stock Option
Agreements will act  independently of us in making decisions with respect to the
timing, manner and size of each exercise. When a particular exercise is made, if
required, we will distribute to optionee a prospectus supplement.

     All  expenses  of the  registration  of the  shares  will  be  paid  by Ms.
Day-Cartee,  including,  without  limitation,  all registration and filing fees,
printing  expenses,  expenses  of  compliance  with  blue  sky  laws,  fees  and

                                       4


disbursements  of our counsel  and  expenses  of any audits  incidental  to this
registration.

                  UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

     The  following  is a  summary  of the  United  States  federal  income  tax
consequences  that  generally  will arise with  respect to exercise of the stock
options  granted under the Stock Option  Agreements and with respect to the sale
of common  stock  acquired  upon  exercise of the Stock Option  Agreements.  For
precise  advice as to any  specific  transaction  or set of  circumstances,  the
optionee should consult with her own tax and legal advisors. The optionee should
also consult with her own tax and legal  advisors  regarding the  application of
any state, local, and foreign taxes and any federal gift, estate and inheritance
taxes.

Non-Qualified Stock Options

     Because the stock options are non-qualified stock options, the optionee did
not recognize income at the time of the grant of the stock options,  however the
optionee will recognize  ordinary income upon the exercise of each non-qualified
stock  option as  provided by Internal  Revenue  Code  Section 83. The amount of
ordinary  income the optionee  will  recognize  will be equal to the  difference
between  (i) the fair  market  value of the stock on the date of exercise of the
stock  option  and (ii) the  amount of cash paid for the  stock  (including  any
amount  paid for the option  itself).  Upon  exercise of a  non-qualified  stock
option,  we will be entitled to deduct as  compensation  an amount  equal to the
amount included in the optionee's gross income consistent with the provisions of
Internal Revenue Code Section 83.

     This summary does not address the federal tax  consequences  of an optionee
transferring  an option as permitted  under the Option  Agreements.  An optionee
contemplating  such a transfer  should  discuss  with her tax  advisors  the tax
consequences   resulting  therefrom,   including  any  income  recognition  (and
withholding obligations) with respect to such a transfer.

Income Tax Rates On Capital Gain And Ordinary Income

     If the optionee  holds the shares of common stock received upon exercise of
the stock options for less than twelve  months,  upon the  disposition  of those
shares, the income the optionee receives will be treated as a short-term capital

                                        5


gain and will be taxed as ordinary income at a maximum rate of 39.6%.  Phaseouts
of personal exemptions and reductions of allowable itemized deductions at higher
levels of income may result in  slightly  higher  marginal  tax rates.  Ordinary
compensation  income will also be subject to the Medicare tax and, under certain
circumstances, a social security tax.

     If the  optionee  holds all or some  portion of the shares of common  stock
received upon exercise of the stock options for twelve months or more,  upon the
disposition of those shares the optionee will receive long-term capital gain tax
treatment at a maximum rate of 20%.

                                     EXPERTS

     Our consolidated financial statements 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 our 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 our 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.

                       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; Seven 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  regarding registrants that file electronically
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. This prospectus is a part of that registration
statement.  The registration  statement contains additional information about us
and the  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

                                       6


automatically update and supersede this information. We incorporate by reference
the following documents we filed with the SEC under File No. 000-11258:

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

     o    Our  Quarterly  Reports on Form 10-Q for the  quarterly  periods ended
          March 31, 2000 and June 30, 2000;

     o    Our Current  Reports on Form 8-K-1  dated April 11, 2000 (filed  April
          11,  2000),  Form 8-K-2 dated April 11, 2000 (filed  April 11,  2000),
          Form 8-K dated May 16, 2000 (filed May 16,  2000),  Form 8-K dated May
          19, 2000 (filed May 22, 2000), Form 8-K dated May 31, 2000 (filed June
          12, 2000) and Form 8-K dated July 13, 2000 (filed July 13, 2000);

     o    The   description   of  our  common  stock  set  forth  in  Resurgens'
          Registration  Statement on Form 8-A dated  December 12, 1989 (File No.
          1-10415), as updated by the descriptions contained in our Registration
          Statement on Form S-4 (File No.  333-16015),  as declared effective by
          the  Securities  and Exchange  Commission on November 14, 1996,  which
          includes the Joint Proxy  Statement/Prospectus dated November 14, 1996
          with respect to the Company's  Special Meeting of Shareholders held on
          December 20,  1996,  under the  following  captions:  "Description  of
          WorldCom Capital Stock" and "Comparative  Rights of Shareholders"  and
          by the  descriptions  contained in our Proxy Statement dated April 23,
          1999 under the  following  captions:  "Approval of Amendment to Second
          Amended  and  Restated  Articles  of  Incorporation,  as  Amended,  To
          Increase  Authorized  Shares of Common Stock" and "Future Proposals of
          Security Holders;"

     o    The description of the Company's rights to acquire preferred stock set
          forth in our Registration Statement on Form 8-A dated August 26, 1996,
          as updated by our Current Report on Form 8-K dated May 22, 1997 (filed
          June 6, 1997); and

     o    The description of the Company's Series B Convertible  Preferred Stock
          contained in the  Company's  Registration  Statement on Form 8-A dated
          November 13, 1996.

     All documents  filed by WorldCom with the  Commission  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange  Act,  as amended  (the
"Exchange  Act"),  subsequent  to the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  herein by reference,
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document  incorporated  or  deemed  to be  incorporated  by
reference, which statement is also incorporated herein by reference, modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement or the prospectus.

                                       7


     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.

            Cautionary Statement Regarding Forward-Looking Statements

     This prospectus may be deemed to include forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934,  as amended,  that involve
risk and  uncertainty,  including  financial,  regulatory  environment and trend
projections,  estimated  costs to  complete  or possible  future  revenues  from
in-process  research and  development  programs,  the  likelihood  of successful
completion of such programs, and the outcome of Euro conversion efforts, as well
as 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 herein regarding  matters that are
not historical facts.

     Although  we  believe  that  our   expectations  are  based  on  reasonable
assumptions,  we can give no assurance that our  expectations  will be achieved.
The important  factors that could cause actual results to differ materially from
those in the  forward-looking  statements  herein (the "Cautionary  Statements")
include,  without  limitation:  (1) possible effects of our recent  announcement
regarding  the  consideration  of  opportunities  to separate the  wholesale and
consumer  operations into separate companies or tracking stocks; (2) the effects
of vigorous  competition in the markets in which the Company  operates;  (3) the
impact of  technological  change on our business,  new entrants and  alternative
technologies,  and dependence on availability of  transmission  facilities;  (4)
uncertainties  associated  with  the  success  of  other  acquisitions  and  the
integration thereof; (5) risks of international  business; (6) regulatory risks,
including  the impact of the Telecom Act; (7)  contingent  liabilities;  (8) the
impact of  competitive  services and  pricing;  (9) risks  associated  with Euro
conversion  efforts;  (10) risks  associated with debt service  requirements and
interest  rate  fluctuations;  (11) our degree of financial  leverage;  and (12)
other risks referenced from time to time in our filings with the SEC,  including
our Form  10-K.  All  subsequent  written  and oral  forward-looking  statements
attributable  to us or persons  acting on our behalf are expressly  qualified in
their entirety by the Cautionary Statements.  We do 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.

                                       8