8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

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): November 14, 2003

WorldCom, Inc.

(Exact Name of Registrant as Specified in Charter)

Georgia	0-11258	58-1521612
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
22001 Loudoun County Parkway, Ashburn, Virginia		20147
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (703) 886-5600

Item 5.    Other Events

The information set forth in the press releases issued by WorldCom, Inc. on November 17, 2003 and November 19, 2003, attached hereto as Exhibits 99.1 and 99.2, respectively, are incorporated herein by reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

99.1 Press Release of WorldCom, Inc., dated November 17, 2003.

99.2 Press Release of WorldCom, Inc., dated November 19, 2003.

SIGNATURE

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

WORLDCOM, INC. (Registrant)
By:	/S/ ANASTASIA D. KELLY
Name: Anastasia D. Kelly
Title: Executive Vice President, General           Counsel and Secretary

Dated: December 1, 2003

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated November 17, 2003
99.2	Press Release, dated November 19, 2003

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS: MCI

Claire Hassett

1-800-644-NEWS

MCI COMPLETES TENDER OFFER FOR DIGEX

ASHBURN, Va. — November 17, 2003 — MCI (WCOEQ, MCWEQ) today announced that its tender offer for all of the outstanding shares of Class A Common Stock of Digex, Incorporated (OTCBB: DIGX) expired at 5:00 p.m., New York City time, on November 14, 2003. MCI has accepted for purchase and payment all of the shares that were validly tendered as of the expiration date of the offer.

The preliminary results of the offer show that 19,114,996 shares were validly tendered (and not properly withdrawn). Such tendered shares, together with 347,346 shares subject to notices of guaranteed delivery, represent approximately 76.3% of the outstanding shares of Class A Common Stock. The minimum condition of the offer required that at least 74.3% of the outstanding shares be tendered in the offer.

The expiration of the offer will be followed by a “short-form” merger between Digex Acquisition, Inc., an indirect wholly owned subsidiary of MCI, and Digex, with Digex as the surviving company. MCI intends to complete the merger as soon as practicable. As a result of the merger, Digex will become an indirect wholly owned subsidiary of MCI.

Georgeson Shareholder Communications Inc. is acting as the Information Agent in connection with the tender offer and can be contacted at (212) 440-9800 (for banks and brokers) or (866) 295-8105 (toll free for all others).

The agreements, as well as other documentation relating to the offer, may be obtained free of charge at the SEC’s web site, www.sec.gov, or by contacting Georgeson Shareholder Communications. Digex stockholders and other interested parties are urged to read the documentation relating to the offer because it contains important information.

ABOUT WORLDCOM, INC.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business under the MCI brand name, is a leading global communications provider, delivering innovative, cost-effective, advanced communications connectivity to businesses, governments and consumers. With the industry’s most expansive global IP backbone, based on company-owned POPs, and wholly-owned data networks, WorldCom develops the converged communications products and services that are the foundation for commerce and communications in today’s market. For more information, go to http://www.mci.com.

ABOUT DIGEX

Digex is a leading provider of enterprise hosting services. Digex customers, from Fortune 1000 companies to leading Internet-based businesses, leverage Digex’s trusted infrastructure and advanced services to successfully deploy business-critical and mission-critical Web sites, enterprise applications and Web Services on the Internet. Additional information on Digex is available at www.digex.com.

###

2

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

CONTACTS:         MCI

Claire Hassett

1-800-644-NEWS

MCI COMPLETES DIGEX ACQUISITION

ASHBURN, Va.—November 19, 2003—MCI (WCOEQ, MCWEQ) today announced that it has completed its acquisition of Digex, Incorporated (OTCBB: DIGX). Following the completion of its tender offer for all of the outstanding shares of Class A Common Stock of Digex, Digex Acquisition, Inc., an indirect wholly owned subsidiary of MCI, was merged into Digex. Pursuant to the merger, all remaining outstanding shares of Class A Common Stock, other than shares whose holders exercise their appraisal rights under Delaware law, were converted into the right to receive $1.00 per share, the same per share purchase price provided for in the tender offer.

As a result of the merger, Digex became an indirect wholly owned subsidiary of MCI. Digex stockholders will be promptly sent notice of the effectiveness of the merger.

Georgeson Shareholder Communications Inc. is acting as the Information Agent in connection with the tender offer and can be contacted at (212) 440-9800 (for banks and brokers) or (866) 295-8105 (toll free for all others).

The agreements, as well as other documentation relating to the offer, may be obtained free of charge at the SEC’s web site, www.sec.gov, or by contacting Georgeson Shareholder Communications. Digex stockholders and other interested parties are urged to read the documentation relating to the offer because it contains important information.

ABOUT WORLDCOM, INC.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business under the MCI brand name, is a leading global communications provider, delivering innovative, cost-effective, advanced communications connectivity to businesses, governments and consumers. With the industry’s most expansive global IP backbone, based on company-owned POPs, and wholly-owned data networks, WorldCom develops the converged communications products and services that are the foundation for commerce and communications in today’s market. For more information, go to http://www.mci.com.

ABOUT DIGEX

Digex is a leading provider of enterprise hosting services. Digex customers, from Fortune 1000 companies to leading Internet-based businesses, leverage Digex’s trusted infrastructure and advanced services to successfully deploy business-critical and mission-

critical Web sites, enterprise applications and Web Services on the Internet. Additional information on Digex is available at www.digex.com.

###

2