Statement of eligibility and qualification of the Trustee on Form T-1

WorldCom Intermedia Communications Corporation (f/k/a Shared Technologies Fairchild

WorldCom Intermedia Telecom, Inc. (f/k/a Shared Technologies Fairchild Telecom, Inc.)

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1—Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

Exhibit 2—Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).

Exhibit 3—Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)

Exhibit 4—Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)

Exhibit 6—The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)

Exhibit 7—Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2003—attached)

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 23^rd day of March, 2004.


CITIBANK, N.A.

By		/s/ P. De Felice

		P. De Felice Vice President

Citibank, N.A. of New York in the State of New York, at the close of business on December 31, 2003, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

I, Grace B. Vogel, Vice President and Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.


Name		Address
Comptroller of the Currency		Washington, D.C.

Federal Reserve Bank of New York		New York, NY
33 Liberty Street
New York, NY

Federal Deposit Insurance Corporation		Washington, D.C.


		Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	13,330,000
Interest-bearing balances			19,426,000
Held-to-maturity securities			47,000
Available-for-sale securities			84,510,000
Federal funds sold in domestic Offices			2,125,000
Federal funds sold and securities purchased under agreements to resell			14,744,000
Loans and leases held for sale			2,940,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income	324,477,000
LESS: Allowance for loan and lease losses	8,709,000

Loans and leases, net of unearned income, allowance, and reserve			315,768,000
Trading assets			79,871,000
Premises and fixed assets (including capitalized leases)			3,964,000
Other real estate owned			121,000
Investments in unconsolidated subsidiaries and associated companies			952,000
Customers’ liability to this bank on acceptances outstanding			1,096,000
Intangible assets: Goodwill			6,610,000
Intangible assets: Other intangible assets			9,184,000
Other assets			27,435,000

TOTAL ASSETS		$	582,123,000


LIABILITIES
Deposits: In domestic offices		$	113,879,000
Noninterest-bearing			22,283,000
Interest-bearing			91,596,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			267,356,000


Noninterest-bearing		18,588,000
Interest-bearing		248,768,000
Federal funds purchased in domestic Offices		9,081,000
Federal funds purchased and securities sold under agreements to repurchase		9,984,000
Demand notes issued to the U.S. Treasury		0
Trading liabilities		52,718,000
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss		43,863,000
Bank’s liability on acceptances executed and outstanding		1,096,000
Subordinated notes and debentures		12,330,000
Other liabilities		25,441,000

TOTAL LIABILITIES	$	535,748,000

Minority interest in consolidated Subsidiaries		422,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus		1,950,000
Common stock		751,000
Surplus		24,831,000
Retained Earnings		19,515,000
Accumulated net gains (losses) on cash flow hedges		–1,094,000
Other equity capital components		0

TOTAL EQUITY CAPITAL	$	45,953,000

TOTAL LIABILITIES AND EQUITY CAPITAL	$	582,123,000