Item 2.    Changes in Securities and Use of Proceeds.



On August 19, 1997, in connection with its acquisition of the
outstanding shares of McCourt Fiber Network, Inc., which was the
holder of the shares of Metropolitan Fiber Systems - McCourt, Inc.
not already owned by the Company, the Company issued to shareholders
of McCourt Fiber Network, Inc. 846,154 shares of WorldCom Common
Stock which total included 812,308 shares issued to David C. McCourt,
a member of the WorldCom Board of Directors. In connection with this
transaction, the Company relied on an exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act") and Regulation D promulgated thereunder.


On July 1, 1997, in connection with its acquisition of the remaining
shares of Gridnet, Inc. that it did not already own, the Company
issued 466,000 shares of WorldCom Common Stock to certain minority
shareholders of Gridnet, Inc. In connection with this transaction,
the Company relied on an exemption from registration contained in


Section 4(2) of the Securities Act and Regulation D promulgated
thereunder.



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