8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): June 25, 2002

                                 WorldCom, Inc.
             (Exact Name of Registrant as Specified in its Charter)

          Georgia                    0-11258                  58-1521612
      (State or Other        (Commission File Number)        (IRS Employer
      Jurisdiction of                                   Identification Number)
      Incorporation)

                            500 Clinton Center Drive
                           Clinton, Mississippi 39056
                     (Address of Principal Executive Office)

       Registrant's telephone number, including area code: (601) 460-5600

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ITEM 5. Other Events.

      On June 25, 2002, the Company issued a press release announcing its
intention to restate its financial statements for 2001 and the first quarter of
2002, which is filed as Exhibit 99.1 hereto and incorporated by reference
herein.

ITEM 7 (C).  EXHIBITS.

See Exhibit Index.





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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.



Date:  June 26, 2002             By: /s/ Michael H. Salsbury
                                    -------------------------------
                                    Michael H. Salsbury
                                    Executive Vice President and General Counsel




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                                  EXHIBIT INDEX


EXHIBIT NO.       DESCRIPTION
- -----------       -----------

99.1              Press Release dated June 25, 2002













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EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE


Contacts:   Media                         Investors
            Brad Burns                    Scott Hamilton
            (800) 644-NEWS                (877) 624-9266


      WORLDCOM ANNOUNCES INTENTION TO RESTATE 2001 AND

      FIRST QUARTER 2002 FINANCIAL STATEMENTS

CLINTON, Miss., June 25, 2002 - WorldCom, Inc. (Nasdaq: WCOM, MCIT) today
announced it intends to restate its financial statements for 2001 and the first
quarter of 2002. As a result of an internal audit of the company's capital
expenditure accounting, it was determined that certain transfers from line cost
expenses to capital accounts during this period were not made in accordance with
generally accepted accounting principles (GAAP). The amount of these transfers
was $3.055 billion for 2001 and $797 million for first quarter 2002. Without
these transfers, the company's reported EBITDA would be reduced to $6.339
billion for 2001 and $1.368 billion for first quarter 2002, and the company
would have reported a net loss for 2001 and for the first quarter of 2002.

The company promptly notified its recently engaged external auditors, KPMG LLP,
and has asked KPMG to undertake a comprehensive audit of the company's financial
statements for 2001 and 2002. The company also notified Andersen LLP, which had
audited the company's financial statements for 2001 and reviewed such statements
for first quarter 2002, promptly upon discovering these transfers. On June 24,
2002, Andersen advised WorldCom that in light of the inappropriate transfers of
line costs, Andersen's audit report on the company's financial statements for
2001 and Andersen's review of the company's financial statements for the first
quarter of 2002 could not be relied upon.

The company will issue unaudited financial statements for 2001 and for the first
quarter of 2002 as soon as practicable. When an audit is completed, the company
will provide new audited financial statements for all required periods. Also,
WorldCom is reviewing its financial guidance.

The company has terminated Scott Sullivan as chief financial officer and
secretary. The company has accepted the resignation of David Myers as senior
vice president and controller.

WorldCom has notified the Securities and Exchange Commission (SEC) of these
events. The Audit Committee of the Board of Directors has retained William R.
McLucas, of the law firm of Wilmer, Cutler & Pickering, former Chief of the
Enforcement Division of the SEC, to conduct an independent investigation of the
matter. This evening, WorldCom also notified its lead bank lenders of these
events.


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The expected restatement of operating results for 2001 and 2002 is not expected
to have an impact on the Company's cash position and will not affect WorldCom's
customers or services. WorldCom has no debt maturing during the next two
quarters.

"Our senior management team is shocked by these discoveries," said John
Sidgmore, appointed WorldCom CEO on April 29, 2002. "We are committed to
operating WorldCom in accordance with the highest ethical standards."

"I want to assure our customers and employees that the company remains viable
and committed to a long-term future. Our services are in no way affected by this
matter, and our dedication to meeting customer needs remains unwavering," added
Sidgmore. "I have made a commitment to driving fundamental change at WorldCom,
and this matter will not deter the new management team from fulfilling our
plans."

ACTIONS TO IMPROVE LIQUIDITY AND OPERATIONAL PERFORMANCE

As Sidgmore previously announced, WorldCom will continue its efforts to
restructure the company to better position itself for future growth. These
efforts include:

         Cutting capital expenditures significantly in 2002. We intend 2003
         capital expenditures will be $2.1 billion on an annual basis.

         Downsizing our workforce by 17,000, beginning this Friday, which is
         expected to save $900 million on an annual basis. This downsizing is
         primarily composed of discontinued operations, operations & technology
         functions, attrition and contractor terminations.

         Selling a series of non-core businesses, including exiting the wireless
         resale business, which alone will save $700 million annually. The
         company is also exploring the sale of other wireless assets and certain
         South American assets. These sales will reduce losses associated with
         these operations and allow the company to focus on its core businesses.

         Paying Series D, E and F preferred stock dividends in common stock
         rather than cash, deferring dividends on MCI QUIPS, and discontinuing
         the MCI tracker dividend, saving approximately $375 million annually.

         Continuing discussions with our bank lenders.

         Creating a new position of Chief Service and Quality Officer to keep an
         eye focused on our customer services during this restructuring.


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"We intend to create $2 billion a year in cash savings in addition to any cash
generated from our business operations," said Sidgmore. "By focusing on these
steps, I am convinced WorldCom will emerge a stronger, more competitive player."

ABOUT WORLDCOM, INC.
            WorldCom, Inc. (NASDAQ: WCOM, MCIT) is a pre-eminent global
communications provider for the digital generation, operating in more than 65
countries. With one of the most expansive, wholly-owned IP networks in the
world, WorldCom provides innovative data and Internet services for businesses
to communicate in today's market. In April 2002, WorldCom launched THE
NEIGHBORHOOD BUILT BY MCI -the industry's first truly any-distance,
all-inclusive local and long-distance offering to consumers for one fixed
monthly price. Effective as of the close of regular trading on July 12, 2002,
WorldCom will eliminate its tracking stock structure and have one class of
common stock with the NASDAQ ticker symbol WCOM. For more information, go to
http://www.worldcom.com.

                  Forward-Looking Statements

This document includes certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on management's current expectations and are subject to uncertainty and
changes in circumstances. Actual results may differ materially from these
expectations due to economic uncertainty; the effects of vigorous competition;
the impact of technological change on our business, alternative technologies,
and dependence on availability of transmission facilities; risks of
international business; regulatory risks in the United States and
internationally; contingent liabilities; uncertainties regarding the
collectibility of receivables; risks associated with debt service requirements
and; our financial leverage; uncertainties associated with the success of
acquisitions; and the ongoing war on terrorism. More detailed information about
those factors is contained in WorldCom's filings with the Securities and
Exchange Commission.

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