S-8

As filed with the Securities and Exchange Commission on May 7, 2004

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MCI, INC.
(Exact Name of Registrant as specified in its charter)

Delaware	58-1521612
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

22001 Loudoun County Parkway
Ashburn, VA 20147
(Address including zip code of Principal Executive Offices)

MCI, INC. 2003 DEFERRED STOCK UNIT PLAN(Full title of the plan)

Anastasia D. Kelly, Esq.
MCI, Inc.
     Executive Vice President and
General Counsel
22001 Loudoun County Parkway
Ashburn, VA 20147
703-886-5977

(Name, address and telephone number, including area code, of agent for service)

Copy to:
     Barbara Nims, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
212-450-4000

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Deferred Compensation Obligations (1)	$20,000,000.00	100%	$20,000,000.00	$2,534.00

(1)	The Deferred Compensation Obligations are unsecured obligations of MCI, Inc. (the “Company”) to pay deferred compensation in the future in accordance with the terms of the MCI, Inc. Deferred Stock Unit Plan (the “Plan”).
(2)	Estimated solely for the purpose of determining the registration fee.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified in Item 1 and Item 2 of Part I of the Registration Statement on Form S-8 (the “Registration Statement”) is omitted from this filing in accordance with the provisions of Rule 428 under the 1933 Act and the introductory note to Part I of the Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission (the “Commission”) by MCI, Inc. pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), are incorporated herein by reference.

     (1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

     (2) All reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 2003.

     All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 herein 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 by reference herein 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 which also is incorporated or deemed to be incorporated by reference herein), 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.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     Anastasia D. Kelly, Executive Vice President and General Counsel, has given her opinion about certain legal matters affecting the deferred compensation obligations registered under this Registration Statement. Ms. Kelly may be a participant in the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit, and provided that no such provision eliminates or limits the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. The Company’s amended and restated certificate of incorporation contains a provision eliminating the personal liability of a director of the

Company either to the Company or to any stockholder for monetary damages for breach of fiduciary duty as a director to the full extent of Section 102(b)(7) of the DGCL.

     Reference is made to Section 145 of the DGCL, which provides that a corporation may indemnify directors and officers as well as other employees and agents against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a “derivative action”)) if they act in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorney’s fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be indemnification that may be granted by a corporation’s charter, by-laws, disinterested director vote, stockholder vote, agreement or otherwise. The Company’s amended and restated certificate of incorporation contains a provision providing that the Company shall indemnify any director of the Company, and may indemnify any officer or employee of the Company who is not a director, who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, by reason of the fact that such person is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer or employee of another entity, to the full extent of Section 145 of the DGCL. Neither amendment nor repeal of this provision, nor the adoption of any provision that is inconsistent with this provision, shall eliminate or reduce the effect of this provision in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision.

     The Company’s amended and restated certificate of incorporation contains a provision providing that the Company may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer or employee of another entity against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the Company’s amended and restated certificate of incorporation or otherwise. Neither amendment nor repeal of this provision, nor the adoption of any provision that is inconsistent with this provision, shall eliminate or reduce the effect of this provision in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision.

     In addition, under the Company’s employment agreements with certain of its executive officers, it has agreed to maintain officer’s liability insurance coverage in reasonable amounts during the terms of their respective employment agreements and to indemnify and hold them harmless to the fullest extent permitted under the Company’s amended and restated certificate of incorporation, by-laws and applicable law in connection with any claim, suit or other proceeding brought or threatened to be brought by a third party (including a governmental or regulatory agency or body) relating to such individual’s employment with the Company or its subsidiaries or affiliates.

     The Company has taken out a directors and officers liability policy for the benefit of its directors and officers. Subject to its terms, conditions and exclusions, the policy insures the directors and officers for claims made against them for wrongful acts committed by them in their capacities as directors and officers of the Company and its subsidiaries.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

4.1	Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
4.2	By-Laws (incorporated herein by reference to Exhibit 3.2 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
4.3	MCI, Inc. Deferred Stock Unit Plan.

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5	Opinion of Anastasia D. Kelly, Esq.
23.1	Consent of KPMG LLP.
23.2	Consent of Anastasia D. Kelly, Esq. (included in Exhibit 5).
24	Powers of attorney (included on the signature pages hereof).

ITEM 9. REQUIRED UNDERTAKINGS

      (a) The undersigned Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

     (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashburn, State of Virginia, on the 7th day of May, 2004.

MCI , Inc.
By:	/s/ Robert T. Blakely
Name:	Robert T. Blakely
Title:	Chief Financial Officer
MCI , Inc. Deferred Stock Unit Plan
By:	/s/ Daniel Casaccia
Name:	Daniel Casaccia
Title:	Plan Administrator

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     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints, Anastasia D. Kelly his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable in order to enable MCI, Inc. to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement on Form S-8 under the 1933 Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael D. Capellas	Director, President and Chief Executive Officer
	(Principal Executive Officer)	May 7, 2004
Michael D. Capellas
/s/ Robert T. Blakely	Chief Financial Officer (Principal Financial
	Officer)	May 7, 2004
Robert T. Blakely
/s/ Eric Slusser
	Senior Vice President, Controller	May 7, 2004
Eric Slusser
/s/ Nicholas deB. Katzenbach	Chairman of the Board	May 7, 2004
Nicholas deB. Katzenbach
/s/ Dennis R. Beresford	Director	May 7, 2004
Dennis R. Beresford
/s/ W. Grant Gregory	Director	May 7, 2004
W. Grant Gregory
/s/ Judith Haberkorn	Director	May 7, 2004
Judith Haberkorn
/s/ Laurence E. Harris	Director	May 7, 2004
Laurence E. Harris
/s/ Eric Holder	Director	May 7, 2004
Eric Holder
/s/ Mark A. Neporent	Director	May 7, 2004
Mark A. Neporent

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Signature	Title	Date
/s/ C.B. Rogers, Jr.	Director	May 7, 2004
C.B. Rogers, Jr.

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EXHIBIT INDEX

4.1	Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
4.2	By-Laws (incorporated herein by reference to Exhibit 3.2 to the Form 8-A, Commission File No. 000-11258, filed on April 21, 2004).
4.3	MCI, Inc. Deferred Stock Unit Plan.
5	Opinion of Anastasia D. Kelly, Esq.
23.1	Consent of KPMG LLP.
23.2	Consent of Anastasia D. Kelly, Esq. (included in Exhibit 5).
24	Powers of attorney (included on the signature pages hereof).

EX-4.3

EXHIBIT 4.3

MCI, INC.
DEFERRED STOCK UNIT PLAN

MCI, INC.
DEFERRED STOCK UNIT PLAN

     The MCI, Inc. Deferred Stock Unit Plan (the “Plan”) is established and maintained by MCI, Inc. (the “Company”), effective on the date that all conditions to the effectiveness of the Company's plan of reorganization have been satisfied or waived, to permit Eligible Employees to defer receipt of certain compensation.

ARTICLE I

DEFINITIONS

     Wherever used herein the following terms shall have the meanings hereinafter set forth:

     1.1. “Affiliate” means a subsidiary or other affiliate of the Company.

     1.2. “Committee” means the Compensation Committee of the Company's Board of Directors or such other Committee as may be appointed by the Board of Directors of the Company from time to time.

     1.3. “Company” means MCI, Inc. or any successor corporation or other entity.

     1.4. “Deferral Form” means a written or electronic form provided by the Committee pursuant to which an Eligible Employee may elect to defer amounts under the Plan.

     1.5. “Deferred Stock Unit Account” means a bookkeeping account established under the Plan for each Participant electing to defer a Stock Unit Award under Section 3.1.

     1.6. “Eligible Employee” means an Employee who is designated by the Committee as eligible to participate in the Plan. Eligibility shall be limited to a “select group of management or highly compensated employees,” as such phrase is defined under ERISA. The Committee shall notify any Employee of his status as an Eligible Employee at such time and in such manner as the Committee shall determine. Any determination of the Committee regarding whether an Employee is an Eligible Employee shall be final and binding for all Plan purposes.

     1.7. “Employee” means an individual who is an employee of the Company or its Affiliates. The term “Employee” shall not include a person designated by the Company or its Affiliates as an independent contractor, leased employee, or consultant, even if such person is determined to be an “employee” by any governmental or judicial authority.

     1.8. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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     1.9.   “Participant” means an Eligible Employee who elects to defer amounts under the Plan.

     1.10. “Plan” means the MCI, Inc. Deferred Stock Unit Plan, as set forth herein and as amended from time to time.

     1.11. “Plan Year” means January 1 through December 31.

     1.12. “Shares” means shares of Company common stock.

     1.13. “Stock Unit” means a stock unit, as defined under the MCI, Inc. 2003 Management Restricted Stock Plan.

     1.14. “Stock Unit Award” means an award of Stock Units granted by the Company to an Eligible Employee under the MCI, Inc. 2003 Management Restricted Stock Plan.

     1.15. “Vesting Date” means the date a Stock Unit is scheduled to vest, entitling the Stock Unit grantee to distribution of a Share in settlement of the Stock Unit.

ARTICLE II

PARTICIPATION

     Any Eligible Employee may elect to participate in the Plan by making a deferral election under Section 3.1.

ARTICLE III

STOCK UNIT DEFERRALS

     3.1 Deferrals of Stock Units. An Eligible Employee may elect to defer receipt of all or a portion of the Shares issuable under a Stock Unit Award by completing and submitting a Deferral Form in accordance with procedures established by the Committee. Any such election shall be effective only if it is made at least 6 months before, and in the year prior to the year containing, the date the portion of the Stock Units to be deferred vests. Any such election shall be permitted only if and to the extent the terms of the agreement governing the Stock Unit Award permit such a deferral.

     3.2 Election Irrevocable. Once an election to defer is made by a Participant under Section 3.1, it shall be permanent and irrevocable.

     3.3 Crediting of Deferrals. A Participant’s Deferred Stock Unit Account shall be credited with a number of notional Shares equal to the number of Shares deferred under Section 3.1 as soon as practicable after the Shares would have been received by the Participant absent the

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deferral election. A Participant shall at all times be 100% vested in any amounts credited to his Deferred Stock Unit Account. Nothing in this Section or otherwise in the Plan, however, will require the Company to actually invest amounts credited to a Participant’s Deferred Stock Unit Account in Shares or otherwise.

     3.4 Adjustments to Accounts. If there shall be any change in the Shares through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than regular cash dividends) to shareholders of the Company, an adjustment shall be made to the number and kind of securities credited to a Participant's Deferred Stock Unit Account such that each such Account shall be credited with such securities, cash and/or other property as would have been received in respect of the Shares credited to the Account immediately prior to such change or distribution, and such an adjustment shall be made successively each time any such change shall occur. The Committee has the authority and discretion to make such adjustments in an equitable manner. Any cash or property other than Shares credited to a Participant's Deferred Stock Unit Account in accordance with this Section shall be paid in the form and at the time determined by the Committee.

     3.5 Dividend Equivalent Rights. An amount equal to any regular cash dividend which would have been received had the amounts credited to the Participant’s Deferred Stock Unit Account actually been invested in Shares will be paid to the Participant as soon as practicable after such dividend would have been paid.

     3.6 Distribution of Deferred Stock Unit Accounts. When a Participant elects to defer receipt of Shares under Section 3.1, he shall also elect a date for distribution of the deferred Shares (the “Distribution Date”). Distribution of Shares will be made as soon as practicable after the Distribution Date. The Distribution Date may be either (a) the fourth January 1 following the Vesting Date for the related Stock Units, (b) the sixth January 1 following the Vesting Date for the related Stock Units, or (c) the date the Participant terminates employment with the Company and its Affiliates. Notwithstanding the Participant's elected Distribution Date(s), all Shares credited to the Participant's Deferred Stock Unit Account shall be distributed as soon as practicable after the Participant terminates employment with the Company and its affiliates.

     3.7 Distributions Upon Death. If a Participant dies before distribution of all Shares credited to his Deferred Stock Unit Account, any remaining Shares shall be distributed as soon as practicable to the beneficiary designated by the Participant in a writing delivered to the Committee prior to death. If a Participant has not designated a beneficiary or if no designated beneficiary is living on the date of death, such Shares shall be distributed to the Participant’s estate.

     3.8 Manner of Payment. All distributions under this Article III shall be in the form of Shares, provided that the value of any fractional Share deemed held in a Participant’s Deferred Stock Unit Account, shall be paid in cash. The value of a fractional Share shall be determined for this purpose by the Committee.

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     3.9 Restrictions on Shares. Shares distributed under the Plan shall be subject to the same restrictions on sale, transfer, and disposition that would have applied to any Shares a Participant was to receive upon settlement of his Stock Units under the terms of the agreement governing the Stock Unit Award.

ARTICLE IV

ADMINISTRATION

     4.1 General Administration. The Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. Any matter requiring interpretation of any Plan provision shall be made in the sole and absolute discretion of the Committee, which interpretation shall be final and conclusive on any party. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan.

     4.2 Effect of Taxation. Any provision of the Plan shall cease to be operable and any action which may be taken under the terms of the Plan (including without limitation any Participant distribution elections) shall cease to be available, to the extent such provision or permitted action would cause Shares deferred under the Plan to be treated as immediately taxable for federal income tax purposes for one or more Participants, as determined by the Committee, in its sole discretion. The Committee shall notify Participants of any determination under this Section as soon as practicable thereafter.

4.3 Claims for Benefits.

          (a) Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Committee at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

          (b) Denial of Claim. In the case of the denial of a claim for benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

          (c) Reasons for Denial. A denial or partial denial of a claim will clearly set forth:

(i)	the specific reason or reasons for the denial;
(ii)	specific reference to pertinent Plan provisions on which the denial is based;

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(iii)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)	an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

          (d) Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon written request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and also may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

     If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

          (e) Decision Upon Review. The Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(i)	the specific reason or reasons for the adverse determination;
(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

     A decision will be rendered no more than 60 days after the Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the

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Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

     The Committee will have full authority to interpret and apply in its discretion the provisions of the Plan in its review of denied benefit claims.

          (f) Finality of Determinations; Exhaustion of Remedies. Decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. Any suit or legal action initiated by a claimant with respect to the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Committee. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

          (g) Effect of Committee Action. The Plan shall be interpreted by the Committee in accordance with the terms of the Plan and their intended meanings. However, the Committee shall have the discretion to make any findings of fact needed in the administration of the Plan, and shall have the discretion to interpret or construe ambiguous, unclear or implied (but omitted) terms in any fashion it deems to be appropriate in its sole judgment. The validity of any such finding of fact, interpretation, construction or decision shall not be given de novo review if challenged in court, by arbitration or in any other forum, and shall be upheld unless clearly arbitrary or capricious. To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. All actions taken and all determinations made in good faith by the Committee shall be final and binding upon all persons claiming any interest in or under the Plan.

     4.4 Indemnification. To the extent not covered by insurance, the Company shall indemnify the Committee, each employee, officer, director, and agent of the Company, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Company shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.

     4.5 Nature of Plan. The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections

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201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be administered in a manner consistent with that intent.

ARTICLE V

AMENDMENT OR TERMINATION

     5.1 Amendment or Termination. The Company intends the Plan to be permanent but reserves the right to amend or terminate the Plan in the sole discretion at any time.

     5.2 Effect of Amendment or Termination. No amendment or termination of the Plan shall adversely affect the rights of any Participant to amounts credited to his Deferred Stock Unit Account as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of Shares deemed held in Deferred Stock Unit Accounts shall be made to Participants and beneficiaries in the manner and at the time described in Article III of the Plan. Upon termination of the Plan, no further deferrals of Stock Units shall be permitted; however, deemed dividends on deferred Stock Units shall continue to be paid in accordance with Article III.

ARTICLE VI

GENERAL PROVISIONS

     6.1 Rights Unsecured. The right of a Participant or his beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company, and neither the Participant nor his beneficiary shall have any rights in or against any amount credited to any Deferred Stock Unit Accounts under this Plan or any other assets of the Company. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by the Company for the purpose of meetings its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to its general creditors in the event of the Company’s bankruptcy or insolvency.

     6.2 No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.

     6.3 No Enlargement of Rights. No Participant or beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to continue to provide services to the Company.

     6.4 Spendthrift Provision. No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment,

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garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.

     6.5 Applicable Law. To the extent not preempted by federal law, the Plan shall be governed by the laws of the State of Delaware.

     6.6 Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed by the Company to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Company may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan with respect to the payment.

     6.7 Taxes. The Company or other payor may withhold from a distribution under the Plan, or from other compensation payable to a Participant, any federal, state or local taxes required by law to be withheld with respect to any deferred amount or distribution, and shall report such distributions and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

     6.8 Corporate Successors. The Plan and the obligations of the Company under the Plan shall become the responsibility of any successor to the Company by reason of a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity.

     6.9 Unclaimed Benefits. Each Participant shall keep the Company informed of his current address and the current address of his designated beneficiary. The Company shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Company.

     6.10 Words and Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

8

     IN WITNESS WHEREOF, MCI, Inc. has caused this MCI, Inc. Deferred Stock Unit Plan to be executed by its duly authorized officers on this 7th day of May, 2004.

	MCI, INC.
ATTEST:
/s/ Nicole S. Jones	By:	/s/ Daniel Casaccia
Nicole S. Jones		Daniel Casaccia
		EVP, Human Resources

9

EX-5

EXHIBIT 5

[LETTERHEAD OF MCI, INC.]

May 7, 2004

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

Ladies and Gentlemen:

      I am Executive Vice President and General Counsel of MCI, Inc., a Delaware corporation, (the “Company”) and have acted as counsel in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company under the Securities Act of 1933, as amended, relating to certain interests in the MCI, Inc. Deferred Stock Unit Plan (the “Plan”).

      I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate documents and records which I have deemed necessary or appropriate for the purposes of the opinion and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. I have assumed that the signatures on all documents that I have examined are genuine.

      Based upon the foregoing, I am of the opinion that the participants’ rights under the Plan will be, when created in accordance with the terms of the Plan, valid and binding obligations of the Company, enforceable in accordance with the terms of the Plan, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting creditors’ rights or by general equity principles.

      I hereby consent to the filing of the opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Anastasia D. Kelly

Anastasia D. Kelly

Executive Vice President and General Counsel

EX-23.1

EXHIBIT 23.1

Consent of KPMG LLP

Board of Directors MCI, Inc.

We consent to the incorporation by reference in this Registration Statement on Form S-8 in connection with the MCI, Inc. Deferred Stock Unit Plan, to be filed on or about May 7, 2004, of our report dated April 27, 2004, with respect to the consolidated balance sheets of MCI, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statement of operations, shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K of MCI, Inc.

Our report is qualified due to the omission of earnings per share disclosures as required by Statement of Financial Accounting Standard (“SFAS”) No. 128, Earnings Per Share. Our report also contains explanatory paragraphs that describe: the Company’s filing for reorganization under Chapter 11 of the United States Bankruptcy Code discussed in Note 3 to the consolidated financial statements and the Company’s adoption of fresh-start reporting pursuant to the American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code, as of December 31, 2003 as further described in Note 4 to the consolidated financial statements. As a result, the consolidated financial statements of the Successor Company are presented on a different basis than those of the Predecessor Company and, therefore, are not comparable in all respects. In addition, our report indicates that the Company adopted new accounting pronouncements as discussed in Note 2 to the consolidated financial statements as follows: in 2003, SFAS No. 143, Accounting for Asset Retirement Obligations; in 2002, SFAS No. 142, Goodwill and Other Intangible Assets and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets; in 2001, SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133.

/s/ KPMG LLP
KPMG LLP
McLean, Virginia
May 7, 2004