<PAGE>1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 2

                   X ANNUAL REPORT PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1995

                                       or

  [ ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM  _____ TO _____

                           Commission File No. 0-21594

                        MFS Communications Company, Inc.

              A Delaware Corporation I.R.S. Employer No. 47-0714388

                11808 Miracle Hills Drive, Omaha, Nebraska 68154
                         Telephone Number (402) 231-3000

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, Par Value $.01
                    Series A Preferred Stock, Par Value $.01
                    Series B Preferred Stock, Par Value $.01

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter  period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes X No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Based on the closing sales price on March 11, 1996 the aggregate market value of
the voting  stock held by  nonaffiliates  of the  Registrant  was  approximately
$3,731,037,199*.

At March  11,1996,  62,766,250  shares of the  Registrant's  common  stock  were
outstanding.

*After the first  anniversary  date of the  issuance  of the Series B  Preferred
Stock,  each share may be converted into .0231884 shares of the Company's common
stock.  Therefore,  for purposes of determining the market value of the Series B
Preferred  Stock,  each share has been given a value of $1.44  (.0231884  of the
$62.25 market price per share of the Company's common stock on March 11, 1996).


<PAGE>2





         Item 13 of Part III of the  Form  10-K of MFS  Communications  Company,
Inc.  ("MFS" or the  "Company")  for the fiscal year ended  December 31, 1995 is
amended and restated in its entirety as stated below:


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Mr.  McCourt is a director  and  president  of, and owns,  directly  or
indirectly,  approximately  17.5%  of the  voting  stock of  Metropolitan  Fiber
Systems/McCourt,  Inc. ("MFS/McCourt").  In 1995, the amount owed by MFS/McCourt
to MFS Telecom,  Inc., either in the form of preferential  payments or shares of
preferred stock held by MFS Telecom, Inc. or indebtedness by MFS Telecom,  Inc.,
increased to $51.1 million from $44.9 million in 1994.

         On May 5,  1995,  the  Company  purchased  Northeast  Networks,  Inc. a
competitive  access provider  providing service to Westchester  County, New York
from C-TEC,  of which Mr. McCourt is the Chairman and Chief  Executive  Officer,
for a purchase price of $6.2 million. An affiliate of the Company,  Metropolitan
Fiber Systems of New Jersey,  Inc. has a 66-2/3%  interest in  MFS/C-TEC,  a New
Jersey  limited  partnership.  The  remaining  33-1/3%  interest  is  held by an
affiliate of C-TEC. As of December 31, 1995, the Company had an outstanding cash
advance to MFS/C-TEC of $289,545.

         Mr. Andrew Lipman,  Senior Vice President of the Company,  is a partner
in the law firm of Swidler & Berlin,  Chartered,  of  Washington,  D.C. The firm
provides legal services to the Company and was paid fees of  approximately  $2.9
million, $2.9 million and $6.1 million in 1993, 1994 and 1995, respectively. Mr.
Lipman has an arrangement  with the Company under which he is expected to devote
a substantial portion of his time to the Company's legal/regulatory matters.

         The following information is provided with respect to John W. Sidgmore,
the Chief Executive  Officer of UUNET  Technologies,  Inc.  ("UUNET"),  a wholly
owned  subsidiary  of MFS which was  acquired by MFS in August 1996  through the
merger of a wholly owned  subsidiary of MFS with and into UUNET (the  "Merger").
In May 1994,  UUNET  entered into an  employment  agreement  with Mr.  Sidgmore.
Pursuant to the terms of the agreement,  Mr.  Sidgmore's base salary is $220,000
per year,  plus a bonus targeted at $130,000 per year. Mr.  Sidgmore  received a
$200,000  signing  bonus in 1994,  a $150,000  bonus in July 1995 for the period
July 1, 1994 through June 30, 1995,  and a bonus of $82,500 in February 1996 for
the period July 1 through December 31, 1995. If UUNET terminates Mr.  Sidgmore's
employment  without cause, he will receive severance payments totaling $300,000.
UUNET granted to Mr.  Sidgmore  options to purchase at $0.16 per share 1,244,100
shares of UUNET Common Stock pursuant to the employment agreement (which options
were  exercised and certain of the shares  issued  remain  subject to a right of
repurchase,  which right lapses over time).  In the event of a change in control
of UUNET (and  subsequently,  MFS) or an involuntary  termination other than for
cause of Mr. Sidgmore's  employment by UUNET,  UUNET's (and subsequently,  MFS')
right of  repurchase  lapses  with  respect  to 50  percent of any of the shares
subject to a right of  repurchase  at the time and such right also  lapses  over
time (the "Repurchase Right").

         Pursuant  to  option  and stock  purchase  agreements  between  each of
various  officers and UUNET,  upon  consummation of the Merger,  the vesting and
lapse of  repurchase  rights  accelerated  with  respect to 50% of (a)  unvested
options and (b)  outstanding  shares  issued upon option  exercise  subject to a
right of  repurchase,  in each case, as of the effective date of the Merger (the
"Effective  Date").  If as a result of such  acceleration,  any officer of UUNET
incurred an excise tax pursuant to Section 4999 of the Internal  Revenue Code of
1986 or  corresponding  provisions  of  applicable  state  law,  UUNET paid such
officer when due to the  applicable  tax  authority  an amount (the  "Transfer")
sufficient  to pay (i) the  excise tax and (ii) any and all  federal,  state and
local  taxes  payable  with  respect to the receipt of the  Transfer.  The total
amount that UUNET paid in connection with all Transfers was  approximately  $3.6
million.  Of  such  amout,  Mr.  Sidgmore  received  a  payment  from  UUNET  of
$2,182,654.

         In addition,  MFS agreed to, or to cause UUNET to, honor in  accordance
with their terms,  all  employment,  severance  and similar  agreements to which
UUNET or any of its subsidiaries is a party and all

<PAGE>3


         provisions  for  vested  benefits  or other  vested  amounts  earned or
accrued through the Effective Date under UUNET's benefit plans.

         As of  November  6, 1996 and as a result of the  Merger,  Mr.  Sidgmore
beneficially  owned 1,984,495 shares of MFS Common Stock,  which includes 44,131
shares of MFS  Common  Stock held by a trust of which Mr.  Sidgmore  is the sole
trustee,  with sole voting and disposition  control.  Of the 1,984,495 shares of
MFS Common  Stock,  421,282  shares of MFS Common  Stock are held subject to the
Repurchase Right, which lapses with respect to 13,164 shares of MFS Common Stock
on the last day of each calendar month.  In addition,  Mr Sidgmore has an option
to purchase  9,776 shares of MFS Common  Stock (with an exercise  price of $3.38
per share) and an option to purchase  7,067  shares of MFS Common Stock (with an
exercise price of $21.80).  The option to acquire the 9,776 shares of MFS Common
Stock is currently  exerciseable  and the option to acquire  7,067 shares of MFS
Common Stock is exerciseable as of December 31, 2002; provided, however, that if
certain  performance goals are met, the option will become exerciseable on March
31, 1997.


<PAGE>4






         Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned thereunto duly authorized.



                                   MFS COMMUNICATIONS COMPANY, INC.


Date:  November 19, 1996


                                   By:  /s/ TERRENCE J. FERGUSON
                                        Terrence J. Ferguson
                                        Senior Vice President and Secretary