EXHIBIT 4.2

                             ARTICLES OF AMENDMENT
                                 TO THE SECOND
                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                                WORLDCOM, INC.

                                      1.

         The name of the Corporation is WorldCom, Inc.

                                      2.

         Effective the date hereof, Article Eleven of the Second Amended and
Restated Articles of Incorporation of the Corporation, as amended, is hereby
amended by deleting the text thereof and substituting therefor the text of the
amendments attached hereto as Exhibit A.

                                      3.

         All other provisions of the Second Amended and Restated Articles of
Incorporation, as previously amended, shall remain in full force and effect.

                                      4.

         The provisions of Article Eleven of the Second Amended and Restated
Articles of Incorporation, as amended, were duly approved by the shareholders
of the Corporation in accordance with the provisions of Section 14-2-1003 of
the Georgia Business Corporation Code on the 7th day of June, 2001.

                                      5.

         The provisions of Article Eleven of the Second Amended and Restated
Articles of Incorporation, as amended, were duly adopted and authorized by the
Board of Directors of the Corporation on October 31, 2000.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed by its duly authorized officer, this 7th day of June,
2001.


                             WORLDCOM, INC.


                             By:  /s/ Bernard J. Ebbers
                                 ---------------------------
                                 Name:  Bernard J. Ebbers
                                 Title: President

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                                                                     Exhibit A

                                    ELEVEN

          (a) In addition to the requirements of the provisions of any series
of preferred stock which may be outstanding, and whether or not a vote of the
shareholders is otherwise required, the affirmative vote of the holders of not
less than seventy percent (70%) of the voting power of the Corporation's
Voting Stock shall be required for the approval or authorization of any
Business Transaction with a Related Person, or any Business Transaction in
which a Related Person has an interest (other than only a proportionate
interest as a shareholder of the corporation); provided, however, that the
seventy percent (70%) voting requirement shall not be applicable if (i) the
Business Transaction is Duly Approved by the Continuing Directors, or (ii) all
of the following conditions are satisfied:

               (i)  the aggregate amount of cash and the fair market value of
          the property, securities or other consideration to be received per
          share, (on the date of effectiveness of such Business Transaction)
          for a particular class or series of a class if there is more than
          one series in a class, by holders of capital stock of the
          Corporation (other than such Related Person) in connection with such
          Business Transaction is at least equal in value to such Related
          Person's Highest Stock Purchase Price for such class or series;

               (ii)  the consideration to be received by holders of capital
          stock of the Corporation in connection with such Business
          Transaction is in (a) cash, or (b) if the majority of the shares of
          any particular class or series of stock of the Corporation as to
          which the Related Person is the Beneficial Owner shall have been
          acquired for a consideration in a form other than cash, in the same
          form of consideration used by the Related Person to acquire the
          largest number of shares of such class or series of stock;

               (iii)  after such Related Person has become a Related Person and
          prior to the consummation of such Business Transaction, such Related
          Person shall not have become the Beneficial Owner of any additional
          shares of capital stock of the Corporation or securities convertible
          into capital stock of the Corporation, except (i) as a part of the
          transaction which resulted in such Related Person becoming a Related
          Person or (ii) as a result of a pro rata stock dividend or stock
          split;

               (iv)  prior to the consummation of such Business Transaction,
          such Related Person shall not have, directly or indirectly, except
          as Duly Approved by the Continuing Directors (i) received the
          benefit (other than only a proportionate benefit as a shareholder of
          the corporation) of any loans, advances, guarantees, pledges or
          other financial assistance or tax credits or tax advantages provided
          by the Corporation or any of its subsidiaries, (ii) caused any
          material change in the Corporation's business or equity capital
          structure, including, without limitation, the issuance of shares of
          capital stock of the Corporation, or other securities convertible
          into or exercisable for such shares, or (iii) caused the Corporation
          to fail to declare and pay at the regular date therefor quarterly
          cash dividends on the

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          outstanding capital stock of the Corporation entitled to receive
          dividends, on a per share basis at least equal to the cash dividends
          being paid thereon by the corporation immediately prior to the date
          on which the Related Person became a Related Person; and

               (v)  a proxy or information statement describing the proposed
          Business Transaction and complying with the requirements of the
          Securities Exchange Act of 1934, as amended (the "Act"), and the
          rules and regulations thereunder (or any subsequent provisions
          replacing the Act or such rules or regulations) shall be mailed to
          shareholders of the Corporation at least thirty (30) days prior to
          the consummation of such Business Transaction (whether or not such
          proxy or information statement is required to be mailed pursuant to
          the Act and such rules and regulations or subsequent provisions).

          (b)  For the purpose of this Article ELEVEN:

               (i)  The term "Affiliate", used to indicate a relationship to a
          specified person, shall mean a person that directly, or indirectly
          through one or more intermediaries, controls, or is controlled by,
          or is under common control with, such specified person.

               (ii)  The term "Associate", used to indicate a relationship with
          a specified person, shall mean (A) any corporation, partnership or
          other organization of which such specified person is an officer or
          partner, (B) any trust or other estate in which such specified
          person has a substantial beneficial interest or as to which such
          specified person serves as trustee or in a similar fiduciary
          capacity, (C) any relative or spouse of such specified person who
          has the same home as such specified person or who is a director or
          officer of the corporation or any of its subsidiaries, and (D) any
          person who is a director, officer or partner of such specified
          person or of any corporation (other than the corporation or any
          wholly-owned subsidiary of the corporation), partnership or other
          entity which is an Affiliate of such specified person.

               (iii)  The term "Beneficial Owner" shall be defined by reference
          to Rule 13d-3 under the Act as in effect on September 15, 1993;
          provided, however, that any individual, corporation, partnership,
          group, association or other person or entity which has the right to
          acquire any capital stock of the corporation having voting power at
          any time in the future, whether such right is contingent or
          absolute, pursuant to any agreement, arrangement or understanding or
          upon exercise of conversion rights, warrants or options, or
          otherwise, shall be deemed the Beneficial Owner of such capital
          stock.

               (iv)  The term "Business Transaction" shall mean: (A) any
          merger, share exchange or consolidation involving the Corporation or
          a subsidiary of the Corporation; (B) any sale, lease, exchange,
          transfer or other disposition (in one transaction or a series of
          related transactions), including, without limitation, a mortgage,
          pledge or any other security device of all or any Substantial Part
          of the

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          assets either of the Corporation or of a subsidiary of the
          Corporation; (C) any sale, lease, exchange, transfer or other
          disposition (in one transaction or a series of related transactions)
          of all or any Substantial Part of the assets of any entity to the
          Corporation or a subsidiary of the Corporation; (D) the issuance,
          sale, exchange, transfer or other disposition (in one transaction or
          a series of related transactions) by the Corporation or a subsidiary
          of the Corporation of any securities of the Corporation or any
          subsidiary of the Corporation in exchange for cash, securities or
          other property, or a combination thereof, having an aggregate fair
          market value of $15 million or more; (E) any merger, share exchange
          or consolidation of the Corporation with any of its subsidiaries or
          any similar transaction in which the Corporation is not the survivor
          and the charter or certificate or articles of incorporation of the
          consolidated or surviving Corporation do not contain provisions
          substantially similar to those in this Article ELEVEN; (F) any
          recapitalization or reorganization of the Corporation or any
          reclassification of the securities of the Corporation (including,
          without limitation, any reverse stock split) or other transaction
          that would have the effect of increasing the voting power of a
          Related Person or reducing the number of shares of each class of
          voting securities outstanding; (G) any liquidation, spin-off,
          split-off, split-up or dissolution of the Corporation; and (H) any
          agreement, contract or other arrangement providing for any of the
          transactions described in this definition of Business Transaction or
          having a similar purpose or effect.

               (v)  The term "Continuing Director" shall mean a director who
          either was a member of the Board of Directors of the Corporation on
          September 15, 1993, or who became a director of the Corporation
          subsequent to such date and whose election or nomination for
          election by the Corporation's shareholders was Duly Approved by the
          Continuing Directors then on the Board, either by a specific vote or
          by approval of the proxy statement issued by the Corporation on
          behalf of the Board of Directors in which such person is named as
          nominee for director; provided, however, that in no event shall a
          director be considered a "Continuing Director" if such director is a
          Related Person and the Business Transaction to be voted upon is with
          such Related Person or is one in which such Related Person has an
          interest (other than only a proportionate interest as a shareholder
          of the Corporation).

               (vi)  The term "Duly Approved by the Continuing Directors" shall
          mean an action approved by the vote of at least a majority of the
          Continuing Directors then on the Board; provided, however, that if
          the votes of such Continuing Directors in favor of such action would
          be insufficient to constitute an act of the Board of Directors (if a
          vote by the entire Board of Directors were to have been taken), then
          such term shall mean an action approved by the unanimous vote of the
          Continuing Directors so long as there are at least three (3)
          Continuing Directors on the Board of Directors at the time of such
          unanimous vote.

               (vii)  The term "Fair Market Value", in the case of stock, means
          the highest closing sale price during the 30-day period immediately
          preceding the date in question of a share of such stock on the
          Composite Tape for New York Stock

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          Exchange Listed Stocks, or, if such stock is not listed on such
          Exchange, on the principal United States securities exchange
          registered under the Act on which such stock is listed, or, if such
          stock is not listed on any such exchange, the highest closing bid
          quotation with respect to a share of such stock during the 30-day
          period preceding the date in question on the National Association of
          Securities Dealers, Inc. Automated Quotations System or any system
          then in use, or if no such quotations are available, the fair market
          value on the date in question of a share of such stock as determined
          by a majority of the Continuing Directors in good faith.

               (viii)  The term "Highest Stock Purchase Price" with respect to
          shares of a particular class, or series of a class if there are more
          than one series in a class, shall mean the greatest of the
          following:

                    (A)  the highest amount of consideration paid by a Related
               Person for a share of such class or series of capital stock of
               the Corporation (including any brokerage commissions, transfer
               taxes and soliciting dealers' fees) in the transaction which
               resulted in such Related Person becoming a Related Person or
               within two years prior to the first public announcement of the
               Business Transaction (the "Announcement Date"), whichever is
               higher; provided, however, that the Highest Stock Purchase
               Price calculated under this subsection (A) shall be
               appropriately adjusted to reflect the occurrence of any
               reclassification, recapitalization, stock-split, reverse
               stock-split or other similar corporate readjustment in the
               number or kind of outstanding shares of capital stock of the
               Corporation between the last date upon which such Related
               Person paid the Highest Stock Purchase Price up to the
               effective date of the merger, share exchange or consolidation
               or the date of distribution to shareholders of the Corporation
               of the proceeds from the sale of substantially all of the
               assets of the Corporation referred to in subparagraph (i) of
               Section (a)(ii) of this Article Eleven;

                    (B)  the Fair Market Value per share of ^such classes^ or
               series of stock of the Corporation on the Announcement Date;

                    (C)  the Fair Market Value per share of ^such classes^ or
               series of stock of the Corporation on the date that the Related
               Person becomes a Related Person;

                    (D)  if applicable, the Fair Market Value per share
               determined pursuant to subsection (b)(viii)(B) or (C) of this
               Article ELEVEN, whichever is higher, multiplied by the ratio of
               (i) the highest price per share (including any brokerage
               commissions, transfer taxes or soliciting dealers' fees and
               adjusted for any subsequent stock dividends, splits,
               combinations, recapitalizations, reclassifications or other
               such reorganizations) paid to acquire any shares of such ^
               classes^ or series Beneficially Owned by the Related Person
               within the two years prior to the Announcement Date, to (ii)
               the Fair Market Value per share (adjusted for any subsequent
               stock dividends,

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<PAGE>

               splits, combinations, recapitalizations, reclassifications or
               other such reorganizations) of shares of such ^classes^ or
               series on the first day in the two-year period ending on the
               Announcement Date on which such shares Beneficially Owned by
               the Related Person were acquired; or

                    (E)  the amount per share of any preferential payment to
               which holders of shares of such ^classes^ or series are
               entitled in the event of a liquidation, dissolution or winding
               up of the Corporation.

          (ix)  ^The phrase "property, securities or other consideration to be
     received", for the purpose of subparagraph (i) of Section (a)(ii) of this
     Article ELEVEN and in the event of a merger in which the corporation is
     the surviving corporation, shall include, without limitation, common
     stock of the Corporation retained by its shareholders (other than such
     Related Person).

          (x)  The term "Related Person" shall mean and include (A) any
     individual, corporation, partnership, group, association or other person
     or entity which, together with its Affiliates and Associates, is the
     Beneficial Owner of not less than ten percent (10%) of the voting power
     of the issued and outstanding capital stock of the Corporation entitled
     to vote or was the Beneficial Owner of not less than ten percent (10%) of
     the voting power of the issued and outstanding capital stock of the
     Corporation entitled to vote (x) at the time the definitive agreement
     providing for the Business Transaction (including any amendment thereof)
     was entered into, (y) at the time resolution approving the Business
     Transaction was adopted by the Board of Directors of the Corporation, or
     (z) as of the record date for the determination of shareholders entitled
     to notice of and to vote on or consent to the Business Transaction, and
     (B) any Affiliate or Associate of any such individual, corporation,
     partnership, group, association or other person or entity; provided,
     however, and notwithstanding any thing in the foregoing to the contrary,
     that the term "Related Person" shall not include the Corporation, a more
     than 90% owned subsidiary of the Corporation, any employee stock
     ownership or other employee benefit plan of either the Corporation or any
     more than 90% owned subsidiary of the Corporation, or any trustee of or
     fiduciary with respect to any such plan when acting in such capacity.

          (xi)  The term "Substantial Part" shall mean more than twenty percent
     (20%) of the total assets of the entity in question, as reflected on the
     most recent consolidated balance sheet of such entity existing at the
     time the shareholders of the Corporation would be required to approve or
     authorize the Business Transaction involving the assets constituting any
     such Substantial Part.

          (xii)  The term "Voting Stock" shall mean all outstanding shares of
     capital stock of the Corporation whose holders are present at a meeting
     of shareholders, in person or by proxy, and which entitle their holders
     to vote generally in the election of directors, and considered for the
     purpose of this Article ELEVEN as one class.

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<PAGE>

          (c) For the purpose of this Article ELEVEN, so long as Continuing
Directors constitute at least two-thirds (2/3) of the entire Board of
Directors of the Corporation, the Board of Directors shall have the power to
make a good faith determination, on the basis of information known to them, of
(i) the number of shares of Voting Stock of which any person is the Beneficial
Owner, (ii) whether a person is a Related Person or is an Affiliate or
Associate of another, (iii) whether a person has an agreement, arrangement or
understanding with another as to the matters referred to in the definition of
Beneficial Owner herein, (iv) whether the assets subject to any Business
Transaction constitute a Substantial Part, (v) whether any Business
Transaction is with a Related Person or is one in which a Related Person has
an interest (other than only a proportionate interest as a shareholder of the
corporation), (vi) whether a Related Person has, directly or indirectly,
received the benefits or caused any of the changes referred to in subparagraph
(iv) of clause (ii) of Section (a) of this Article ELEVEN, (vii) the fair
market value of any consideration to be received in a Business Transaction and
(viii) such other matters with respect to which a determination is required
under this Article ELEVEN; and such determination by the Board of Directors
shall be conclusive and binding for all purposes of this Article ELEVEN.

          (d) Nothing contained in this Article ELEVEN shall be construed to
relieve any Related Person of any fiduciary obligation imposed by law.

          (e) The fact that any Business Transaction complies with the
provisions of Section (a) of this Article ELEVEN shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board of
Directors, or any member thereof, to approve such Business Transaction or
recommend its adoption or approval to the shareholders of the corporation.

          (f) Notwithstanding any other provisions of these Second Amended and
Restated Articles of Incorporation or the Bylaws of the corporation (and
notwithstanding that a lesser percentage may be permitted by law), the
provisions of this Article ELEVEN may not be repealed or amended, directly or
indirectly in any respect, unless such action is approved by the affirmative
vote of the holders of not less than seventy percent (70%) of the voting power
of the Corporation's Voting Stock.


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