SUPPLEMENT NO. 2

                                     TO THE

                                   INDENTURE,

                         DATED AS OF FEBRUARY 17, 1995,

                                     BETWEEN

                         MCI COMMUNICATIONS CORPORATION

                                       AND

                             CITIBANK, N.A., TRUSTEE

                                       FOR

                             SENIOR DEBT SECURITIES


     THIS SUPPLEMENT NO. 2, dated as of March 12, 1998  ("Supplement No. 2"), to
the Indenture,  dated as of February 17, 1995, as supplemented by Supplement No.
1  (the  "Indenture")  between  MCI  Communications   Corporation,   a  Delaware
corporation  (hereinafter  called  the  "Company"),   with  an  office  at  1801
Pennsylvania  Avenue,  N.W.,  Washington,  D.C.  20006,  and  CITIBANK,  N.A., a
national banking  association  duly  incorporated and existing under the laws of
the United States, as Trustee under the Indenture.

     WHEREAS,  pursuant to Section 1101(6) of the Indenture, the Company desires
to amend certain provisions contained in the Indenture, but only with respect to
Debt  Securities  initially  issued  under the  Indenture  on and after the date
hereof;

     NOW,  THEREFORE,  in consideration of the mutual covenants and promises set
forth herein and other good and valuable consideration, the adequacy and receipt
of which is hereby  acknowledged,  the parties  agree to amend the  Indenture as
follows,  but only with respect to Debt  Securities  initially  issued under the
Indenture on and after the date hereof:

1. In Article 5, delete Section 501(7) in its entirety.

2. In Article 12, delete Section 1209 in its entirety.

3.   This  Supplement  No. 2 shall be effective as of the date hereof,  but only
     with respect to Debt Securities initially issued under the Indenture on and
     after the date  hereof  and shall have no effect  with  respect to any Debt
     Securities initially issued under the Indenture prior to the date hereof.

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4.   Capitalized terms not otherwise defined in this Supplement No. 2 shall have
     the meanings  provided for in the Indenture.  This  Supplement No. 2 may be
     executed in  counterparts,  each of which together will  constitute one and
     the same  instrument.

5.   This  Supplement  No. 2 shall be  deemed  to be a  contract  made and to be
     performed  entirely in the State of New York, and for all purposes shall be
     governed by and construed in accordance with the laws of said State without
     regard to the conflicts of law rules of said State.

6.   Except as modified herein with respect to Debt Securities  initially issued
     under  the  Indenture  on and after the date  hereof,  all other  terms and
     conditions of the Indenture remain unchanged.




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplement No. 2 to
the Indenture to be executed as of the date first written above.

                                        MCI COMMUNICATIONS CORPORATION


                                    BY:  /s/Jonelle St. John
                                         --------------------------
                                    NAME:     Jonelle St. John
[CORPORATE SEAL]                    TITLE:    Vice President and Treasurer


Attest:


BY:  /s/ C. Bolton-Smith, Jr.
    --------------------------
NAME: C. Bolton-Smith, Jr.
TITLE: Secretary


                                  CITIBANK, N.A., as Trustee

                              BY:   /s/ Carol Ng
                                  -------------------------
                              NAME:   Carol Ng
[CORPORATE SEAL]              TITLE:  Vice President


Attest:


BY:           /s/ Wafaa Oafy
             -----------------
NAME:            Wafaa Oafy
TITLE:        Senior Trust Officer



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