Exhibit 10 (l)

                              AMENDMENT NO.1 TO THE
                         MCI COMMUNICATIONS CORPORATION
                                STOCK OPTION PLAN



     Effective January 1, 1995, the MCI Communications  Corporation Stock Option
Plan is hereby amended in the following respects:

 1.  The following language is added to the end of Section 1.6(c):

     Notwithstanding the foregoing,  the term "fair market value" shall mean for
purposes of determining the key employee's tax obligation,  the gross sale price
of Common Stock obtained by the key employee upon the exercise of a nonqualified
stock option if the key employee's  date of sale is the same day as the Tax Date
and all shares of Common  Stock on such Tax Date are sold.  If such key employee
does not sell all the shares of Common  Stock  exercised,  the fair market value
for purposes of determining the key employee's tax obligation  shall be the sale
price  obtained  by the key  employee  for  those  shares  he or she  does  sell
multiplied  by the total  number of  options  exercised.  The  Company  shall be
entitled to verify such key employee's sale price by whatever method the Company
deems advisable, appropriate or administratively convenient.

 2.  Section  3.4  is hereby amended in its entirety to read as follows:

      3.4   Withholding Taxes

     Whenever  under the Plan shares of Common  Stock are to be  transferred  or
payment  is to be made to a key  employee,  the  Company  shall be  entitled  to
require as a condition  of transfer or payment  that the key  employee  remit an
amount  sufficient in the Company's  opinion,  to satisfy all FICA,  federal and
other  withholding  tax  requirements  related  thereto.  The  Company  shall be
entitled to deduct such amount from any cash  payment.  If the key  employee has
used cash as payment of the purchase  price,  the key employee  must satisfy the
foregoing  condition by making a cash payment to the Company equal to the tax to
be  withheld.  If the key employee has used shares of Common Stock as payment of
the purchase price for the shares being purchased, the key employee must satisfy
the foregoing condition by having the Company withhold shares with a value equal
to the amount of tax to be  withheld.  Such shares shall be valued at their fair
market value on the date as of which the amount of tax to be withheld is

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determined (the "Tax Date"), except that shares received pursuant to Section 2.9
shall be valued as set forth therein.  Fractional share amounts shall be settled
in cash. A key employee  whose  transactions  in the Common Stock of the Company
are  subject  to  Section  16(b)  of  the  Act,  shall  to the  extent  required
thereunder, (i) be irrevocable, (ii) be made no sooner than six months after the
grant of the award with  respect to which the election is made (except that this
limitation will not apply in the event of the key employee's  disability  during
such six-month  period),  and (iii) be made at least six months prior to the Tax
Date, or be made prior to the Tax Date in a "window  period." If the Tax Date of
such a key employee making such an election is deferred for six months after the
date of exercise of the award,  the full number of shares for which the exercise
is made shall be delivered to him or her, but he or she shall be unconditionally
obligated to surrender to the Company the number of shares  necessary to satisfy
the income tax withholding obligation on the Tax Date.

     IN  WITNESS  WHEREOF,   the  board  of  directors  of  MCI   Communications
Corporation has caused this instrument to be executed,  as of the effective date
hereof.
                                            MCI COMMUNICATIONS CORPORATION



                                       By: /s/ Bert C. Roberts, Jr.
                                           --------------------------
                                              Bert C. Roberts, Jr.
                                              Chairman


ATTEST:



/s/ C. Bolton-Smith, Jr.
-------------------------
C. Bolton-Smith, Jr.
Secretary