UNITED STATES 
        SECURITIES AND EXCHANGE  COMMISSION  
             Washington,  D.C. 20549
                   FORM 10-Q 
                   (Mark One)


[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 

    For the  quarterly  period  ended March 31,  1998

                            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  Number  0-6547  

                   MCI COMMUNICATIONS  CORPORATION  

(Exact  name  of  registrant  as  specified  in its charter) 

Delaware                               52-0886267  
(State or other  jurisdiction  of     (IRS  Employer
 incorporation or organization)         Identification  No.)

1801  Pennsylvania  Avenue, N.W., Washington, D.C. 20006 
(Address of principal executive offices)       (Zip Code)

Registrant's  telephone  number,  including area code (202) 872-1600 

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 such  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

As of March 31, 1998, the registrant had outstanding 135,998,932 shares of Class
A common stock and 588,383,449 shares of common stock.

 <PAGE> PAGE: 3 MCI COMMUNICATIONS  CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended March 31, 1998

INDEX
 <TABLE>
<CAPTION>
<S>                                                                                                                      <C>
                                                                                                                          Page No.

                                                                                                                                  
                                                                                                                           --------

PART I:  FINANCIAL INFORMATION

        ITEM 1:  FINANCIAL STATEMENTS

            Income Statements for the three months ended
            March 31, 1998 and 1997                                                                                                3

            Balance Sheets as of March 31, 1998 and December 31, 1997                                                            4-5

            Statements of Cash Flows for the three months ended
            March 31, 1998 and 1997                                                                                                6

            Statement of Stockholders' Equity for the three months
            ended March 31, 1998                                                                                                   7

            Notes to Interim Condensed Consolidated Financial
            Statements                                                                                                          8-13

        ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                                                 14-20

        ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                       21

PART II:  OTHER INFORMATION

        ITEM 4:  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                                                                22
        ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K                                                                                 23


SIGNATURE                                                                                                                         24

EXHIBIT INDEX                                                                                                                     25
</TABLE>


<PAGE>



PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                      MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                                     INCOME STATEMENTS
                                          (In millions, except per share amounts)

                                                                                                 Three Months Ended
                                                                                                      March 31,
                                                                                               ----------------------
                                                                                             1998                      1997
<S>                                                                                        <C>                      <C>           
REVENUE                                                                                    $5,288                    $4,883
                                                                                           ------                    ------
OPERATING EXPENSES
  Cost of services                                                                          2,883                     2,525
  Sales, operations and general                                                             1,504                     1,319
  Depreciation                                                                                690                       453
                                                                                           ------                    ------
TOTAL OPERATING EXPENSES                                                                    5,077                     4,297
                                                                                           ------                    ------
INCOME FROM OPERATIONS                                                                        211                       586

Interest expense                                                                              (52)                      (58)
Interest income                                                                                 4                         6
Equity in income (losses) of
  affiliated companies                                                                        (24)                      (37)
Other income (expense), net                                                                    39                        (3)
                                                                                           ------                    ------
INCOME BEFORE INCOME TAXES and
TRUST DISTRIBUTIONS                                                                           178                       494

Income tax provision                                                                           62                       184

Distributions on subsidiary Trust mandatorily
   redeemable preferred securities                                                             15                        15
                                                                                           ------                    ------
NET INCOME                                                                                 $  101                    $  295
                                                                                           ======                    ======
BASIC EARNINGS PER COMMON SHARE                                                            $  .14                    $  .43
DILUTED EARNINGS PER COMMON SHARE                                                          $  .14                    $  .42

Weighted average number of common shares                                                      715                       685
Weighted average number of common shares
  assuming dilution                                                                           732                       701

See accompanying Notes to Interim Condensed Consolidated Financial Statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                                      MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                                      BALANCE SHEETS
                                                       (In millions)

                                                                                                 March 31,             December 31,
                                                                                                   1998                      1997
ASSETS
<S>                                                                                                <C>                       <C>
CURRENT ASSETS
  Cash and cash equivalents                                                                        $   208                   $   261
  Receivables, net of allowance for
    uncollectibles of $399 and $372 million                                                          3,872                     3,576
  Other assets                                                                                       1,048                     1,423
                                                                                                   -------                   -------
   TOTAL CURRENT ASSETS                                                                              5,128                     5,260
                                                                                                   -------                   -------

PROPERTY AND EQUIPMENT, net                                                                         13,944                    13,868

OTHER ASSETS
Investment in affiliates                                                                               649                       653
Investment in DBS                                                                                    1,052                     1,043
Investment in News Corp.                                                                             1,350                     1,350
Other assets and deferred charges, net                                                               1,015                       991
Goodwill, net                                                                                        2,327                     2,345
                                                                                                   -------                   -------
   TOTAL OTHER ASSETS                                                                                6,393                     6,382
                                                                                                   -------                   -------
   TOTAL ASSETS                                                                                    $25,465                   $25,510
                                                                                                   =======                   =======









See accompanying Notes to Interim Condensed Consolidated Financial Statements.


<PAGE>




                                      MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                                      BALANCE SHEETS
                                                       (In millions)
                                                                                               March 31,                December 31,
                                                                                                 1998                         1997
                                                                                              -----------                -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                                                  $1,270                    $1,321
  Accrued telecommunications expense                                                                 2,496                     2,416
  Other accrued liabilities                                                                          2,364                     2,248
  Long-term debt due within one year                                                                 1,107                     2,111
                                                                                                   -------                   -------
   TOTAL CURRENT LIABILITIES                                                                         7,237                     8,096
                                                                                                   -------                   -------
NONCURRENT LIABILITIES
  Long-term debt                                                                                     3,615                     3,276
  Deferred taxes and other                                                                           2,101                     2,077
                                                                                                   -------                   -------
   TOTAL NONCURRENT LIABILITIES                                                                      5,716                     5,353
                                                                                                   -------                   -------
COMMITMENTS AND CONTINGENT LIABILITIES

COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED
   SECURITIES OF SUBSIDIARY TRUST HOLDING SOLELY
   JUNIOR SUBORDINATED DEFERRABLE INTEREST
   DEBENTURES OF THE COMPANY                                                                           750                       750

STOCKHOLDERS' EQUITY
  Class A common stock, $.10 par value,
    authorized 500 million shares, issued
    136 million shares                                                                                  14                        14
  Common stock, $.10 par value, authorized
    2 billion shares, issued
    593 million shares                                                                                  60                        60
  Additional paid in capital                                                                         6,350                     6,343
  Retained earnings                                                                                  5,446                     5,345
  Accumulated other comprehensive income                                                                 -                        19
  Treasury stock, at cost,
    5 and 22 million shares                                                                           (108)                    (470)
                                                                                                   -------                   -------
   TOTAL STOCKHOLDERS' EQUITY                                                                       11,762                    11,311
                                                                                                   -------                   -------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                      $25,465                   $25,510
                                                                                                   =======                   =======



See accompanying Notes to Interim Condensed Consolidated Financial Statements.


<PAGE>



                                      MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                                 STATEMENTS OF CASH FLOWS
                                                       (In millions)

                                                                                                          Three Months Ended
                                                                                                               March 31,
                                                                                                       -------------------------
                                                                                                      1998                      1997
                                                                                                    ------                    ------
OPERATING ACTIVITIES
  Receipts from customers                                                                           $5,018                   $4,570
  Payments to suppliers and employees                                                               (4,190)                  (3,918)
  Taxes paid                                                                                           (72)                     (99)
  Interest paid                                                                                        (91)                     (95)
  Interest received                                                                                      5                        6
                                                                                                    ------                    ------
       CASH FROM OPERATING ACTIVITIES                                                                  670                      464
                                                                                                    ------                    ------
INVESTING ACTIVITIES
  Capital expenditures for property and equipment                                                     (712)                    (740)
  Proceeds from sales and maturities of marketable securities, net                                       -                      176
  Investment in Direct Broadcast Satellite                                                             (22)                     (69)
  Investment in affiliates                                                                             (24)                     (17)
  Other, net                                                                                           358                       15
                                                                                                    ------                    ------
       CASH USED FOR INVESTING ACTIVITIES                                                             (400)                    (635)
                                                                                                    ------                    ------
       NET CASH FLOW BEFORE FINANCING ACTIVITIES                                                       270                     (171)
                                                                                                    ------                    ------
FINANCING ACTIVITIES
  Payment of Senior Notes and other debt                                                              (100)                    (113)
  Commercial paper and bank credit facility activity, net                                             (570)                     271
  Issuance of common stock for employee plans                                                          362                      133
  Purchase of treasury stock                                                                             -                      (93)
  Distributions paid on Trust mandatorily redeemable
   preferred securities                                                                                (15)                     (15)
                                                                                                    ------                    ------
       CASH FROM (USED FOR) FINANCING ACTIVITIES                                                      (323)                     183
                                                                                                    ------                    ------
Net (decrease) increase in cash and cash equivalents                                                   (53)                      12
Cash and cash equivalents - beginning balance                                                          261                      187
                                                                                                    ------                    ------
Cash and cash equivalents - ending balance                                                          $  208                   $  199
                                                                                                    ======                    ======
Reconciliation of net income to cash from operating activities
Net income                                                                                          $  101                   $  295
Adjustments to net income:
  Depreciation and amortization                                                                        703                      467
  Equity in (income) losses of affiliated companies                                                     24                       37
  Deferred income tax provision                                                                         31                      114
Net change in operating activity accounts other than cash and cash equivalent
  Receivables                                                                                         (296)                    (137)
  Operating accounts payable and accrued liabilities                                                    52                     (237)
  Other operating activity accounts                                                                     55                      (75)
                                                                                                    ------                    ------
Cash from operating activities                                                                      $  670                   $  464
                                                                                                    ======                    ======

    See accompanying Notes to Interim Condensed Consolidated Financial Statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                                        MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                               STATEMENT OF STOCKHOLDERS' EQUITY
                                                         (In millions)





                                                                                             Accumulated
                                 Class A                      Addit'l                              Other       Treasury
                                  Common       Common         Paid in       Retained       Comprehensive          Stock        Total
                                   Stock        Stock         Capital       Earnings              Income        at Cost       Equity
                                   -------------------------------------------------------------------------------------------------
<S>                                <C>            <C>          <C>            <C>                    <C>         <C>         <C>
Balance at
 December 31, 1997                 $14            $60          $6,343         $5,345                 $19         $(470)      $11,311

Common Stock issued  
 for employee stock   
 and benefit plans &
 other activity
 (17 million)                        -              -               7              -                   -            362          369

Comprehensive income
 Net income                          -              -               -            101                   -              -            -
 Change in Other
  Comprehensive income               -              -               -              -                 (19)             -            -
Total Other
  Comprehensive income               -              -               -              -                   -              -           82

Balance at
March 31, 1998                       $14          $60          $6,350         $5,446                $  -         $(108)      $11,762
                                     ===============================================================================================



</TABLE>






See accompanying Notes to Interim Condensed Consolidated Financial Statements.

<PAGE>

MCI  COMMUNICATIONS  CORPORATION  AND  SUBSIDIARIES  NOTES TO INTERIM  CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL

The accompanying  unaudited interim condensed  consolidated financial statements
have  been  prepared  in  accordance  with  the  rules  and  regulations  of the
Securities and Exchange  Commission  (SEC). The interim  condensed  consolidated
financial  statements  include the consolidated  accounts of MCI  Communications
Corporation and its majority-owned subsidiaries (collectively, the company) with
all  significant  intercompany   transactions  eliminated.  In  the  opinion  of
management,  all adjustments  (consisting only of normal recurring  adjustments)
necessary for a fair statement of the financial position,  results of operations
and cash flows for the interim periods presented have been made. The preparation
of the financial statements includes estimates that are used when accounting for
revenue, including long-term customer contracts and allowances for uncollectible
receivables,  investments,  telecommunications  expense,  depreciation including
asset write-downs and amortization,  reorganization  accruals,  employee benefit
plans and taxes.  Actual  results  could  differ from those  estimates.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted accounting principles (GAAP) have
been  condensed  or omitted  pursuant to such SEC rules and  regulations.  These
financial  statements  should be read in conjunction  with the company's  Annual
Report on Form 10-K for the year ended December 31, 1997.

NOTE 2. MCI WORLDCOM MERGER AGREEMENT

On November 9, 1997,  the company  entered into an Agreement  and Plan of Merger
(the MCI WorldCom Merger Agreement) with WorldCom,  Inc.  (WorldCom),  a Georgia
corporation, and TC Investments Corp. (Merger Sub), a Delaware corporation and a
wholly-owned  subsidiary  of WorldCom,  pursuant to which the company will merge
with and into  Merger  Sub (the  Merger).  As a result of the  Merger,  (a) each
outstanding  share of the  company's  common  stock,  par value  $.10 per share,
(other than shares owned by WorldCom or Merger Sub or held by the company)  will
be converted into the right to receive that number of shares of WorldCom  common
stock,  par value $.01 per share,  equal to the quotient  determined by dividing
$51.00 by the average of the high and low sale prices of WorldCom  common  stock
as reported on the Nasdaq National Market on each of the 20 consecutive  trading
days ending with the third trading day immediately  preceding the effective time
of the Merger (the Exchange  Ratio),  provided that the Exchange Ratio shall not
be less than 1.2439 or greater than 1.7586;  and (b) each  outstanding  share of
the company's  Class A common stock shall be converted into the right to receive
$51.00 in cash, without interest thereon. On March 11, 1998, the stockholders of
the company and shareholders of WorldCom approved the Merger. The Merger is also
subject to the receipt of required  regulatory  approvals,  which the  companies
expect to receive in the summer of 1998.  The Merger will be accounted  for as a
purchase  in  accordance  with GAAP.  

The  company  and  WorldCom  have  certain   interconnection  or  other  service
agreements  at  prevailing   market  rates  in  the  ordinary  course  of  their
businesses.  For the three months ended March 31, 1998,  the company  recognized
revenue of approximately $188 million for services provided by the company under
these  agreements.  In  addition,  cost of  services  during the same period for
services   provided  by  WorldCom  was  approximately  $16  million  under  such
agreements.
<PAGE>

NOTE 3.  COMPREHENSIVE INCOME

On January 1, 1998,  the  company  adopted  Statement  of  Financial  Accounting
Standards (SFAS) No. 130, "Reporting  Comprehensive Income". Total comprehensive
income is reported in the  statement  of  stockholders'  equity and includes net
income,  unrealized  gains and losses on  marketable  securities,  net of tax, a
reclassification  adjustment  associated  with  gains  and  losses  realized  on
marketable   securities  in  net  income,  net  of  tax,  and  foreign  currency
translation adjustments.

NOTE 4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  No.  131,
"Disclosure about Segments of an Enterprise and Related  Information," that will
be effective for the  company's  year ending  December 31, 1998.  The company is
currently  evaluating  the  effects  and  believes  that  the  adoption  of this
statement will not have a material impact on the financial statements taken as a
whole. In 1998, the American Institute of Certified Public  Accountants  (AICPA)
issued  Statement  of  Position  No.  (SOP) 98-1,  "Accounting  for the Costs of
Computer  Software  Developed  or  Obtained  for  Internal  Use,"  which will be
effective  for the  company's  year ending  December  31,  1999.  Management  is
currently  analyzing the impact of the adoption of the  statement,  which may be
material to the financial statements taken as a whole. The AICPA also issued SOP
No.  98-5,  "Reporting  on the  Costs of  Start-up  Activities,"  which  will be
effective  for the  company's  year ending  December  31,  1999.  The company is
currently evaluating the effects of this statement,  however management believes
its adoption will not have a material impact on the financial  statements  taken
as a whole.

NOTE 5.  1997 REORGANIZATION EFFORTS

In the second half of 1997, the company completed a comprehensive  review of its
product and service  offerings.  As a result of this review, the company decided
to exit and restructure several business customer contracts, consolidate certain
operating   centers  and   streamline  or   discontinue   certain   non-core  or
under-performing  IT operations and reorganize  certain  operations or eliminate
certain  product or service  offerings  within its core  business.  For the year
ended  December  31,  1997,  the company  recorded  $361 million in its costs of
services to reflect costs and provisions to exit,  restructure or settle several
business customer contracts and cease certain product and service offerings. The
company also  recorded  $282 million in sales,  operations  and general  expense
primarily for reorganization  efforts, which included approximately $103 million
of  severance   associated  with  a  workforce  alignment  and  $93  million  of
obligations and penalties  associated with lease, vendor and customer contracts.
The remainder  represented  other costs  associated with the company's  business
reorganization  and certain  legal costs.  

Through March 31, 1998, the company expended  approximately  $213 million of the
accrued  costs  related to the above items,  with the majority of the  remaining
$430 million to be expended during the remainder of 1998. The remaining accrual,
which is included  in other  accrued  liabilities  on the  accompanying  balance
sheet, was primarily comprised of severance,  lease obligations and customer and
vendor contract  termination and commitment costs and certain legal costs.  Cash
expenditures for these  obligations will continue to be funded through cash from
operations.  As  a  result  of  the  workforce  alignment  associated  with  its
reorganization  efforts,  the  company  expected  to  reduce  its  workforce  by
approximately 4,500 employees,  of whom approximately 3,200 had left the company
by March 31, 1998.  The remaining  employees are expected to leave by the end of
1998.

NOTE 6.  DIRECT BROADCAST SATELLITE (DBS) VENTURE

In May 1997,  the company and News Corp.  entered  into an  agreement  to form a
joint  venture  (DBS  Venture)  in which both  parties  would  contribute  their
respective  DBS assets and cash. In exchange,  the company would receive a 19.9%
interest in the new venture. In addition,  the parties agreed that the company's
funding  obligation  to the DBS Venture  would be limited to $440  million.  The
agreement  also  provided  that the parties  would seek a third party to acquire
their  combined  interests in this DBS business.  In June 1997,  the company and
News Corp. entered into an agreement with Primestar Partners,  L.P.  (Primestar)
for the sale and  transfer of the  company's  and News  Corp.'s DBS assets other
than two of the four DBS Venture satellites  (Primestar  Transaction).  In March
1998, the parties sold their interest in one of the remaining satellites and are
pursuing the  disposition of the other.  The Primestar  Transaction is part of a
larger  transaction  that  involves  the  consolidation  of  Primestar  and  TCI
Satellite  Entertainment,  Inc. into a newly formed entity (New  Primestar) that
was completed in April 1998.  Concurrent with the  consummation of the Primestar
Transaction  or upon the approval by the FCC of the transfer of the orbital slot
to the DBS Venture or another  third party,  the company will acquire  preferred
shares in a subsidiary  of News Corp.  for a face amount equal to the  company's
cost of obtaining the FCC license plus interest thereon.  Under the terms of the
Primestar  Transaction,  the  company  will  also  receive  from  New  Primestar
consideration in the form of cash and interest bearing  non-voting New Primestar
securities for its share of the DBS Venture assets transferred to New Primestar.
On May 12, 1998 the Department of Justice filed suit in the U.S.  District Court
for the District of Columbia  seeking to enjoin the  completion of the Primestar
Transaction.


<PAGE>



NOTE 7.  EARNINGS PER SHARE

Earnings per share (EPS) are  calculated  in  accordance  with SFAS No. 128. The
following is a  reconciliation  of the  numerators and the  denominators  of the
basic  and  diluted  per  share  computations  (in  millions,  except  per share
amounts):
<TABLE>
<CAPTION>


For the three months ended March 31,                                                                  1998             1997
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>               <C>  
Basic:

Net income                                                                                           $ 101            $ 295
                                                                                                     ======================

Weighted average common shares outstanding                                                             715              685
                                                                                                     ======================


Basic EPS                                                                                            $0.14            $0.43
                                                                                                     ======================


Diluted:

Net income                                                                                           $ 101            $ 295
                                                                                                     ======================

Weighted average common shares outstanding                                                             715              685
                                                                                                     ======================


Effect of dilutive securities:
 Shares of common stock issuable upon the
  assumed exercise of common stock
  equivalents                                                                                           57               73
 Shares of common stock assumed
  repurchased for treasury                                                                             (40)             (57)

Weighted average common shares outstanding
  assuming dilution                                                                                    732              701
                                                                                                     ======================


Diluted EPS                                                                                          $0.14            $0.42
                                                                                                     ======================
</TABLE>


NOTE 8. CONTINGENCIES

The  company,  in the  normal  course  of  business,  is a party to a number  of
lawsuits and  regulatory  and other  proceedings  and has included  accrued loss
contingencies  in other accrued  liabilities  for certain of these matters.  The
company does not expect that the results in these lawsuits and proceedings  will
have a  material  adverse  effect  on the  consolidated  financial  position  or
operations of the company.

On November 4, 1996, and thereafter, and on August 25, 1997, and thereafter, the
company  and all of its  directors,  including  the two  directors  who are also
executive  officers of the company  and the three  directors  elected by British
Telecommunications  plc  (BT),  were  named  as  defendants  in a  total  of  15
complaints filed in the Court of Chancery in the State of Delaware. BT was named
as a defendant in 13 of the  complaints.  The complaints were brought by alleged
stockholders  of the company,  individually  and purportedly as class actions on
behalf of all other  stockholders  of the company.  In general,  the  complaints
allege that the company's  directors breached their fiduciary duty in connection
with the MCI BT Merger  Agreement,  that BT aided and abetted those  breaches of
duty, that BT owes fiduciary duties to the other stockholders of the company and
that it breached  those duties in connection  with the MCI BT Merger  Agreement.
The complaints seek damages and injunctive and other relief.

On or about October 8, 1997, all of the company's  directors,  including the two
directors who are also executive officers of the company and the three directors
elected by BT,  were named as  defendants  in a purported  derivative  complaint
filed in the  Court  of  Chancery  in the  State of  Delaware.  BT and  Tadworth
Corporation  were  also  named as  defendants,  and the  company  was named as a
nominal  defendant.  The plaintiff,  derivatively  and on behalf of the company,
alleges  breach of  fiduciary  duty by the  company's  directors  and aiding and
abetting  those  breaches  of duty by BT in  connection  with the MCI BT  Merger
Agreement and WorldCom's  exchange offer. The complaint seeks injunctive relief,
damages and other relief.

One of the  purported  shareholder  class actions  pending in Delaware  Chancery
Court has been amended and plaintiffs in four of the other purported shareholder
class  actions have moved to amend their  complaints to name WorldCom and Merger
Sub, as  additional  defendants.  They  generally  allege  that the  defendants
breached their fiduciary duty to shareholders in connection with the Merger, the
agreement to pay a termination fee to WorldCom,  and alleged  discrimination  in
favor of BT in connection with the Merger.  They seek,  inter alia,  damages and
injunctive relief  prohibiting the consummation of the Merger and the payment of
the inducement fee to BT.

Three  complaints  have been filed in the federal  district court in Washington,
D.C., as class  actions on behalf of  purchasers of the company's  shares during
three different periods from; August 14, 1997 through August 22, 1997; August 14
through August 20, 1997 and July 10 through July 22, 1997. The three  complaints
allege  that the company and certain of its  officers  and  directors  failed to
disclose material information about the company,  including that the company was
renegotiating  the terms of the MCI BT Merger  Agreement dated November 3, 1996.
The complaints seek damages and other relief.

On May 7, 1998, GTE Corporation and three of its subsidiaries  filed suit in the
U.S.  District  Court for the  District  of  Columbia  against  the  company and
WorldCom.  The complaint alleges that the pending merger between the company and
WorldCom would have the effect of substantially lessening competition or tending
to create a monopoly,  and thereby  violate  section 7 of the Clayton Act,  with
respect to the markets for Internet backbone services,  facilities to extend the
reach of the Internet backbone, wholesale and retail long-distance services, and
international   calling  services.   The  complaint  requests   declaratory  and
injunctive relief.

The  company  believes  that all of the  complaints  are  without  merit and the
company  presently  does not expect that the above  actions will have a material
adverse effect on the consolidated  financial  position or results of operations
of the company.


<PAGE>



NOTE 9.  SUBSEQUENT EVENTS

On April 22, 1998, the company issued $500 million aggregate principal amount of
6.50%  Senior  Notes due April 15,  2010 and $700  million  aggregate  principal
amount of 6.125% Callable/Redeemable Notes due April 15, 2012. The proceeds from
the issuance will be used for general corporate purposes including the repayment
of short-term borrowings under the company's commercial paper program.

On April 28, 1998, the company extended its $4 billion  revolving line of credit
loan  agreement  with  several  financial  institutions.  Borrowings  under this
agreement  mature on the earlier of April 26, 1999 or on the closing date of the
Merger.


<PAGE>


         MCI  COMMUNICATIONS  CORPORATION AND  SUBSIDIARIES 
       
PART I.
ITEM 2.  MANAGEMENT'S  DISCUSSION  ANDANALYSIS  OF  FINANCIAL  CONDITION 
                         AND  RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 



GENERAL
-------
The following  discussion  and analysis  provides  information  that  management
believes is relevant to an  assessment  and  understanding  of the  consolidated
results of operations and financial condition of MCI Communications  Corporation
and its subsidiaries (collectively,  the company). The discussion should be read
in conjunction with the interim condensed  consolidated financial statements and
notes  thereto and the  company's  Annual Report on Form 10-K for the year ended
December 31, 1997.

MERGER AGREEMENT WITH WORLDCOM, INC.
------------------------------------
On November 9, 1997,  the company  entered into an Agreement  and Plan of Merger
(the MCI WorldCom Merger Agreement) with WorldCom,  Inc.  (WorldCom),  a Georgia
corporation, and TC Investments Corp. (Merger Sub), a Delaware corporation and a
wholly-owned  subsidiary  of WorldCom,  pursuant to which the company will merge
with and into  Merger  Sub (the  Merger).  As a result of the  Merger,  (a) each
outstanding  share of the  company's  common  stock,  par value  $.10 per share,
(other than shares owned by WorldCom or Merger Sub or held by the company)  will
be converted into the right to receive that number of shares of WorldCom  common
stock,  par value $.01 per share,  equal to the quotient  determined by dividing
$51.00 by the average of the high and low sale prices of WorldCom  common  stock
as reported on the Nasdaq National Market on each of the 20 consecutive  trading
days ending with the third trading day immediately  preceding the effective time
of the Merger (the Exchange  Ratio),  provided that the Exchange Ratio shall not
be less than 1.2439 or greater than 1.7586;  and (b) each  outstanding  share of
the company's  Class A common stock shall be converted into the right to receive
$51.00 in cash, without interest thereon.



Forward-looking Statements May Prove Inaccurate
The  company  has  made  certain  forward-looking   statements  in  Management's
Discussion   and  Analysis   that  are  subject  to  risks  and   uncertainties.
Forward-looking  statements include  information  concerning the possible future
results of operations of the company,  its communication  services,  information
technology and other services,  the possible future results of operations of the
company and MCI WorldCom after the Merger and statements  preceded by,  followed
by, or that  include  the words  believes,  expects,  anticipates,  intends,  or
similar expressions.  For those statements, the company claims the protection of
the  safe-harbor  for  forward-looking   statements  contained  in  the  Private
Securities  Litigation  Reform  Act of 1995.  The reader is  cautioned  that the
following  important  factors,  among  others,  in addition  to those  contained
elsewhere in Management's  Discussion and Analysis,  could adversely  affect the
future  results  of  the  company,  its  communication   services,   information
technology  and other services and the company and MCI WorldCom after the Merger
and could cause  those  results to differ  materially  from the  statements  and
information  expressed  in  the  forward-looking  statements:  material  adverse
changes in the economic  conditions in the markets served by the company and MCI
WorldCom;  a  significant  delay in the expected  closing of the Merger;  future
regulatory  actions and conditions in the company's  operating areas,  including
the ability of the company to  implement  its local  strategy  and obtain  local
facilities at competitive rates and resulting  changes in the  implementation of
its local strategy; and the ability to pass on additional charges imposed by the
Federal Communications Commission (FCC); competition from others in the U.S. and
international  long-distance  markets,  including the entry of the regional Bell
operating companies (RBOCs) and other companies in the long-distance  markets in
the U.S.; the cost of the company's year 2000 compliance efforts; and the effect
of future technological changes on its business.

<PAGE>

On March 11, 1998, the  stockholders of the company and shareholders of WorldCom
approved  the  Merger.  The Merger is also  subject to the  receipt of  required
regulatory approvals which the company expects to receive in the summer of 1998.
The Merger will be  accounted  for as a purchase in  accordance  with  generally
accepted accounting principles. The company believes that the Merger will create
a fully integrated global communications company that will be well positioned to
take advantage of growth opportunities in the global  telecommunications  market
by   providing  a  complete   range  of  local,   long-distance,   Internet  and
international communications services.

TELECOMMUNICATIONS REGULATORY ENVIRONMENT
-----------------------------------------

In 1998, the company began incurring  per-line charges  resulting from the FCC's
Access Reform Order and certain new universal  service support  obligation costs
resulting from the FCC's Universal Service Order.  Under the Access Reform Order
adopted by the FCC in May 1997,  interstate  access charges were restructured to
shift more costs  directly to end users.  The Access  Reform  Order also reduced
per-minute charges long-distance  carriers pay and created new flat-rate charges
to long distance  carriers based on the number of  pre-subscribed  customers the
carrier has and subscriber  lines held by the  customers.  In 1997, the FCC also
adopted the Universal  Service Order which created new universal service support
obligations for telecommunications  services for schools and libraries and rural
health care  facilities.  Despite  rate  reductions  associated  with the Access
Reform  Order  that  went  into  effect  January  1,  1998,  cost  of  providing
telecommunications  services in the first quarter of 1998  increased  versus the
first quarter 1997.

In 1998,  the company also  recalibrated  and will continue to  recalibrate  its
rates to  ensure it is  collecting  amounts  necessary  to pay  incumbent  local
exchange company (ILEC) per-minute and per-line access charges and the universal
service obligations imposed directly on the company. During the first quarter of
1998, the company experienced collection  difficulties on such charges that lead
to an increase in its allowance  for doubtful  accounts.  Certain  provisions of
access reform,  price cap, and universal  service orders are now under review by
various  U.S.  Courts of  Appeals.  In  addition,  the  company  has renewed its
requests  that the FCC itself  revisit  access  reform and  mandate  that access
charges decrease to cost.

CONSOLIDATED RESULTS OF OPERATIONS
----------------------------------

The company operates predominantly in the communications services industry which
includes a broad range of long-distance,  local and wireless  telecommunications
services.  Long-distance telecommunications services comprise a wide spectrum of
domestic and  international  voice and data  services,  including  long-distance
telephone,  electronic  messaging,  teleconferencing and data communications and
Internet  services.  The  company  also  provides  information  technology  (IT)
services which includes equipment deployment, consulting and systems integration
and outsourcing  services.  The following  discusses the company's  consolidated
results  of  operations  for the three  months  ended  March 31,  1998 and 1997,
respectively.

REVENUE
For the three  months ended March 31, 1998,  revenue  increased  $405 million or
8.3% to $5,288  million over the three months ended March 31, 1997.  During this
period,  communications services revenue, which includes voice, messaging,  data
and Internet, grew 8.4% compared to traffic growth of 13.8%. The variance in the
growth of revenue  versus  traffic of (5.4%)  reflects  the net impact of access
cost reduction flow-through,  growth in IntraLata services, the launch of 5-Cent
SundaysSM  in the later half of 1997,  and ongoing  levels of  industry  pricing
competition.  IT services revenue  increased 19.2% to $485 million for the three
months ended March 31, 1998 from the three  months  ended March 31,  1997,  as a
result of growth in the systems integration and outsourcing business.

The following provides a supplemental breakout of communications services and IT
services revenue:
<TABLE>
<CAPTION>

                                                                                                          Percentage
March 31,                                                     1998                       1997                  Change
---------------------------------------------------------------------------------------------------------------------
(In millions)
<S>                                                        <C>                        <C>                      <C>   
Voice & Messaging                                          $ 3,895                    $ 3,713                    4.9%
Data & Internet                                                943                        752                   25.4%
Information Technology                                         485                        407                   19.2%
Eliminations & Other                                           (35)                        11                     NM
                                                            -------                    ------                 ------

Total Revenue                                              $ 5,288                    $ 4,883                    8.3%
                                                           =======                    =======                  ======
</TABLE>

NM =  Not meaningful


Voice and  messaging  services  include  traditional  switched  services such as
domestic and international inbound and outbound services and local, call centers
and wireless services.  Voice and messaging revenue increased by $182 million or
4.9% for the three  months  ended March 31,  1998,  compared to the three months
ended  March  31,  1997 due to  revenue  growth in the mass  markets,  and local
services  expansion  partially  offset  by  the  continued  de-emphasis  of  the
wholesale  carrier customer sales channel.  In the mass markets,  year over year
revenue and volume growth resulted  primarily from  improvement in transactional
brands  including  10-321(R)  and  1-800-COLLECT(R)  and a  reduction  in  churn
primarily due to the launch of 5-Cent SundaysSM.  Year-over-year, local services
revenue  increased by 87%  primarily as a result of the  expansion of facilities
based,  switched services to 10 additional  markets for a total of 31 markets as
of March 31, 1998.

Data and Internet services include all domestic and international  private line,
virtual data,  managed services and Internet access services.  Data and Internet
revenue  increased by $191 million or 25.4% for the three months ended March 31,
1998,  compared to the three  months  ended  March 31,  1997,  primarily  due to
increased demand for such services.  For this period,  data revenue increased by
$155 million or 22% to $860 million primarily as the result of growth in virtual
data,  private line and managed services.  Internet revenue for the three months
ended March 31,  1998,  increased  by $36 million or 77% to $83 million from the
three months ended March 31, 1997.

IT  services,  which  consists  solely  of the  operations  of MCI  Systemhouse,
includes   equipment   deployment,   consulting  and  systems   integration  and
outsourcing  services.  IT revenue increased 19.2% to $485 million for the three
months  ended March 31, 1998  compared to the three months ended March 31, 1997,
primarily  as the result of  increases in systems  integration  and  outsourcing
business predominately driven by contract wins in late 1997.

COST OF SERVICES
Cost of  services  consists  of  telecommunications  expense  and costs of other
products and  services.  Telecommunications  expense is  primarily  comprised of
access  fees  paid  to  local  exchange  carriers  and  other  domestic  service
providers,  and  payments  made to foreign  telephone  companies  (international
settlements)  to complete  calls made to foreign  countries from the U.S. by the
company's customers.  Cost of services for the three months ended March 31, 1998
increased  $358 million or 14% in comparison to the three months ended March 31,
1997.  Cost of services as a  percentage  of revenue was 54.5% and 51.7% for the
three  months  ended  March 31,  1998 and 1997,  respectively.  The  expense and
percentage  of  revenue   increases  in  1998  were   primarily  the  result  of
consolidated  revenue growth and increases in direct  operating  expenses in the
company's  local  services and IT  businesses.  Telecommunications  expense as a
percentage of communication  services  revenue  increased to 50.2% for the three
months  ended  March 31,  1998 from 48.4% for the three  months  ended March 31,
1997.  This  increase  was due to a  reduction  in revenue  rates as a result of
competitive pricing, increased per-line charges related to the FCC Access Reform
Order,  implementation  of universal  service  support  obligations and required
compensation  to payphone  owners.  These  increases were partially  offset by a
decrease of international settlement expense and per-minute access charges along
with more efficient network usage.

SALES, OPERATIONS AND GENERAL EXPENSE
Sales,  operations and general  expense  increased $185 million or 14% to $1,504
million for the three months ended March 31, 1998 compared to $1,319 million for
same period in 1997. As a percentage of revenue,  sales,  operations and general
expense  increased  to 28.4% for the three  months ended March 31, 1998 from 27%
from the first three months ended March 31, 1997.  The  increases in expense and
related  percentage of revenue were  primarily the result of business  expansion
and growth within the local services and IT businesses and the related  increase
in personnel costs, as well as employee  pre-merger  retention  bonuses incurred
during the quarter.

DEPRECIATION EXPENSE
Depreciation  expense  increased  $237  million or 52.3% to $690 million for the
three months ended March 31, 1998  compared to $453 million for the three months
ended March 31, 1997. Approximately $137 million or 58% of the increase resulted
from additional  depreciation expense on equipment identified for disposition in
connection  with the asset  disposition  plan  adopted in the fourth  quarter of
1997.  The company  expects to recognize an additional $57 million in additional
depreciation  in the  second  quarter  of 1998 as a  result  of this  plan.  The
remaining increase in depreciation expense represents the depreciation impact of
property  and  equipment  additions  placed into  service  since March 31, 1997,
partially offset by the impact of equipment disposals.

INTEREST EXPENSE
Interest  expense  decreased $6 million for the three month ended March 31, 1998
due to a lower average total debt balance.

EQUITY IN INCOME (LOSSES) OF AFFILIATES
Equity in income  (losses) of affiliates  decreased $13 million to ($24) million
in the first quarter 1998 from the  comparable  period in 1997.  The decrease is
primarily results from a reduction in the company's share of operating losses of
ICS Communications, Inc. and Concert Communications Company (Concert CS).


<PAGE>



OTHER INCOME (EXPENSE), NET
Other  income,  net was $39  million for the three  months  ended March 31, 1998
including the impact of a $51 million  realized gain resulting from the exchange
of a marketable equity security investment in Brooks Fiber Properties, Inc.
held by the company.

INCOME TAX PROVISION
The provision for income taxes  decreased by $122 million to $62 million for the
three months ended March 31, 1998  compared to March 31, 1997 as a result of the
1998 reduction in pre-tax income. The company's  effective tax rate approximated
38% for each quarter.

NET INCOME
Net income  decreased $194 million to $101 million or $.14 per basic and diluted
share for the three months ended March 31, 1998 compared with net income of $295
million or $.43 per basic share and $.42 per diluted  share for the three months
ended March 31,  1997.  The decrease in net income is the result of increases in
operating  expenses  associated  with and in response to growth and  competitive
initiatives as well as the additional depreciation expense for equipment subject
to the asset  disposition  plan offset by the increase in other income,  net and
the lower  provision for income taxes for the three months ended March 31, 1998.
Basic and diluted earnings per common share for the three months ended March 31,
1998  compared to the three  months  ended  March 31,  1997 were  affected by an
increase in the number of treasury shares issued since March 31, 1997 to support
benefit programs.

GLOBAL AND OTHER ALLIANCES

CONCERT CS
During the first quarter of 1998, the company invested $8 million in Concert CS,
its 24.9% owned international  services venture with British  Telecommunications
plc,  (BT).  For the first  quarter  of 1998,  Concert  CS  distributor  revenue
amounted to approximately $212 million. The company's share of Concert CS losses
reported in accordance  with U.S. GAAP was $(3) million and $(6) million for the
three months ended March 31, 1998 and 1997, respectively.  BT agreed to exercise
its call  option to acquire  the  company's  shares in  Concert  CS  immediately
following the effective time of the Merger. The company will be a distributor of
Concert CS services  on a  nonexclusive  basis to  customers  in the U.S.  for a
period of at least two years and as many as five years  following  BT's exercise
of its call option.

TELEFONICA de ESPANA S.A. ALLIANCE (Telefonica)
In April  1997,  the company  formed a strategic  alliance  with  Telefonica  to
explore  opportunities in Latin America's  telecommunications  market.  In March
1998, the company and Telefonica expanded the scope of their alliance to include
WorldCom and to pursue certain activities in the Americas and Europe.

AVANTEL S.A. de C.V (Avantel)
During the first quarter of 1998,  the company  funded an additional $15 million
in   Avantel,   a  44.5%   owned   business   venture   with  Grupo   Financiero
Banamex-Accival. At March 31, 1998, Avantel has approximately a 10% share in the
addressable Mexico long-distance market. The company's share of Avantel's losses
reported in  accordance  with U.S.  GAAP was $(20) million and $(21) million for
the three  months  ended  March 31,  1998 and 1997,  respectively.  The  company
expects Avantel to continue to generate  operating losses as Avantel expands its
service and customer bases in Mexico's telecommunications market.

DIRECT BROADCAST SATELLITE (DBS) VENTURE
In May 1997,  the company and News Corp.  entered  into an  agreement  to form a
joint  venture  (DBS  Venture)  in which both  parties  would  contribute  their
respective  DBS assets and cash. In exchange,  the company would receive a 19.9%
interest in the new venture. In addition,  the parties agreed that the company's
funding  obligation  to the DBS Venture  would be limited to $440  million.  The
agreement  also  provided  that the parties  would seek a third party to acquire
their  combined  interests in this DBS business.  In June 1997,  the company and
News Corp. entered into an agreement with Primestar Partners,  L.P.  (Primestar)
for the sale and  transfer of the  company's  and News  Corp.'s DBS assets other
than two of the four DBS Venture satellites  (Primestar  Transaction).  In March
1998, the parties sold their interest in one of the remaining satellites and are
pursuing the  disposition of the other.  The Primestar  Transaction is part of a
larger  transaction  that  involves  the  consolidation  of  Primestar  and  TCI
Satellite  Entertainment,  Inc. into a newly formed entity (New  Primestar) that
was completed in April 1998.  Concurrent with the  consummation of the Primestar
Transaction  or upon the approval by the FCC of the transfer of the orbital slot
to the DBS Venture or another  third party,  the company will acquire  preferred
shares in a subsidiary  of News Corp.  for a face amount equal to the  company's
cost of obtaining the FCC license plus interest thereon.  Under the terms of the
Primestar  Transaction,  the  company  will  also  receive  from  New  Primestar
consideration in the form of cash and interest bearing  non-voting New Primestar
securities for its share of the DBS Venture assets transferred to New Primestar.
On May 12, 1998 the Department of Justice filed suit in the U.S.  District Court
for the District of Columbia  seeking to enjoin the  completion of the Primestar
Transaction.

YEAR 2000 EFFORTS

The company is continuing its evaluation and upgrade of its computer systems and
applications  for the year 2000. The company is also seeking  confirmation  from
its primary  vendors that they are developing and  implementing  plans to become
year 2000  compliant.  The  company is  utilizing  both  internal  and  external
resources to identify,  correct or reprogram, and test its systems for year 2000
compliance.  The company  expects to incur  internal labor as well as consulting
and  other  expenses  related  to  infrastructure  and  facilities  enhancements
necessary to prepare its systems for the year 2000.  The costs  incurred  during
the three months  ended March 31, 1998 were not  material to sales,  operations,
and general expense and were consistent with the company's planned  expenditures
for the  period.  The company  expects to incur  approximately  $400  million in
expenses  in 1998 and 1999 as it  implements  its year 2000  plan.  The  company
expects to be year 2000 compliant on or before December 31, 1999.


<PAGE>


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------

CASH FLOWS
----------
Cash from operating activities increased by $206 million to $670 million for the
three months  ended March 31, 1998  compared to the three months ended March 31,
1997.  Receipts  from  customers  increased by $448 million due primarily to the
increase in revenue.  Payments to  suppliers  and  employees  increased  by $272
million as a result of  increases  in  operating  expense  and the timing of the
related  payments.  Taxes and interest paid for the three months ended March 31,
1998  declined  from the year ago  period  as a result of lower  income  tax and
interest expenses.  Cash used for investing activities decreased by $235 million
for the three  months  ended March 31, 1998  compared to the three  months ended
March 31, 1997. The decrease was the result of lower  expenditures  for property
and  equipment and  investments  in DBS and  affiliates  of $68 million,  a $343
million increase in other investing, net primarily the result of $360 million of
proceeds  received from a sale-lease back  transaction  offset by a reduction in
proceeds  received from marketable  securities,  net of $176 million.  Cash from
operating  activities and financing activities was used to support the company's
investing activities for the three months ended March 31, 1998.

Cash used for financing activities was ($323) million for the three months ended
March 31, 1998 compared to net cash proceeds from  financing  activities of $183
million for the three months ended March 31, 1997. The company was able to repay
net commercial paper and other debt amounts of approximately $670 million during
the three months ended March 31, 1998 with proceeds  received from  issuances of
treasury  shares to support  employee  benefit  programs and proceeds from other
investing activities, net.

CAPITAL RESOURCES AND LIQUIDITY
-------------------------------
For the three  months  ended  March 31,  1998,  the  company  funded its capital
expenditures  and other investment  activities  through cash from operations and
other  financing  activities.  The company  expects net capital  expenditures of
approximately  $3.1  billion  for 1998 and  expects  to fund a  majority  of the
expenditures with cash from operations. The company has a $4 billion bank credit
facility that supports the company's commercial paper program and may be used to
fund   short-term   fluctuations   in  working   capital  and  other   corporate
requirements. In April 1998, this facility was extended until the earlier of the
consummation  of the Merger or April 26, 1999.  In April 1998,  the company also
issued $500 million  aggregate  principal amount of 6.50% Senior Notes due April
15,   2010   and   $700   million   aggregate   principal   amount   of   6.125%
Callable/Redeemable  Notes due  April 15,  2012  under  its $1.2  billion  shelf
registration.  The proceeds from these  issuances will be used to repay maturing
commercial paper balances and for other general corporate purposes.  After these
issuances,  there  were no  amounts  available  for  issuance  under  the  shelf
registration.  Upon  issuance  of the $500  million  Senior  Notes,  the company
terminated  an interest  rate swap which had been  designated as a hedge against
adverse  market  interest  rate  changes.  The swap had a negative fair value of
approximately $27 million at the time of the transaction which will be amortized
over the life of the Senior Notes.  The company believes it will be able to meet
its current and  long-term  liquidity  and capital  requirements  from cash from
operating activities and its commercial paper program.


<PAGE>



MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES 
FORM 10-Q

PART I.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The company  believes  its market  risk  exposure  with regard to its  financial
instruments is limited to changes in interest rates  primarily in the U.S. Based
upon the  composition of the company's  variable rate debt  outstanding at March
31, 1998, which was primarily borrowings under its commercial paper program, the
company does not believe a  hypothetical  100 basis point increase in short-term
rates would be material to net income.

<PAGE>

MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
FORM 10-Q

PART II.  OTHER INFORMATION

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURTITY HOLDERS


(a) The date of the meeting was March 11, 1998 and it was a special meeting.

(b) No directors were elected at the special meeting.

(c)     Holders of common  stock and Class A common  stock  voted at the special
        meeting on the  following  matter  which was set forth in the  company's
        Proxy Statement dated January 22, 1998:

                   (1)     Of  the  707,229,867  shares  outstanding  as of  the
                           Record Date,  564,075,056  shares were voted for, and
                           2,795,762 shares were voted against,  the approval of
                           the  merger   agreement   between   the  company  and
                           WorldCom, Inc. with 1,228,692 abstaining from voting.

(d)  Not applicable



<PAGE>





MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES
FORM 10-Q

PART II. OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

a)Exhibits

Exhibit No.                Description
-----------                -----------

         10(a)                First   Amendment   to   the   Revolving   Credit
                              Agreement,  dated as of April  28,  1998,  by and
                              between MCI and the banks named therein.

         12                   Computation of Ratio of Earnings to Fixed Charges.

         27(a)                Financial Data Schedule as of March 31, 1998.
         
         27(b)                Financial Data Schedule as of March 31, 1997.

         99(a)                Capitalization Schedule as of March 31, 1998.

b)Reports on Form 8-K

For the three months ended March 31, 1998,  the company filed one Current Report
on Form 8-K on February 2, 1998, which was amended April 10, 1998.








<PAGE>




MCI  COMMUNICATIONS  CORPORATION AND SUBSIDIARIES 
FORM 10-Q

SIGNATURE 

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                              MCI COMMUNICATIONS CORPORATION

Date: May 15, 1998            Signed:   /s/ David M Case
                                        David M.  Case
                                        Vice President and Controller

<PAGE>


MCI COMMUNICATIONS CORPORATION AND SUBSIDIARIES 
FORM 10-Q
EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit No.                Description
-----------                -----------
<S>                            <C>    
         10(a)                 First Amendment to the Revolving Credit Agreement, dated as of
                               April 28, 1998, by and between the company and the banks named therein.

         12                    Computation of Ratio of Earnings to Fixed Charges.

         27(a)                 Financial Data Schedule as of March 31, 1998.

         27(b)                 Financial Data Schedule as of March 31, 1997.

         99(a)                 Capitalization Schedule as of March 31, 1998.

</TABLE>