WorldCom To Acquire CompuServe And AOL's Network Services Company, Ans Communications, In $1.2 Billion Internet Transaction

JACKSON, MS, September 8, 1997

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WorldCom, Inc., today announced that it has agreed to acquire CompuServe
from H&R Block in a stock for stock transaction. Under the terms of
the agreement, each share of CompuServe stock will be converted into
.40625 shares of WorldCom stock. At Friday's closing, the value of
the transaction was approximately $1.2 billion. The agreement was
unanimously approved by the Board of Directors of each company.
Additionally, WorldCom has agreed to acquire ANS Communications from
America OnLine (AOL), which will also sign a five year contract under
which WorldCom will become AOL's largest network service provider,
in exchange for AOL receiving CompuServe's Interactive Services
Division and $175 million in cash. WorldCom will retain the CompuServe
Network Services (CNS) division.

CompuServe Network Services (CNS)

CNS owns and operates one of the largest and
farthest-reaching data communications networks in the world. It
comprises approximately 100,000 dial-up "ports" (a single
port can support one dial-up user at a time) and has a presence in 105
countries around the world. CNS provides value-added networking
services, such as corporate intranets, transaction processing, and
electronic commerce services to more than 1,200 high-end corporate
customers through a sales force of more than 400 professionals with
specialized training and technical expertise.

AOL's Advanced Networks and Services (ANS)

ANS operates one of the largest Internet networks,
primarily on behalf of its current parent company, AOL. In addition,
ANS focuses on providing high value-added Internet solutions to large
business customers. ANS was originally formed to build and operate the
U.S. National Science Foundation's backbone network for researchers
and scientists, the origin of the Internet. The company then played a
leading role in the Internet's transformation to a mission critical
tool being used by businesses worldwide today.

Positions WorldCom For Changing Marketplace

"We believe these moves further distance us from all
of the traditional carriers, as we continue to build a different kind
of communications company," said Bernard J. Ebbers, WorldCom
President and CEO. "Following our successful merger with MFS and
UUNET, this transaction underscores our belief that the communications
marketplace has fundamentally changed. In this new world, customers are
demanding increasingly advanced Internet and data networking services.
These acquisitions will further strengthen and broaden our Internet
business. This is a transaction which will contribute significantly to
our revenue and growth and is expected to be accretive to
earnings."
"We are excited about the prospect of forming this strategic
relationship with AOL, the leading on-line service provider, and we
welcome the prospect of Steve Case, CEO of AOL, joining our Board of
Directors."

Steve Case, Chairman and CEO of AOL, said: "We believe our
long-term network capacity agreement with WorldCom lays the foundation
for a strong and productive partnership between our two companies,
including working together to develop broadband solutions in the
future. We look forward to working together with WorldCom for years to
come."

Financial and Strategic Benefits to WorldCom

Through its UUNET subsidiary, WorldCom already holds a
leading position in the global Internet market, and the transactions
announced today further strengthen and broaden that position -
particularly with respect to its value-added product and services
portfolio. The transaction yields numerous financial and strategic
benefits to the company. The transaction:

• Substantially increases revenues and revenue growth;
• Continues WorldCom's recent revenue diversification in favor
  of the high-growth Internet, corporate data networking and
  international market segments;
• Enables UUNET to benefit from the economies of scale inherent in
  sharing our network infrastructure with ANS and CNS;
• Complements UUNET's core Internet access and hosting services
  with ANS and CNS value-added product lines, and associated sales
  channels; and
• Enables ANS and CNS to leverage WorldCom's global
  transmission assets within their product lines, thus making those
  products more competitive.

WorldCom's UUNET Enhances Position as World's Leading
Commercial ISP

"We think these moves position WorldCom and UUNET at
the forefront of the Internet world," said John Sidgmore, WorldCom
Vice Chairman and Chief Operations Officer, and UUNET CEO. "Not
only will the transaction generate significant revenues, it will yield
crucial economies of scale, which will augment our ability to compete
with new Internet entrants, such as the RBOCs. Through these
acquisitions, we will be able to provide our business customers with
the broadest range of Internet services available, over the broadest
and most geographically far reaching infrastructure available."
The core network infrastructures of both ANS and CompuServe,
together with UUNET's existing dial network, create the most
significant Internet network in the world with more than half a million
dial access ports. Ensuring the highest quality of service to customers
will be a top priority. The combination of network infrastructures will
be used by AOL and CompuServe as well as by existing UUNET customers
including Microsoft and many others. UUNET will also gain the business
traffic of CNS' and ANS' more than 1,600 commercial customers.
In addition, the acquisitions expand UUNET's value-added product
offerings to include corporate Intranets, managed network services,
frame relay services, security monitoring, groupware hosting,
transaction services, and electronic commerce.

The CompuServe transaction is subject to CompuServe shareholder
approval, Hart-Scott-Rodino review and other customary closing
conditions. H&R Block, which owns approximately 80 percent of
CompuServe's stock, has agreed to vote its shares in favor of the
transaction and granted WorldCom a proxy to vote such shares in
connection with the CompuServe stockholders' meeting. H&R Block
also granted WorldCom an option to acquire such shares.

Except for the historical information contained herein, the matters
discussed in this news release are forward looking statements that
involve risk and uncertainties as detailed from time to time in various
regulatory filings. Actual results may vary significantly from these
statements

WorldCom is a global business telecommunications company. Operating
in more than 50 countries, the company is a premier provider of
facilities-based and fully integrated local, long distance,
international and Internet services. WorldCom's subsidiary, UUNET
Technologies, Inc., is an international provider of Internet services
with over 1,000 Points of Presence (PoPs) throughout the United States
and in Canada, Europe and the Asia-Pacific region. WorldCom's World
Wide Web address is
http://www.wcom.com

. The common and depositary shares of WorldCom trade on the Nasdaq
national market (US) under the symbols WCOM and WCOMP,
respectively.