WorldCom, Inc. Announces Tender Offers, Consent Solicitations And Change Of Control Offers For Certain Brooks Fiber Properties, Inc. Notes

JACKSON, Mississippi, February 27, 1998

. WorldCom, Inc. (WorldCom) announced today that it is offering to
purchase for cash each of the following series of debt of Brooks
Fiber Properties, Inc., a Delaware corporation ("BFP"): the
10
f

% Senior Discount Notes of BFP due 2006, the 11
f

% Senior Discount Notes of BFP due 2006 and the 10% Senior Notes of
BFP due 2007.

WorldCom is offering to pay each registered holder
of the Notes who validly tenders notes pursuant to the tender offers
prior to or on Thursday, March 26, 1998, unless extended, in the case
of the 10
f

% Senior Discount Notes, 118.586% of their accreted value as of the
date of the purchase, in the case of the 11
f

% Senior Discount Notes, 127.104% of their accreted value as of the
date of purchase, and in the case of the 10% Senior Notes, 117.615%
of their principal amount, plus accrued interest to the date of
purchase. The accreted value as of the expected tender purchase date,
March 27, 1998, is $733.42 for the 10
f

% Senior Discount Notes, and $660.57 for the 11
f

% Senior Discount Notes. The accrued interest of the 10% Senior
Notes to such date will be $32.22. The tender offers are being made
upon the terms and subject to the conditions set forth in the
statement and letter of transmittal related to the tender offers.

Concurrently with the tender offers, WorldCom is
soliciting consents from each registered holder of record as of March
5, 1998 of the three series of BFP notes to eliminate certain
restrictive covenants and amend certain other provisions of the
respective indentures of the BFP notes. Holders of BFP notes who
tender in a tender offer will be deemed, as a condition to a valid
tender, to have given their consent to the relevant proposed
amendments. A holder of BFP notes has indicated that it will tender
more than the requisite percentage of BFP notes in the tender offers,
and the consents deemed to be represented by such tenders will be
sufficient to amend the indentures. Accordingly, no separate consent
fee is being paid in the consent solicitations. The obligation of
WorldCom to consummate the respective tender offer with respect to
any series of BFP notes is conditioned upon, among other things,
receipt of consents from holders of a majority in aggregate principal
amount outstanding of BFP notes of each series.

Separately from the tender offers and consent
solicitations, in order to comply with certain provisions of the
Indentures for the notes relating to the change of control of BFP,
BFP is offering to purchase the notes for cash, upon the terms and
subject to the conditions set forth in the statement and the letters
of transmittal, at 101% of their respective accreted value to the
date of purchase, in the case of the 10 7/8% Discount Notes and the
11 7/8% Discount Notes, and 101% of the principal amount, plus
accrued interest to the date of purchase, in the case of the 10%
Senior Notes. WorldCom has agreed to assume and perform the
obligations of BFP pursuant to these offers; however, BFP has not
been relieved of its obligations thereunder and the right of holders
to receive payment for Notes validly tendered and accepted for
payment pursuant to these offers will not be affected thereby.

Each tender offer and consent solicitation will
expire at 11:59 p.m., New York City time, on Thursday, March 26,
1998, unless extended. The expected date of purchase for the tender
offers is March 27, 1998. Each change of control offer will expire at
11:59 p.m., New York City time, on Monday, March 30, 1998, unless
extended. The expected date of purchase for the change of control
offers is March 31, 1998. Tenders of notes may not be withdrawn, and
the related consents thereby revoked (for those holders tendering in
a tender offer), at any time after 11:59 p.m., New York City time, on
March 26, 1998, in the case of the tender offers and consent
solicitations, or on March 30, 1998, in the case of the change of
control offers, unless the applicable tender offer or change of
control offer is extended and contains new terms materially adverse
to those holders who had previously tendered the notes.

For the tender offers, consent solicitations and
change of control offers, NationsBanc Montgomery Securities LLC and
Salomon Smith Barney are the dealer managers.

The tender offers, consent solicitations and
change of control offers are made solely by the statement and consent
solicitation dated February 27, 1998, the related letters of
transmittal and consent, and any amendments or supplements thereto.
Copies of the statement and transmittal materials can be obtained
from MacKenzie Partners, Inc., the information agent for the tender
offers, consent solicitations and change of control offers, at the
following address:

MacKenzie Partners

156 Fifth Avenue

New York, New York 10010

(212) 929-5500 (collect)

(800) 322-2885 (toll free).

This announcement is not an offer to purchase
notes. The tender offers, consent solicitations and change of control
offers are not being made to, nor will tenders be accepted from, or
on behalf of, holders of notes in any jurisdiction in which the
making of the tender offers, consent solicitations and change of
control offers or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. In any jurisdiction where
securities, blue sky laws or other laws require the tender offers,
consent solicitations and change of control offers to be made by a
licensed broker or dealer, the tender offers, consent solicitations
and change of control offers will be deemed to be made on behalf of
WorldCom and BFP by the dealer managers or one or more registered
brokers or dealers licensed under the laws of such jurisdiction

.

WorldCom is a global 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
(U.S.) under the symbol WCOM and WCOMP, respectively. On November 10,
1997, WorldCom announced a definitive agreement with MCI
Communications Corporation to form a new company called MCI WorldCom.
The company expects the merger to close in mid-1998.