ISPs said that even if MCI sold off its backbone, they are concerned that MCI-WorldCom would wield too much power, resulting in price increases. Some suggested that WorldCom should sell Uunet Technologies instead.

Sue Ashdown, general manager of XMission, an ISP based in Salt Lake City that is a Uunet customer, compared MCI's move to the sacrifice of a pawn in a game of chess in exchange for a larger gain.

"I'm really hard-pressed to see where the public interest in this merger lies," Ashdown said. "If they are serious about divestiture, then WorldCom should divest itself of Uunet."

Regulators have expressed similar concerns about the sale of MCI's backbone, which MCI said is contingent on regulators' approval of the MCI-WorldCom merger. As of last week, the U.S. Department of Justice was still reviewing the case. But the European Union's top antitrust official, Karel Van Miert, has said the plan is "not good enough" to satisfy antitrust concerns of the EU, but that WorldCom selling Uunet would meet the EU's conditions. The EU plans to issue its final judgment next month.

The situation got even more complicated last week, when Cable & Wireless sued MCI in federal court to prevent MCI from backing out of selling its backbone.

Many ISPs see MCI-WorldCom as a threat regardless of the MCI divestment. Oliver Stockhammer, a manager at Internet Channel, an ISP in New York, said that he fears the MCI-WorldCom merger would push bandwidth prices higher. Stock hammer said the Internet Channel had an unpleasant run-in with WorldCom that resulted in the shutdown of some of its access lines because of a $700 unpaid bill.

"WorldCom shut down all its lines that were running into our system, even if they weren't in our names," he said. "All our T-1 customers that had lines via WorldCom were knocked down."

GTE has been one of the most vocal critics of the proposed MCI-WorldCom merger, and the company also complained that MCI's selling of its backbone was unsatisfactory.

Peter Thonis, GTE's vice president of corporate communications. said he fears MCI's arrangement with Cable & Wireless would lead to "backsliding" — that those ISPs affected by the sale of MCI's backbone infrastructure will eventually become customers of the merged MCI-WorldCom down the road.

"What they're looking to sell is really part of their infrastructure and their ISP customers, but not their corporate customers and not their residential customers — which means a lot of traffic is still remaining," he said. "Even ISP customers would, in essence, be customers of MCI in terms of network services."

MCI spokeswoman Caroline Rice said the company feels it has met the concerns of regulators.

"When we announced the divestiture, it addressed the only and trust issue that has been raised by the regulators," she said. "We believe this will meet their concerns. Beyond that, we cant comment be cause of the ongoing discussions we have with the regulators."

Other observers sided with MCI's view. Jeff Kagan, an analyst with Kagan Telecom Associates, disagreed with critics of MCI.

"This will leave the playing field as it is right now," Kagan said. "If MCI divests 100 percent, all you're left with are WorldCom's holdings. There's no more of a threat now then there ever was."