SecProbe.io

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May 17, 2005

Marianne Drost, Esq.
Senior Vice President, Deputy General
   Counsel and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York  10036

      Re:	Verizon Communications Inc.
      	Form S-4 filed April 12, 2005
      	Form S-4/A filed May 9, 2005
      	File No. 333-124008

		MCI, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 16, 2005

		Form 10-Q for the quarter ended March 31, 2005
		Filed May 9, 2005
		File No. 001-10415

Dear Ms. Drost:

      We have reviewed the above-referenced filings and have the
following comments.  Page numbers correspond to the amended
version
of the Form S-4.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4

Prospectus Cover Page/Letter to Shareholders
1. Please limit your cover page to one page.  Also limit the cover
page disclosure to information required by Item 501 of Regulation
S-K
or otherwise key to an investment decision.  For example, please
delete the last sentence of the second paragraph, as this
disclosure
does not appear to constitute information required by Item 501 of
Regulation S-K or, without sufficient additional contextual
information, information that is key in making an investment
decision.
2. The disclosure in the third paragraph regarding the
consideration
that MCI shareholders will receive appears to be dense and not
drafted to highlight what they will receive.  Please write the
disclosure in clear, plain English from the perspective of
shareholders who are voting on the merger.  See Rule 421(d) of
Regulation C.  Please consider highlighting this information
through,
for example, bullet points.  For instance, please simply state at
the
beginning of this disclosure the minimum total value of cash and
stock consideration shareholders are expected to receive.  Clarify
that the formula is designed to provide MCI shareholders with at
least $20.40 in Verizon common stock and that the $20.40 floor
applies if the Verizon average stock price is $35.52 per share or
less.  Please also prominently disclose that notwithstanding the
expected total consideration in cash and stock, the aggregate
consideration and the special dividend are subject to downward
adjustment.
3. Clearly state that, due to the price protection mechanism, MCI
shareholders will not know at the time they vote the exact mix of
cash and stock they will receive.  Additionally, clarify that MCI
shareholders will not know at the time of the vote the number of
Verizon shares they will receive due to the operation of the
pricing
formula.
4. Please disclose the approximate aggregate value of the
transaction
and clarify whether that amount includes the special cash dividend
being paid from MCI`s excess cash.  Also disclose the approximate
percentage of Verizon`s outstanding stock that MCI shareholders
will
own after the merger is completed.  Finally, disclose the total
number of Verizon shares currently expected to be issued under the
proposed merger, as required by Item 501(b)(2) of Regulation S-K.
5. Please revise the cover page and exhibit 99.1 to clearly
indicate
that the proxy statement and form of proxy are preliminary copies.
See Rule 14a-6(e)(1).

Questions and Answers About the Merger, page iv

Q: Why are the companies proposing the merger?, page iv
6. Either here or under "Reasons for the Merger" on page 7,
provide a
brief discussion of the potential benefits and detriments of the
proposed merger.  The discussion should be presented in a balanced
format so that the detriments are presented in the same format as
the
benefits.  Highlight both the disadvantages and adverse
consequences
associated with the transaction that were considered by MCI`s
board.

Summary, page 1

	The Companies, page 1
7. In your brief discussion of Verizon`s and MCI`s businesses,
please
note their current financial condition, including revenues and net
income or losses for both companies for fiscal 2004 and MCI`s
impairment charge of $3.5 billion in 2004.  Please also briefly
disclose MCI`s emergence from bankruptcy.  Make conforming
revisions
to your disclosure on pages 97 and 98.

      Structure of the Merger, page 2
8. Identify the "certain other conditions" that, if unsatisfied,
could result in you using the alternative merger structure.
Briefly
address the impact of the alternative merger on MCI shareholders
in
addition to the different tax treatment mentioned on page 9, if
any.

Merger Consideration and Conversion of MCI Common Stock, page 3
Potential Downward Purchase Price Adjustment for Specified
Liabilities, page 4
Special Cash Dividend, page 3
9. As currently written and organized, it is very difficult to
understand what the merger consideration is intended to be, the
exact
timing of payment of the merger consideration and the special cash
dividend.  It is also difficult to assess the potential magnitude
of
any downward purchase price adjustment.  Please revise to provide
a
more integrated discussion so that it is clear what the MCI
shareholders can expect to receive and when.  Also, please revise
to
present as a bulleted list the reasons why the merger
consideration
is not determinable now or at the time of the shareholder meeting.

Merger Consideration and Conversion of MCI Common Stock, page 3
10. Discuss the significance to shareholders if Verizon pays any
shortfall in the payment of the special dividend as a per share
cash
amount to be received in the merger.  For instance, address the
differences in the timing and tax treatment of the payment of the
per
share cash amount.

Potential Downward Purchase Price Adjustment for Specified
Liabilities, page 3
11. Disclose that as of December 31, 2004, MCI had accrued
liabilities of approximately $1.825 billion with respect to
matters
that would constitute specified liabilities.
12. Advise us whether you will resolicit and/or obtain updated
fairness opinions in the event the merger consideration is
adjusted
downward, and if not, why not.  In this regard, it does not appear
that the current disclosure will permit shareholders to make a
reasonably informed investment decision on the proposed
transaction
given the uncertainty of the consideration.  Also tell us to what
extent the value of the merger consideration can be reduced.  Are
you
able to provide at least a reasonable range of a potential
downward
adjustment?  We may have further comment upon review of your
response.
13. Consider revising any references throughout the document to
the
pricing mechanism that protects the value of the merger
consideration
from falling below $20.40 in light of our preceding comment.
Given
the potential downward adjustment, it does not appear that the
consideration is "protected."

	Special Cash Dividend, page 4
14. We note your disclosure that MCI`s board "will, except to the
extent prohibited by applicable law or covenants in certain
existing
indentures, declare and pay a special cash dividend equal to all
its
remaining `excess cash`...."  Please provide additional disclosure
to
assist investors in assessing whether, and to what extent, this
special dividend will be paid.  In this regard, we note your
disclosure that MCI`s board previously determined that MCI`s
excess
cash was equal to $2.2 billion, a portion of which has been paid
in
the form of dividends.  Please disclose MCI`s current excess cash
and
disclose the amount of the dividend that would be paid based on
that
amount.  Ensure that your revised disclosure specifically
identifies
the circumstances in which MCI will not pay the full amount of the
special cash dividend.
15. Address the potential impact of the restrictions under the
senior
notes on MCI`s ability to pay the special cash dividend.  Provide
expanded disclosure of the specific restrictions contained in the
indentures in the section entitled "Senior Notes" on page 70.

	Conditions to Completion of the Merger, page 5
16. Disclose here, and on pages 91 and 92 under "Conditions to the
Closing of the Merger," the material conditions to the merger that
are waiveable.  In addition, disclose whether it is the MCI
board`s
intent to resolicit shareholder approval of the merger if either
party waives material conditions.  Note our position that
resolicitation is generally required when companies waive material
conditions to a merger.

Termination of the Merger Agreement, page 7
17. Please describe the circumstances under which MCI would be
required to pay the $240 million termination fee and reimburse
Verizon for up to $10 million in expenses.  Briefly discuss the
financial impact this payment would have on MCI.

      Material United States Federal Income Tax Considerations,
page
9
18. We note that receipt of favorable tax opinions is a waivable
condition under the merger agreement.  Because the tax
consequences
are material, a waiver of the condition, the change in your
intended
merger structure and the related changes in the tax consequences
to
investors would constitute material changes to your prospectus
necessitating amendment and resolicitation.  Provide an
affirmative
statement that you intend to recirculate and resolicit if there is
a
material change in tax consequences, the condition is waived and
the
alternative structure is utilized.  Please also note our position
that the executed tax opinions must still be filed prior to
effectiveness, regardless of your undertaking to recirculate and
resolicit.
19. We note that "MCI intends to treat the special cash dividend
to
be paid to MCI stockholders as a distribution with respect to MCI
common stock, and not as consideration with the merger or the
alternative merger."  This disclosure is vague.  Accordingly,
please
clarify how this tax treatment will impact shareholders in both
your
Summary and the subsection entitled "Special Cash Dividend" on
page
75.  In addition, note that only tax counsel or an accountant may
render an opinion on tax consequences.  Consider having tax
counsel
opine on the tax consequences regarding the special dividends and
revise the disclosure as necessary.  To the extent there is
uncertainty in the characterization of the special dividend, then
ensure that the expanded discussion of the tax consequences
beginning
on page 75 addresses the reasons for and degree of the uncertainty
as
well as how shareholders would be taxed pursuant to any
alternative
characterization of the special dividend.  Also consider providing
risk factor disclosure about the uncertainty, as appropriate.

Interests of MCI Directors and Executive Officers in the Merger,
page
10
20. Currently, this subsection lacks meaningful disclosure.
Please
briefly summarize the types of interests that MCI officers and
directors may have in the merger that are not shared by other
stockholders.  Provide an aggregate dollar amount of the benefits
executive officers and directors are expected to receive as a
result
of their interests in the merger, such as the values of the
equity-
based awards that will be accelerated and the retention payments
and
arrangements.  Provide expanded disclosure under "Interests of MCI
Directors and Executive Officers in the Merger" on page 66 by
presenting quantified information on both an aggregate and
individual
basis.

Stock Purchase Agreement for Purchase of Certain MCI Shares, page
10
21. Briefly disclose how the terms of Verizon`s stock purchase
agreement with Mr. Helu compare to the terms offered to other MCI
shareholders in the merger.  In this regard, we note that this
stock
purchase agreement was entered into after March 29, 2005, the date
MCI`s board received fairness opinions regarding the consideration
that all other MCI shareholders would receive.  Ensure that the
discussion later in the prospectus addresses the reasons that
Verizon
offered Mr. Helu a higher price than all other MCI shareholders
and
clearly explains how much he may receive as a result of the
adjustments and additions that you briefly mention here.

Appraisal Rights, page 11
22. Clarify that appraisal rights are available only in the event
MCI
shareholders receive cash for their stock in the merger.

Risk Factors Relating to the Merger, page 20
23. We note your reference to risks described in Verizon`s and
MCI`s
respective Forms            10-K that you have incorporated by
reference into the joint proxy statement/prospectus.  If you
intend
to incorporate risk factors by reference, then please follow these
guidelines:

* you must identify the particular section of the document that
contains the risk factor disclosure that you are incorporating by
reference;

* your risk factor disclosure must comply with our Rule 421 of
Regulation C.  See Question 3 of Updated Staff Legal Bulletin No.
7
(July 7, 1999); and

* your risk factor disclosure must be current.
In the alternative, you may physically include the risk factor
disclosure in your document.

	Obtaining regulatory approvals may delay or prevent the
closing
of the merger . . ., page 21
24. We note your disclosure that "the merger may not be completed
if
the required consents and approvals are not obtained."  We note
that
Article VII of the merger agreement provides that each party can
refuse to close the transaction for any failure to obtain certain
regulatory approvals that results in a "Specified Material Adverse
Effect."  Please clearly disclose the rights of the parties to
terminate the merger agreement with regard to the failure to
obtain
these regulatory approvals.

Following the merger, the market price of Verizon`s common stock .
.
., page 22
25. Clarify why Verizon`s stock price could be affected because of
the differing businesses of each company.

MCI`s executive officers, including Mr. Capellas . . ., page 23
26. Rather than stating that the interests of these MCI executive
officers are "different,"  please revise to state that these
interests are greater than, and in addition to, the interests of
other MCI`s shareholders.
MCI and Verizon are the subject of various legal proceedings . .
.,
page 23
27. In an appropriate location in the prospectus, please update
the
status of these lawsuits.  Also provide to us copies of all of the
pleadings regarding these lawsuits.

MCI has been actively working to improve its internal controls . .
.,
page 24
28. Please revise the caption to more particularly describe the
risk
posed and how this could impact your business.  In addition,
please
disclose in the text that MCI`s executive officers concluded that
MCI`s disclosure controls and procedures were not effective and
why.
Please also describe in greater detail the material weakness
identified as of March 31, 2005 in MCI`s internal controls and
briefly describe the "other areas" that MCI`s management believes
should be further enhanced.  Also, your disclosure that the
failure
to have appropriate controls "could materially and adversely
affect
MCI" is generic.  Describe the particular impact to MCI`s
business.
In addition, please consider disclosing whether the risk you
describe
could impact Verizon`s business after closing.

The merger may not occur or, if it does, may not