SecProbe.io

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July 15, 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.
      	Amendment No. 3 to Form S-4
      Filed July 5, 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 your filings and have the following
comments.
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 raise additional
comments.

Form S-4

Prospectus Cover Page/Letter to Shareholders
1. In the third paragraph regarding the consideration that MCI
shareholders will receive, please delete "at least" since there is
no
guarantee regarding the consideration, if any, that MCI
shareholders
may receive.  Similarly revise throughout the document.
2. In addition to your statement in the third bullet of the third
paragraph that "the full amount of the merger consideration is at
risk," please revise to clearly state that under the purchase
price
adjustment mechanism, MCI security holders may receive $0.  Also
revise this language throughout the document.

Summary, page 1

Structure of the Merger, page 3
3. Here you introduce the term "original structure" to refer to
the
merger whereby MCI will merger with and into a subsidiary of
Verizon.
Please revise the remainder of your document to use this term to
avoid any potential confusion.  For example, the summary of the
material United States federal income tax considerations on page
12
refers to "the merger" instead of the "original structure."  As
another example, your discussion at the bottom of page 8 will be
clearer if you also refer to the "original structure."

Merger Consideration and Conversion of MCI Common Stock, page 3
4. Currently, the presentation of the information in the first
paragraph of this subsection continues to be difficult to
understand.
Please rewrite this section to simply state the tax consequences
to
stockholders if MCI pays the special cash dividend and if Verizon
pays the cash at closing as part of the merger consideration.
Before
you describe the differences in tax consequences, indicate that
you
cannot determine at this time how stockholders will be taxed on
the
cash they receive in the merger.

Potential Downward Purchase Price Adjustment for Specified
Liabilities, page 4
5. We continue to consider your draft response to our prior
comments
6 and 13 regarding resolicitation and will advise you of our
position
shortly.

Material United States Federal Income Tax Considerations, page 12
6. We note your revised disclosure in response to prior comment
13.
Please continue to revise this section as follows:

* organize this section into separate subsections that would
include
why you will not be able to determine the tax treatment at the
time
of the MCI shareholders` meeting, the tax consequences of the
original merger structure, the tax consequences of the alternative
merger, and the tax consequences of the special cash dividend;
* include a statement as the first sentence of this section that
you
cannot determine now and, at the time of the MCI stockholders`
meeting, you will not be able to determine the U.S. federal income
tax consequences of the transaction to MCI shareholders; and
* rather than disclosing the mechanics of the original merger
structure and the alternative merger to investors in the first
sentences of the second and third paragraphs, please state the tax
consequences to shareholders in the first sentence of each new
subsection.
7. Please see prior comment 19 of our letter dated May 19, 2005
and
prior comment 14 of our letter dated June 22, 2005.  You state in
this section that "MCI will treat the special cash dividend...as a
distribution" and you similarly state that "MCI will treat the
cash
paid as a special cash dividend . . ." on page 3.  Also, you
indicate
on page 12 that "it is anticipated the `continuity of interest`
requirement will be met...."  As noted in our prior comments, MCI
may
not render an opinion regarding tax consequences; only tax counsel
or
an accountant may render an opinion on tax consequences.  Since
you
have disclosed that counsel is unable to provide an opinion on
these
matters, then you should not state what the consequences "will" be
or
that one outcome is more likely to occur.  Instead, you can simply
describe how shareholders will be taxed if the amount paid as a
cash
dividend is treated as a distribution and how they will be taxed
if
the dividend is treated as merger consideration.  Counsel may also
state which position you intend to take if challenged by the IRS.
Please revise throughout.

Risk Factors Relating to the Merger, page 24

MCI and Verizon are the subject of various legal proceedings . .
.,
page 28
8. The disclosure you have added in response to prior comment 21
is
vague.  Please briefly describe the allegations underlying the
events
that you disclose.

The Merger, page 32

Background of the Merger, page 32
9. Regarding the offer MCI received from the RBOC, clarify whether
or
not the proposed purchase price adjustment mechanism could have
put
the full amount of the merger consideration at risk as a result of
the bankruptcy liabilities.
10. Revise to clarify what you mean by "access economics" on page
38.
11. Please provide a thorough description of the "downside
sensitivity analyses" that you refer to on pages 48, 51, 53 and
56,
including any calculations performed and assumptions made.  Your
disclosure should clearly explain how the analyses led to the MCI
board`s conclusion that the expected value to be received under
the
Qwest proposal would more likely be at the lower end of the range
of
values.  If these analyses were performed by the financial
advisors,
then revise to state this fact and provide all of the related
information required by Item 4(b) of Form S-4 and Item 1015(b) of
Regulation M-A.

MCI`s Reasons for the Merger, page 61
12. We note the disclosure you have added regarding the MCI
board`s
consideration of the transaction with Mr. Helu; however, it is not
clear why the MCI board believes the merger with Verizon is fair
to
its shareholders in light of the transaction with Mr. Helu.  You
simply state the terms considered, yet the transaction with Mr.
Helu
is fundamentally different from the proposed consideration that
other
MCI shareholders will receive.  Accordingly, it should be clear
why
the MCI board believes that the merger with Verizon is fair to all
other MCI shareholders in light of those fundamentally different
terms, such as the fact that Mr. Helu`s consideration is not at
risk
to decrease to $0.
13. We note the disclosure you have added under "Presentations and
Opinions of Financial Advisors" on page 64.  Please provide
additional disclosure regarding how the board`s fairness
determination was impacted, if at all, by the fact that MCI will
not
obtain updated fairness opinions in the event the merger
consideration is adjusted downward.  Refer to prior comment 12.
14. Under "Tax-Free Transaction" on page 65, briefly explain why
the
short length of time that MCI shareholders have held their shares
supports the board`s belief that a fully taxable merger
transaction
would unlikely be an important factor to them.
15. Several of the bullet points appearing under "Alternative
Proposals from Qwest" on page 67 continue to lack sufficient
context
for investors to adequately assess the information.  See prior
comment 32.  In this regard, please address the following:

* revise the first and second bullet points to briefly state what
the
board concluded regarding Qwest`s ongoing ability to sustain
network
service quality and its capacity and commitment to invest in new
capabilities;
* revise the seventh bullet point to indicate whether the equity
financing commitments that Qwest obtained alleviated any of the
board`s concerns about the financing required by Qwest to complete
its proposed merger as mentioned in the preceding bullet point;
and
* the ninth bullet refers to Mr. Notebaert`s presentation and
responses to questions from MCI`s board on March 16, 2005, but
there
is no corresponding discussion of the substance of his
presentation
or responses in the portion of the Background section that relates
to
this meeting.  Please revise to provide more details about his
presentation and responses to inquiries.

Analyses of MCI`s Financial Advisors, page 64
16. Revise the reference to the advisors` opinions and analyses
appearing in "MCI`s Reasons for the Merger" to have the board
specifically note that it relied on the analyses despite the fact
that the advisors selected only one company and one transaction
for
the comparable company and comparable transaction analyses.
17. We note your response to prior comment 39.  Please clarify
what
you mean by "prevailing industry multiples" and explain why the
multiples differed for each business as requested in prior comment
39.

Material United States Federal Income Tax Considerations, page 99
Merger and Alternative Merger, page 100
18. Please revise the subsection heading "Form of Transaction" to
also indicate that the tax consequences will not be known at the
time
of the MCI shareholders` meeting.  Similarly state at the
forefront
of this section that you cannot determine now and, at the time of
the
MCI stockholders` meeting, you will not be able to determine the
U.S.
federal income tax consequences of the transaction to MCI
shareholders.

Unaudited Pro Forma Condensed Combined Financial Statements

Notes to Unaudited Pro Forma Condensed Combined Financial
Statements

Note 2.  Purchase Price, page 126
19. Please refer to prior comment number 44.  Since you have not
provided us with specific references to the accounting literature
that permits you to include the dividend that MCI will pay to its
shareholders prior to the merger as part of the purchase price
that
Verizon will pay for MCI, revise to exclude this dividend.
20. Furthermore, since you have already entered into and
consummated
a separate transaction for the purchase of MCI shares owned by
entities affiliated with Carlos Slim Helu, please remove this
transaction from your calculation of the purchase price and
present
this in your pro forma financial statements in a separate column
since this is not included in the transaction under consideration
by
the MCI shareholders.
21. Please refer to prior comment number 45.  The sensitivity
analysis should also give effect to the range of possible
reductions
in the stock purchase price for MCI for the potential downward
purchase price adjustment for specified liabilities and other
adjustments disclosed on page 106 as well as throughout Form S-4
Amendment No. 3.  Discuss in detail your status regarding
determining
the amounts of the liabilities that may result in a downward price
adjustment.  Disclose the impact of your tax settlement with the
Mississippi and its effect on liabilities that can impact MCI
shareholders` stock purchase price.

Note 5. Pro Forma Adjustments, page 122
22. Please refer to prior comment number 46.  Discuss in the
footnote
(h) the amount of cash required if the Senior Notes are not
redeemed
prior to the merger and have to be redeemed within 30 days of the
change in control.  Discuss how you will utilize working capital,
which appears to be negative in the pro forma condensed
consolidated
balance sheet, to redeem the Notes.  Also discuss the impact of
bank
and capital market transactions on your pro forma condensed
consolidated statements of income.

MCI draft Amendment No. 1 to Form 10-K for the year ended December
31, 2004

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note (20) Income Taxes, page F-60
23. Please refer to prior comment number 49.  As we previously
requested, please provide FAS 5 disclosure for the additional
federal, state and foreign tax contingencies and claims as
disclosed
on page F-61 and page 106 of the Form S-4 Amendment No. 3.  Before
providing taxes in the financial statements, we believe that tax
positions should be probable of being sustained under audit by the
relevant taxing authority without consideration for audit
detection
risk.  We recognize that some companies take positions on their
tax
return that do not meet the probable threshold. Some call this the
"as filed" basis. The SEC staff believes that a contingent tax
liability should be recorded to account for this difference
between
the book and as filed tax return positions.  In addition, we
believe
disclosures for both recorded and unrecorded exposures to
contingent
tax liabilities are required by FAS 5.

MCI draft Amendment No. 1 to Form 10-Q for quarter ended March 31,
2005
24. Revise, as applicable, for comments issued regarding Form 10-K
for the year ended December 31, 2004.

*  *  *  *

      Please amend your Form S-4 and have MCI amend its Form 10-K
and
Form 10-Q in response to these comments.  You may wish to provide
us
with marked copies of the amendments to expedite our review.
Please
furnish a cover letter with your amendments that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendments and responses to our comments.

      You may contact Sharon Virga, Senior Staff Accountant, at
(202)
551-3385 or Dean Suehiro, Senior Staff Accountant at (202) 551-
3384
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Albert Pappas, Senior Staff
Attorney, at (202) 551-3378 or me at (202) 551-3810 with any other
questions.

Sincerely,

Michele M. Anderson
Legal Branch Chief

cc:	William Regner, Esq.
	Debevoise & Plimpton LLP
	(212) 909-6836 (fax)

	Nicole A. Perez, Esq.
	Debevoise & Plimpton LLP
      (212) 521-7564 (fax)

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Marianne Drost, Esq.
Verizon Communications Inc.
July 15, 2005
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