SecProbe.io

August 19, 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. 5 to Form S-4
Filed August 15, 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 filings in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a re vision 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.

Marianne Drost, Esq.
Verizon Communications Inc.
August 19, 2005 Page 2

Form S-4

Prospectus Cover Page/Letter to Shareholders
1. In the fifth sentence of the  fourth paragraph, please further clarify that there could be a
substantially greater purchase price adjustment, in part because  Verizon does not intend to
prepare an estimate until shortly before closing and  it could have a materially different view
than MCI on the calculation of the estimated liabilities.

Summary, page 1

Potential Downward Purchase Price Adjustment, page 4
2. Revise the last paragraph of this subsection to  clarify that Verizon may calculate a
substantially higher estimate when it calculate s the estimated liabilities shortly before
closing.

Summary Selected Unaudited Condensed Consolid ated Pro Forma Financial Information, page 21

3. Please revise your presentation to show separately Verizon’s two views and MCI’s two
views.  Since Verizon is not a ssuming any responsibility for MC I’s views, the second to the
last sentence of the first paragraph on pa ge 22, “...[i]n all other respects...” should be
removed.  Each set of pro formas, Verizo n’s view and MCI’s view, should stand
independently.  Please also comply w ith this comment on pages 138 and 160.

4. Please revise the heading for page 23 to indi cate that these are Verizon’s views.  Also
change the heading for the $20.40 downward price adjustment to one that may be clearer,
such as Zero or No Merger Consideration.  Pl ease also comply with this comment on pages
25 and 140 through 159.

5. Please revise the heading for page 24 to indi cate that these are MCI’s views.  Present
separately here MCI’s view regarding no downward purchase pr ice adjustment.  Please also
comply with this comment on pages 25, 138 and 160 through 177.

Unaudited Comparative Per Share Information, page 25

6. Please revise your presentation to state on pa ge 26 that the $20.40 pr ice adjustment would
result in MCI shareholders rece iving nothing for their MCI stock.

7. Clearly label each view—Veriz on’s and MCI’s—on pages 26 and 27.

8. Please present MCI’s other view that there will be no purchase price adjustment.

Marianne Drost, Esq.
Verizon Communications Inc.
August 19, 2005 Page 3

Unaudited Pro Forma Condensed Consolidated Financial Information

Introduction, page 138

9. Please tell us your consideration of the fina ncial reporting under th e accounting literature
for the MCI restricted shares a nd other equity-based awards di scussed in Section 1.11 of the
merger agreement.

Notes to Unaudited Pro Forma Condensed Conso lidated Financial Statements—Verizon’s View
with No Purchase Price Adjustment

Note 2.  Purchase Price, page 146

10. Please revise to clarify here and throughout the document your basis for using $35.52 for
the assumed price per shar e of Verizon common stock.

Note 5. Pro Forma Adjustments, page 148

11. Please tell us here in (c) a nd in all other presentations of  the various views why you have
used 286.3 million shares to calculate the speci al cash dividend of $5.60 per share.  Tell us
if the shares held by Verizon are ex cluded from receipt of the dividend.

12. Please present separately the payment of th e special cash dividend and the impact on
interest income of the purchase of 43.4 million shares and payment of the special cash
dividend.

13. Please revise (k) here and in other views to show the calculation of the Verizon shares issued.

Notes to Unaudited Pro Forma Condensed Conso lidated Financial Statements—Verizon’s View
with Zero Purchase Price

Note 5. Pro Forma Adjustments, page 157

14. Please present separately the adjustment in (a ) to accrue the additional liabilities equal to
$20.40 per MCI share subject to the exchange.

15. Please present separately the adjustment in (b ) to provide a valuati on allowance related to
any deferred income tax benefit.  Prov ide the calculation of the adjustment.

MCI’s Views, pages 160-177

16. Item 4 of your Form 10-K for June 30, 2005 discloses that your disc losure controls and
procedures were not effective as on June  30, 2005 due to a material weakness in your
internal control over accounting for income taxes.  Disclose this information when

Marianne Drost, Esq.
Verizon Communications Inc.
August 19, 2005 Page 4

discussing your estimate of specified liabilities that are related to income taxes and discuss
why you believe that you are in a position to re liably estimate income tax related specified
liabilities both now and prio r to closing as required by the merger agreement.

Notes to Unaudited Pro Forma Condensed Consolid ated Financial Statements—MCI’s View with
$0.21 Purchase Price Adjustment

Note 2.  Purchase Price, page 165

17. Please revise your sensitivity analysis for adju stment to stock purchase price to show the
range of the per share price of an MCI share for the poten tial downward purchase price
adjustment for specified liabilities and other adjustments as shown in the first column.

18. In (2), provide a detailed cal culation regarding how you determ ined the new exchange ratio
of .5684.

19. In the last paragraph on page 167, disclose  how you determined that the amount of
previously paid and remaining specified liabili ties would have to ex ceed $8.5 billion for the
merger consideration to be reduced to zero.

MCI Presentation of Selected R ecorded Liabilities and Specified  Liabilities Amounts, page 168

20. Please reflect all the quantified exclusions in the footnotes in the sc hedule that you have
presented.  The schedule should clearly reflect the gross amount  of the specified liabilities
before offset and adjustments.  The offsets and adjustments should be presented separately
with reference to the appropriate section of the merger agreement that permits such offset or
adjustment.  If you continue to show unsuppor ted reductions in specified liabilities for
which you have not received Verizon’s agreement, please state that these are unsupported and show the impact of each here and wherever the results of your interpretations appear in
the document.

21. Please revise the heading for the first column, Face Value of Claim Amount at 6/30/05, to a heading that is will allow you to also reflect in this column the International Income Tax
Liabilities, Previously-Paid Speci fied Liabilities, and Estimated  Interest to Closing.  This
column should reflect the unive rse of potential specified liabili ties.  Disclose your basis in
the merger agreement for only accruing interest to the date of closing.

22. The headings for the second, third and fourth co lumns start with the word “Selected.”  Tell
us what is meant by “selected.”  If certain li abilities have been omitted, please disclose the
nature of the liability, its am ount and your reason for omitting it.

23. Please revise the reserves and liabilities in (2) and the amounts disc losed in the second
column to reflect the gross amount before any offsets, unless you can provide factual
support in the merger agreement for reducing the liabili ties and reserves by the offsets.

Marianne Drost, Esq.
Verizon Communications Inc.
August 19, 2005 Page 5

24. In (7), revise to clarify how “first day” bankr uptcy orders would not be considered specified
liabilities.  Also, you should not reflect th e merger agreement for future favorable
settlements on bankruptcy claims of $42 millio n unless there is factual support in the
merger agreement.

25. In (8), if there is no factual support in the merger agreement for each reduction adjustment,
please delete them.

26. In (9), disclose your basis for your expectation.

27. In (11), disclose your basis in the merger agreement for using 329.7 million shares.  We
note that you used 286.3 million shares in No te 2 on page 165 to calculate the purchase
price.

28. Furthermore, the universe for specified liabili ties in the first column, as revised by our
comments, is substantially higher than the to tal amounts of your current estimate of range
of specified liabilities.  Provide an explanat ion for all claims that you estimate will be
settled at less than the amount reflected in the first column.

29. On page 170, the last sentence in the first para graph refers to a schedule of claims that you
will deliver to Verizon.  Tell us if this sche dule will also include specified liabilities as
defined in the merger agreement for which no claims have been made.

30. On page 171, quantify the prebankruptcy offs etting claims discussed in the fourth
paragraph.  Tell us whether these offsets to cl aims have been included in the footnotes to
your schedule.  Please include them in the revised schedule.

31. In the second paragraph on page 172, expand your discussion to state, in determining your
estimated ranges, how you took into account th e possibility that Verizon could take a
different view, your view as to the strength  of arguments supporting an opposing view, the
positions each party would likely take in an ar bitration proceeding, and your estimate of the
range of outcomes based on these estimates if a r easonable arbitrator reso lves any dispute.

32. In the first bullet point on page 173, you state that you have not accrued interest after the
closing since you have assumed that any accrued interest would be offset by the applicable
discount rate.  Disclose your factual support for using a disc ount rate to determine the
amount of specified liabilities.  Disclose any methodologies that have been used to
determine your estimate of specified liabili ties including discounti ng and probability and
disclose your basis for using these methodologies.

33. Please disclose the experience that you have ha d in the last two years in settling specified
liabilities, including but not limited to, your experience in settling liabilities and claims at
less than face value and percentage reducti on from face value during the period prior to
announcement of the merger and subsequent to the announcement of the merger.

Marianne Drost, Esq.
Verizon Communications Inc.
August 19, 2005 Page 6

34. Please clearly state MCI’s opinion regarding th e items that will require reaching agreement
with Verizon that are disclosed in the last paragraph of page 173.  If any of these positions
have not been previously quantified, please do so  and reflect any positio ns that are open to
interpretation as such in your  schedule in this section.

5.  Pro Forma Adjustments, page 174

35. Please tell us why the calculation of the adju stment in (b) uses a different amount for the
shares outstanding than the calculation in (11)  on page 169.  Tell us why the total amount of
the downward adjustment is $60 million when it seems to be based on the difference
between your high current estimate of $1,845 and $1,775.

36. Please present separately the adjustment in (a ) to accrue the additional liabilities related to
the downward purchase price adjustment.

37. Please present separately the adjustment in (b ) to provide a valuati on allowance related to
any deferred income tax benefit.  Prov ide the calculation of the adjustment.

38. Please revise (l) here and in other views to show  the calculation of the Verizon shares to be
issued.

Draft Form 10-K/A for December 31, 2004 for MCI, Inc.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note (20) Income Taxes, page F-60

39. Please refer to prior comment number 14.  We are unable to determine what you will
provide for FAS 5 disclosure for the additional federal, state and foreign tax contingencies and claims as disclosed on page F-61.   Tell us if the parentheticals are deletions.  As we
previously stated, we believe disclosures for unrecorded exposure s to contingent tax
liabilities are required by FAS 5.  Please revise.

Forms 10-Q for the quarters ended March 31, 2005 and June 30, 2005

40. Revise, as applicable, for comments issued  regarding Form 10-K for the year ended
December 31, 2004.

*  *  *  *

Marianne Drost, Esq.
Verizon Communications Inc.
August 19, 2005 Page 7

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 provi de us with marked copies of the amendments
to expedite our review.  Please furnish a cove r letter with you r amendments that keys your
responses to our comments and provides any requ ested 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 Virg a, 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.  Plea se 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)