SecProbe.io

Mail Stop 3720           September 27, 2007

By U.S. Mail and facsimile to (908) 766-3813
 Ivan G. Seidenberg Chief Executive Officer Verizon Communications Inc. 140 West Street 29
th Floor
New York, NY 10007
Re:  Verizon Communications Inc.  Definitive Revi sed Schedule 14A
 Filed March 28, 2007
File No. 1-08606
 Dear Mr. Seidenberg:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Ivan G. Seidenberg
Verizon Communications Inc.
September 27, 2007 Page 2   Structure and Practices of the Board of Directors, page 3

1. Please disclose the “specified information” in your bylaws that a shareholder must provide you in order to nominate a direct or candidate.  See Regulation S-K Item
407(c)(2).
 Compensation Discussion and Analysis, page 23

2. You include statements throughout Compen sation Discussion and Analysis about
the individually-tailored considerations the committee makes in determining base salary levels and incenti ve compensation amounts.  For example, on page 26, you
disclose that “individual salary leve ls reflect the executive’s scope of
responsibility, performance and experien ce.”  Likewise, on page 27, you disclose
that, in setting the target values of  a short-term incentive plan award, the
committee “primarily takes into consid eration an individual’s scope of
responsibility.”  Please disclose mo re specifically how the committee’s
consideration of individual performan ce and subjective factors resulted in the
amounts each officer earned for each compen sation element for the last completed
fiscal year.  See Regula tion S-K Item 402(b)(2)(vii).
Role of Employees and Consultants, page 25

3. To assist shareholders in understand ing how the committee determined the
elements and level of executive compensa tion, generally describe the kind of
information in the “tally sheets, career  compensation analyses, and internal pay
equity analyses” mentioned on page 25 and discuss how this information is used
in the compensation process.
Elements of Compensation, page 26
Annual Incentive Compensation—The Veriz on Short-Term Incentive Plan, page 26
4. On page 27 you disclose the company financial performance targets the committee considered in determining short-term incentives awards.  You also disclose that the committee considered two non-financial measures.  For each named executive officer, please disclose the performance targets for these non-
financial measures.  To the extent you belie ve that disclosure of these targets is
not required because it would result in competitive harm such that you may omit
this information under Instruction 4 to Item 402(b) of Regulation S-K, please
provide in your response letter a detailed explanation for such conclusion.  Also, disclose how difficult it would be for the executive or how likely it would be for
you to achieve the undisclosed performance ta rgets.  General statements regarding
the level of difficulty or ease associat ed with achieving the targets are not

Ivan G. Seidenberg
Verizon Communications Inc.
September 27, 2007 Page 3
sufficient.  In discussing how  difficult it will be for an  executive or how likely it
will be for you to achieve the target and threshold levels or other factors, provide as much detail as necessary without pr oviding information that would result in
competitive harm.  To the extent the target s are not stated in quantitative terms,
explain how you determine the officer’s ach ievement levels for that performance
measure.
Similarly address the undisc losed company target and threshold levels in the
following subsection regarding long-term incentive awards.
5. You disclose on page 24 that the perfor mance goals for Messrs. Babbio and Strigl
under the annual incentive plan were based upon “the performance of their
particular business unit” in  addition to overall company performance.  Please
indicate the relative weight the comm ittee gave to business unit performance
versus overall company performance in determining each officer’s awards.
Disclose whether the same performance goa ls described on page 27 were used in
the committee’s determination of business un it performance.  If they were not the
same, please disclose the performance goals the committee used and how the
committee’s consideration of the performance goals resulted in the amount awarded to each officer.  Disclose the business unit targets for each officer or
provide us with a supplemental analys is consistent with comment above.
6. You disclose on page 27 that the co mmittee established company performance
targets of adjusted earnings per share.   Please disclose the special and non-
recurring items you eliminated from income in establishing the adjusted earnings per share target.

Compensation Tables, page 38

Severance and Change in Control Benefits, page 43
7. You disclose in note one to each officer’s table that, regarding long-term
incentives, “award values were calculated  utilizing year to date projections of
[total shareholder return] attainment.”  Please discuss all of the material assumptions underlying your estimate of to tal shareholder return attainment and,
thus, of long-term incentive payments, in th e tables.  For example, discuss to what
extent your estimate of total shareholder return attainment deviates from the
performance target objective.  See Inst ruction 1 to Regulation S-K Item 402(j).

Ivan G. Seidenberg
Verizon Communications Inc. September 27, 2007 Page 4   Please respond to our comments by Octobe r 26, 2007, or tell us by that time when
you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3350 with any questions.

Sincerely,    Kathleen Krebs Special Counsel