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SEC Correspondence

 DEBEVOISE & PLIMPTON LLP

 July 29, 2005

 Sondra Stokes

 Office of the Chief Accountant

 Sharon Virga

 Senior Staff Accountant

 Division of Corporate Finance

 Dean Suehiro

 Senior Staff Accountant

 Division of
Corporate Finance

 Michele M. Anderson, Esq.

 Legal Branch Chief

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Verizon Communications Inc.

 Registration
Statement on Form S-4 – Registration No. 333-124008

 Dear Ms. Stokes, Ms. Virga, Mr. Suehiro and Ms. Anderson:

 This letter responds to the question you raised yesterday regarding the reasons that Verizon Communications Inc. (“Verizon”) does not estimate in the Verizon Registration Statement on Form S-4 the range of “specified
liabilities” that may form the basis for a purchase price adjustment pursuant to the merger agreement between Verizon and MCI, Inc. (“MCI”).

 Background

 Verizon began due diligence activities in September 2004 in connection with a potential transaction with MCI. Given the history of MCI’s predecessor,
Worldcom, Verizon’s due diligence activities focused particular attention on the status of bankruptcy, administrative and certain tax claims, the accuracy of recorded liabilities and the potential for any significant unrecorded liabilities.

 MCI indicated that as of January 23, 2003 (the proof of claim
bar date) there were more than 56,000 proofs of claim filed with an aggregate face value of more than $1 trillion. These claims comprised equity-based and creditor claims, including certain U.S. federal and state tax matters through MCI’s
emergence from bankruptcy in April 2004, but not international tax liabilities. Over the course of discussions with Verizon, MCI described its internal claims review process and settlement procedures, as well as the nature of various claims
including duplicate claims, legal claims, meritless claims and procedural dispositions. In addition, Verizon was provided with selected information regarding international tax matters in countries in which MCI has operations, some of

 which matters involved complicated issues such as transfer pricing matters. As of February 14, 2005, the date Verizon and
MCI reached agreement on the original purchase price for their merger and the purchase price adjustment provisions in the merger agreement, there were over 4,000 outstanding bankruptcy claims, with an aggregate face value of more than $39 billion
(excluding procedural objections). In addition, significant international tax matters remained unresolved.

 In connection with Verizon’s due diligence procedures in this area, Verizon determined that specialized professional expertise (e.g., foreign tax law
experts) will be necessary, and that the volume of the information required to review and evaluate the claims was so large and the claims were so complex that Verizon could not, at the time the merger agreement was signed, reasonably estimate the
required cash payments related to these matters. As a result, Verizon negotiated a purchase price adjustment provision not typically found in public company acquisition agreements. These provisions would adjust the purchase price if the specified
liabilities exceeded an agreed amount, currently $1,775 million.

 When either Verizon or MCI notifies the other party that it believes the closing of the merger will occur within 120 days, MCI is required to provide Verizon with a schedule describing all specified liabilities and the status of those
specified liabilities. The merger agreement provides that Verizon and MCI will then use their best efforts to agree upon the final amount of any remaining specified liabilities. If Verizon and MCI are unable to agree, an independent arbitrator will
make the final determination.

 In preparing its registration
statement on Form S-4, Verizon considered whether any purchase price adjustment should be reflected in the pro forma financial information in light of the possibility that the specified liabilities would exceed the purchase price adjustment
threshold of $1,775 million. Verizon’s consideration included the authoritative and interpretative guidance described below.

 Guidance

 Article 11 of Regulation S-X and the SEC Staff’s Training Manual, Topic Three – Division of Corporation Finance (the “Staff Training
Manual”) are the principal sources of guidance and information for preparing pro forma financial information. In addition, Verizon reviewed other recent Form S-4 filings, including the registration statement filed by SBC Communications earlier
this year in connection with its merger with AT&T, for consistency and validation of its understanding of typical pro forma adjustments. Verizon also consulted with Ernst & Young LLP (“Ernst & Young”), Verizon’s
independent registered public accounting firm, on matters pertaining to the pro forma financial presentation, and, in particular, presentation of the potential downward purchase price adjustment.

 2

 Section 2(b)(6) of Article 11 of Regulation S-X provides that pro forma adjustments, such as the
specified liabilities purchase price adjustment, must be factually supportable. In addition, Section 2(b)(8) of Article 11 of Regulation S-X states that if a transaction is structured such that significantly different results may occur, additional
pro forma presentations, including sensitivity analyses, should be provided to give effect to the range of possible results.

 According to the Staff Training Manual, the objective of pro forma financial information is to illustrate only the “isolated and objectively
measurable (based on historically determined amounts) effects of a particular transaction while excluding effects that rely on highly judgmental estimates of how historical management practices and operating decisions may or may not have changed as
a result of that transaction.” The Staff Training Manual further describes pro forma adjustments as those that give effect to events that are “directly attributable to each specific transaction, factually supportable, and expected to have
a continuing impact.” Other items, including material nonrecurring charges (which treatment Verizon believes could result in the event there were a material charge to earnings) are not to be included in the pro forma income statements, but are
instead to be disclosed in a footnote and clearly indicated as not being included in the pro forma information.

 Verizon believes that pro forma financial information is also guided by the premise that a future transaction – in this case, a purchase transaction
– should be recorded using current information. Consequently, Verizon would apply Statement of Financial Accounting Standards No. 141 at acquisition. Paragraphs 25 to 27 of SFAS No. 141 describe situations in which purchase accounting is
affected by contingencies as to the amount of consideration paid, including situations in which amounts are placed in escrow pending resolution of disputes (which may eventually be returned to the transferor). Paragraph 26 of SFAS No. 141 indicates
that the contingency is not recorded at the close of the acquisition unless the outcome of the contingency is “determinable beyond a reasonable doubt.”

 Discussion

 Verizon believes that the amount of any purchase price adjustment related to the specified liabilities, as well as the amount of several other categories
of costs and benefits, including restructuring charges, potential cost savings and the impact of change in control and similar provisions, as described in Pre-Effective Amendment No. 4 to Verizon’s Registration Statement on Form S-4, at Note
2(5) to the pro forma financial information and on page 134, are not factually supportable from Verizon’s perspective for the purpose of preparing pro forma financial information, and are therefore not includable as adjustments to the pro forma
financial information. Verizon has disclosed the existence of these cost and benefit categories, as well as the fact that they are not reflected in the pro forma financial information. Verizon based this approach on its interpretation of the
guidance contained in the Staff Training Manual.

 3

 As a result of subsequent discussions with the Staff regarding Verizon’s Registration Statement on
Form S-4, Verizon enhanced the pro forma disclosure to include a sensitivity analysis, as well as information about significant assumptions. MCI also provided financial information related to recorded liabilities that correspond to the specific
liabilities categories as of December 31, 2004 and March 31, 2005 that provides additional context to the range of MCI’s estimated specified liabilities that could result in a purchase price adjustment from zero to $0.60 per MCI share. However,
Verizon remains of the view that any specific amount of purchase price adjustment, or any amount of adjustment in the range provided by MCI, would not, from Verizon’s perspective, be factually supportable for the purposes of preparing pro forma
financial information. Verizon did, however, disclose its reasons for believing that an estimated purchase price adjustment amount would not be factually supportable – principally because the merger agreement provides that MCI will determine
its estimate of the ultimate amount of the specified liabilities and present that determination to Verizon within 120 days prior to the closing of the merger. At that point, Verizon will determine, after discussions and negotiations with MCI,
whether it agrees with MCI’s estimate, and any disagreements will be resolved by an arbitrator. In order for Verizon to evaluate MCI’s estimate, it will need to perform significant, detailed analyses of highly complicated bankruptcy claims
and domestic and international tax matters, which MCI has performed over a period of months and years.

 Conclusion

 Given the authoritative guidance of Article 11 of SEC Regulation S-X and SFAS No. 141 (i.e., amount of contingency not beyond a reasonable doubt), as well
as the Staff’s interpretative guidance contained in the Staff Training Manual, Verizon continues to believe that any purchase price adjustment that might be determined by Verizon for the specified liabilities would not, from Verizon’s
perspective, be factually supportable at this time for the purpose of preparing pro forma financial information, and that the additional disclosure it has provided in this regard is intended to assist MCI’s stockholders in understanding of the
nature of this unusual contingency.

 Verizon has consulted with
Ernst & Young, and they believe Verizon’s interpretations and conclusions contained herein are reasonable and supportable.

 However, if the Staff, after considering the foregoing discussion, believes that additional disclosure is warranted, Verizon proposes to provide further
disclosure as follows:

 Developing an estimate of the
specified liabilities amount is a highly fact-intensive process. While MCI has informed Verizon that it has performed an extensive internal review in determining its estimate of the range of the amount of specified liabilities, Verizon has not, is
not required to and is not able to prepare an accurate estimate at this time. For this reason, Verizon has used a zero purchase price adjustment

 4

 for the specified liabilities in preparing the pro forma financial information. As of the date of this proxy statement
and prospectus, Verizon does not have information regarding the specified liabilities equivalent to that used by MCI to prepare its estimated range of specified liabilities.

 Verizon also proposes to insert a line item in the preliminary estimate of the purchase price table that highlights an
estimated downward adjustment, with zero attributed to this item, similar to the restructuring costs appearing on the following page.

 Additional clarifying language would also replace similar sections of text provided in our supplementary letter dated July 26, 2005. The attached markup
incorporates the proposed disclosure provided to the Staff on July 26, 2005, with changes proposed in this letter.

 * * * *

 We appreciate the opportunity to furnish the enclosed revised disclosure in advance of filing our amendment to the S-4. If you would like to discuss this letter or the enclosed revised disclosure, please contact the undersigned of Debevoise
& Plimpton LLP at (212) 909-6698 or Michael Kaplan of Davis Polk & Wardwell at (212) 450-4111.

Sincerely yours,

William D. Regner

 Enclosures

cc.:
Albert Pappas, Esq., Staff Attorney, SEC

 Marianne Drost,
Esq., Verizon Communications Inc.

 Jeffrey Rosen, Esq., Debevoise & Plimpton LLP

 Anastasia Kelly, Esq., MCI, Inc.

 Phillip
Mills, Esq., Davis Polk & Wardwell

 5

 NOTES TO UNAUDITED PRO FORMA CONDENSED

 CONSOLIDATED FINANCIAL STATEMENTS—Continued

 2. Purchase Price

 The following is a preliminary estimate of the purchase price for MCI:

(dollars and shares
in millions)

 Number of shares of MCI common stock estimated to be outstanding (1)

286.3

 Exchange ratio

.5743

 Number of shares of Verizon common stock issued to holders of
MCI common stock

164.4

 Multiplied by assumed price per share of Verizon common stock

$
35.52

$
5,839

 Estimated downward adjustment for specified liabilities

—

 Estimated transaction costs

60

 Estimated purchase price

$
5,899

  For the
purpose of this pro forma analysis, the above estimated purchase price has been allocated based on a preliminary estimate of the fair value of assets and liabilities to be acquired. There has been no downward adjustment assumed for the specified
liabilities in excess of $1,775 million as described in the merger agreement. This downward adjustment, if any, would be based on the excess of the specified liabilities over $1,775 million. However, the following sensitivity analyses have been
provided to reflect a range of potential pro forma financial results for the three months ended March 31, 2005 if there were a downward purchase price adjustment, recorded as an expense.

 Developing an estimate of the specified liabilities amount is a highly fact-intensive process. While MCI has informed
Verizon that it has performed an extensive internal review in determining its estimate of the range of the amount of specified liabilities, Verizon has not, is not required to and is not able to prepare an accurate estimate at this time. For this
reason, Verizon has used a zero purchase price adjustment for the specified liabilities in preparing the pro forma financial information. As of the date of this proxy statement and prospectus, Verizon does not have information regarding the
specified liabilities equivalent to that used by MCI to prepare its estimated range of specified liabilities.

 Adjustment to Special Cash Dividend

Amount of
Adjustment
Per MCI
Share

 (dollars in millions, except per share amounts)

 Amount of

 Adjustment

 Adjusted

 Special Cash Dividend

 Net Income

 Effect

 Per Diluted

 Share Effect

$    100

$.30

$
1,516

$
(52
)

$(.02)

200

.61

1,429

(104
)

  (.03)

300

.91

1,342

(156
)

(.05)

400

1.21

1,256

(208
)

(.07)

   500

1.52

1,169

(260
)

  (.09)

1,000

3.03

735

(521
)

  (.17)

 For the information in
the preceding table, since the unaudited pro forma condensed consolidated statement of income for the three months ended March 31, 2005 was prepared as if the merger had occurred on January 1, 2004 and the unaudited pro forma condensed consolidated
balance sheet was prepared as if the merger had occurred on March 31, 2005, and since the special cash dividend had not been paid by MCI as of those dates, the unaudited condensed consolidated pro forma financial information assumes the amount of
the special cash dividend is paid as cash merger consideration.

 Adjustment
to Stock Purchase Price

Amount of
Adjustment Per
MCI Share

 (dollars in millions, except per share amounts)