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Correspondence

Robert J. Barish

One Verizon Way, 4th Floor

Senior Vice President and Controller

Basking Ridge, NJ 07920

Tel:       (908) 559-1629

Fax:      (908) 766-5725

robert.barish@verizon.com

 July 22, 2011

 Larry Spirgel

 Assistant Director

 Division of Corporation Finance

 U. S. Securities and Exchange Commission

Mail Stop 3720

 Washington, D.C. 20549

Re:

Verizon Communications Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

 Filed February 28, 2011

 File No. 001-08606

 Dear Mr. Spirgel:

 We have received your comment letter dated June 28, 2011, and the following represents our response to your comments. For your ease of reference, we have included your comments below and have
provided our responses after each comment.

 Definitive Proxy Statement Incorporated by Reference Into Part III

Compensation Discussion and Analysis, page 30

 2008 PSU Awards Earned in 2010, page 44

1.
We note that Mr. Seidenberg received a $13.8 million discretionary award in addition to payment of 100% of the number of PSU’s awarded for the 2008-2010
performance cycle. We also note that he received a similar discretionary award in 2007 and 2009. However, these discretionary payments were not disclosed in your summary compensation table. Although performance measures were considered as part of
the Board’s review in 2010, we particularly note that neither of the two objective measures (revenue and earnings growth) were met. Please advise why these discretionary payments should not be considered bonuses and disclosed in the summary
compensation table. In your response, please consider Compliance and Disclosure Interpretation 119.02, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

 We respectfully advise the Staff that Mr. Seidenberg’s awards in question were “equity
incentive plan” awards within the meaning of Item 402 of Regulation S-K (“Item 402”). Item 402(a)(6)(iii) defines an “equity incentive plan” as “an incentive plan or portion of an incentive plan under which
awards are granted that fall within the scope of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, as modified or supplemented (“FAS 123R”).” As we
describe more fully in our response to comment 3 below, we account for the awards in question under Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC 718”), which has replaced FAS 123R.

In accordance with Instruction 3 to Item 402(c)(2)(v) and (vi), the value of the 2008-2010 PSU award at the grant date (based upon the probable
outcome of the specified performance conditions to which such award was subject) has been included in Mr. Seidenberg’s compensation for the corresponding year of grant under the “Stock Awards” column of the Summary Compensation
Table included in the 2011 Definitive Proxy Statement. Also in accordance with that Instruction, the value of such award, determined at the grant date assuming that the highest level of performance conditions will be satisfied, was included in a
footnote to the Summary Compensation Table included in the 2011 Definitive Proxy Statement. The grant-date values of the awards in the prior years referenced by the Staff were disclosed in the Summary Compensation Table and related footnotes in the
applicable Definitive Proxy Statements in accordance with Item 402 as it was in effect at such times.

 We believe that the compensation
related to Mr. Seidenberg’s PSU awards has been properly reported under Item 402 because (i) the awards in question were equity incentive plan awards within the meaning of Item 402, (ii) as disclosed in the applicable
Definitive Proxy Statements, the awards were based on specified performance conditions, as defined in ASC 718-10-20, related to the achievement of strategic initiatives of the Company, (iii) the ultimate number of PSUs that vested was
determined within the framework of the original terms of the awards by both the Human Resources Committee of the Board of Directors (the “Committee”) and the independent members of the Board, and (iv) the related grant-date value of
the awards was determined and presented in accordance with Instruction 3 to Item 402(c)(2)(v) and (vi) (and, in the case of the 2005-2007 PSU award, in accordance with Item 402 as it was in effect at such time).

We note that the Staff’s Compliance and Disclosure Interpretation 119.02 applies in the context of a discretionary cash bonus and/or non-equity
incentive plan. As described above, the awards in question to Mr. Seidenberg were not discretionary cash bonuses or non-equity incentive plan awards, but equity incentive plan awards within the meaning of Item 402 that have, in our view,
been presented in accordance with the applicable Item 402 instructions.

 Potential Payments Upon Change in Control, page 55

2.
You state that “[i]f a named executive officer’s employment terminates as a result of an involuntary termination without cause, or his or her death,
disability or retirement, all then-unvested RSUs will vest and all then-unvested PSUs will vest at

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target level performance.” The chart on the bottom of page 55 suggests that this statement was made outside the context of a change of control. Our review of the “Verizon Communications
Inc. Long-Term Incentive Plan Performance Stock Unit Agreement 2010-12 Award Cycle” (Exhibit 10a to the March 31, 2010 Form 10-Q) indicates, however, that, while the PSUs awarded in 2010 would vest upon the above described triggering
events, the eventual payout would depend on actual company performance during the 2010-2012 term, not “target level performance.” Please advise.

 As you note (and as we described in footnote 3 to the discussion of Mr. Killian’s Retirement on page 56 of the 2011 Definitive Proxy Statement), the terms of the 2010 PSUs provide that, in the
event of the award recipient’s retirement after June 30, 2010, involuntary termination without “Cause” on or before December 31, 2012, or termination due to death or “Disability” on or before December 31,
2012, the then-unvested PSUs subject to the award will continue to be eligible to vest based on actual performance during the applicable performance period (2010-2012 in the case of the 2010 PSUs). We estimated, as of December 31, 2010, that if
one of these events occurred with respect to the holder of 2010 PSUs, the likely payout of the 2010 PSUs would be the number of PSUs subject to the holder’s award (i.e., the targeted level). Accordingly, in the introduction to the table
at the bottom of page 55 in the 2011 Definitive Proxy Statement, we noted that the award calculations were made “using the total number of units (including accrued dividend equivalents) on December 31, 2010 . . .” In future filings,
we will further clarify that the vesting of the 2010 PSUs in these circumstances remains subject to actual performance over the applicable performance period and that the amounts reflected in the corresponding table are presented at an assumed
performance level equal to the number of PSUs subject to the holder’s award (or a greater or lesser amount if, as of the last day of the applicable fiscal year, we reasonably expect that the actual payment of the awards will be materially
greater or lesser than the number of PSUs subject to the award).

 Annual Report to Shareowners for the fiscal year ended
December 31, 2010 Incorporated by Reference Into Part IV

 Notes to Consolidated Financial Statements, page 46

 Note 11: Stock-Based Compensation, page 60

 Long-Term Incentive Plan - Performance Stock Units (PSUs), page 60

3.
Please refer to the Company’s “Long-Term Incentive Plan Performance Stock Unit Agreement” and the related “Form of Addendum” (collectively,
“the agreements”) for the 2008-2010 award cycle, which you included as exhibits to your Form 10-Q for the quarter ended March 31, 2008. An award granted in accordance with the terms of these agreements appears to consist of two
components, as follows:

a.
First Component – the Human Resources Committee of the Board of Directors (the “Committee”) grants a fixed number of PSUs on the grant date of the
award, with the amount payable based on the total

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shareholder return (“TSR”) of Verizon’s common stock during the specified three-year award cycle relative to the total shareholder return of the Related Dow Peers during the same
three-year period.

b.
Second Component – the Committee has the sole discretion to determine whether the participant is entitled to an additional payout and the size of any such
payout based on the achievement during the award cycle of certain “strategic initiatives,” as described in paragraph 3 of the “Form of Addendum,” and whose payout is subject to a ceiling amount, as described in paragraph 4 of the
“Form of Addendum.”

 Please describe in reasonable detail your accounting treatment for each of
these two components, and identify the accounting standard(s) you are applying. Your response should include (but not be limited to) the following matters:

a.
For each component, describe how you considered ASC 718-10-15-3(a) in determining whether it is within the scope of ASC 718.

b.
If the Second Component is within the scope of ASC 718, describe how you applied 718-10-25-5 in determining its grant date.

c.
If your accounting treatment differs for each of these two components, explain why. If your accounting treatment is the same for each of these two components,
explain why.

d.
Describe any alternative accounting treatment you considered for each component and the rationale for not applying it.

e.
Explain your methodology for determining the fair value of the award liability attributable to each component at the end of each reporting period.

f.
If the Second Component was accounted for under ASC 718, explain how you determined whether or not the “strategic initiatives” related to that Component
constituted “performance conditions” under ASC 718-10-20.

g.
In connection with (f) above, explain if/how you applied ASC 718-10-25-20 for the Second Component.

h.
For any given three-year award cycle, provide details if you executed the Long-Term Incentive Plan Performance Stock Unit Agreement and the related Addendum on
different dates.

 Verizon entered into a Long-Term Incentive Award Performance Stock Unit Agreement for the 2008-2010 award
cycle (“2008-2010 Agreement”) with approximately 3,236 employees. The

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only employee to receive the Addendum to that Agreement was the Chairman and CEO. Verizon accounts for the performance stock unit award granted under the 2008-2010 Agreements, including the
Addendum (“2008-2010 PSU Award”), pursuant to ASC 718.

 ASC 718-10-15-3(a) states that the guidance in ASC 718 applies to all
share-based payment transactions in which an entity acquires employee services by incurring liabilities to an employee that meet the condition that the amounts are based, at least in part, on the price of the entity’s shares or other equity
instruments. We determined that the 2008-2010 PSU Award, including both “components” referenced by the Staff, is within the scope of ASC 718 as (i) it becomes payable based, in part, on how the total shareholder return
(“TSR”) of Verizon’s common stock ranks relative to the TSR of the Related Dow Peers during the specified three-year award cycle, and (ii) the ultimate cash settlements are determined based on (and limited by) amounts that are
directly linked to the closing stock price of Verizon’s common stock on the last day of the three-year award cycle. Accordingly, we believe the 2008-2010 PSU Award, including both “components” referenced by the Staff, meet the
condition that the amounts are based, in part, on the price of the Company’s shares and, therefore, are within the defined scope of ASC 718. Therefore, in our accounting treatment of the 2008-2010 PSU Award, we do not distinguish between what
the Staff has identified as the “First Component” and the “Second Component.”

 We do not believe there are any alternative
accounting treatments that would be appropriate for determining the expense for the 2008-2010 PSU Award.

 Vesting of the
2008-2010 PSU Award, including the portion of the Chairman and CEO’s award that is subject to the Addendum, is subject to service and market conditions, including (i) the employee must continue to render services for the Company for the
three-year award cycle or become entitled to accelerated vesting, and (ii) Verizon’s relative TSR for the three-year award cycle must rank at least 25th out of the 34 Related Dow Peers. If these conditions are not satisfied, the 2008-2010 PSU Award, including the portion
of the Chairman and CEO’s award that is subject to the additional performance conditions set forth in the Addendum, is forfeited. It is our view that the strategic initiatives set forth in the Addendum constitute “performance
conditions” as defined in ASC 718-10-20 because they (i) affect the amount of the ultimate award, (ii) relate to an employee rendering service for a specified period of time, and (iii) are based on the individual’s ability
to achieve specified performance targets that are defined solely by reference to our own operations or activities. With respect to Mr. Seidenberg’s award, the Committee and independent members of the Board make a determination as to the
achievement of the performance conditions at the end of the three year service period and exercise discretion to adjust the number of units awarded based on the assessed achievement.

 The 2008-2010 PSU Award was accounted for by expensing the fair value of the aggregate award over the appropriate vesting period. ASC 718-10-25-20 was applied for the performance conditions of the
Chairman and CEO’s PSU award, and compensation cost related to the performance conditions was accrued when it was determined to be probable that one or more of the performance conditions would be achieved and a discretionary adjustment to the
PSU award would be made.

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 In accordance with ASC 718-10-25-5, we determined the grant date of the 2008-2010 PSU Award to be the date
that the Committee and the independent members of the Board approved the award in the first quarter of 2008. As required by that paragraph, the award was a unilateral grant, and the key terms and conditions, including those contained in the Addendum
that was specific to the Chairman and CEO, were communicated to the individual recipients within a relatively short time period from the date of approval in accordance with Verizon’s customary human resources practices. In order to receive the
grant, employees were required to accept the 2008-2010 Agreement and, in the case of the Chairman and CEO, the Addendum by a specified date.

In determining the fair value of the award liability at the end of each reporting period, we utilize the fair value measurement and valuation guidance
contained in ASC 718-10-55. The fair value is measured at the end of each reporting period utilizing the pertinent inputs and assumptions, including the current share price of Verizon’s common stock and Verizon’s TSR position relative to
the Related Dow Peers.

4.
Referring to the Company’s “Long-Term Incentive Plan Performance Stock Unit Agreement” for the 2008-2010 award cycle, please explain the purpose of
the following provisions and their impact on your accounting treatment for the PSUs:

a.
Paragraph 5(b)(2)(ii) states, in part, “The Committee retains the discretion to determine the Verizon Vested Percentage and the Verizon Relative TSR Position
for any period…”

b.
Paragraph 5(b)(2)(iii) states, in part, “The Committee retains the discretion to determine and to change the Measurement Periods which shall be used to
calculate TSRs for the Award Cycle, both before and during the Award Cycle.”

 The purpose of the provisions you re