SecProbe.io

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                     SIDLEY AUSTIN BROWN & WOOD LLP

 BEIJING                    787 SEVENTH AVENUE                  LOS ANGELES
                         NEW YORK, NEW YORK 10019
 BRUSSELS                 TELEPHONE 212 839 5300                  NEW YORK
                          FACSIMILE 212 839 5599
 CHICAGO                      www.sidley.com                   SAN FRANCISCO

  DALLAS                       FOUNDED 1866                       SHANGHAI

  GENEVA                                                         SINGAPORE

HONG KONG                                                          TOKYO

  LONDON                                                      WASHINGTON, D.C.

                                                                  CONFIDENTIAL
                                                                  ------------

                                August 2, 2005

VIA ELECTRONIC FILING

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attention:  Division of Corporation Finance

           Re:      MCI, Inc.
                    Revised preliminary proxy statement filed on Schedule 14A
                    Filed on July 26, 2005 by Deephaven Capital Management LLC
                    File No. 1-10415

Ladies and Gentlemen:

          On behalf of our client Deephaven Capital Management LLC
("Deephaven"), transmitted herewith for filing with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), is a third amendment (the "Proposed
Amendment No. 3") to Deephaven's preliminary proxy statement on Schedule 14A
as amended on July 15, 2005 and July 26, 2005 (collectively, the "Preliminary
Proxy Statement"), including the annexes thereto. The Proposed Amendment No. 3
is marked to indicate revisions from the Preliminary Proxy Statement as filed
with the Commission on July 26, 2005.

          The comments set forth below were provided by the Commission's staff
(the "Staff") to us as special counsel to Deephaven by letter dated August 1,
2005 (the "Comments"). We have provided the Staff's Comments to
representatives of Deephaven and have set forth Deephaven's responses below.
Unless otherwise indicated, all page references in the Comments are to the
Preliminary Proxy Statement and all page references in the responses to the
Comments

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United States Securities and Exchange Commission
Attention:  Division of Corporation Finance
August 2, 2005
Page 2

are to the Proposed Amendment No. 3. Unless otherwise indicated,
defined terms used herein have the meanings set forth in the Proposed
Amendment No. 3.

General
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Background of the Decision to Oppose the Proposed Merger, page 1
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1.   SEC Comment: It does not appear that you have added the section title you
     have referenced in your response to prior comment 1. Please add the
     section title after the second paragraph.

          Response: In response to the Staff's comment, Deephaven has added
          the section title "Background of Deephaven's Contacts and
          Relationships with Other Parties" on page 1 of the Proposed
          Amendment No. 3.

2.   SEC Comment: We note the disclosure you have added in response to prior
     comment 2. In particular, we note your disclosure that "[t]o the extent
     there is any benefit or detriment to the holders of MCI common stock as a
     result of the outcome of the vote regarding the potential MCI-Verizon
     merger, Deephaven would benefit or be harmed ratably with other MCI
     stockholders." Please also disclose that Deephaven nevertheless may
     profit from its positions in, for example, Verizon even if MCI's stock
     price falls. Alternatively, please revise to remove the last sentence of
     this new paragraph as it mitigates the point of this disclosure which is
     to indicate that your interests may differ from those of other MCI
     shareholders.

          Response: In response to the Staff's comment, Deephaven has added the
          disclosure on page 2 of the Proposed Amendment No. 3.

                                     * * *

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United States Securities and Exchange Commission
Attention:  Division of Corporation Finance
August 2, 2005
Page 3

          Please direct any questions or further communications relating to
these filings to the undersigned at (212) 839-5838 or, alternatively, Lori
Anne Czepiel at (212) 839-8768 or Scott Freeman at (212) 839-7358. Thank you
for your consideration of this filing.

                                                        Very truly yours,

                                                        /s/ Janet E. Miller

                                                        Janet E. Miller

cc:      Michele Anderson
         Legal Branch Chief
         Division of Corporation Finance
         United States Securities and Exchange Commission

         Albert Pappas
         Division of Corporation Finance
         United States Securities and Exchange Commission

         Mara Ransom
         Special Counsel, Office of Mergers and Acquisitions
         Division of Corporation Finance
         United States Securities and Exchange Commission

         Lori Anne Czepiel
         Sidley Austin Brown & Wood LLP

         Scott Freeman
         Sidley Austin Brown & Wood LLP
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