SecProbe.io

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 Verizon Communications Inc.
 1095 Avenue of the Americas
 New York, New York 10036 VIA EDGAR
 November 20, 2025 Securities and Exchange
Commission 100 F Street, N.E. Washington, D.C. 20549
 Attn: Division of Corporation Finance

 Re:
 Verizon Communications Inc.
 Registration Statement on Form S-4 (File No. 333-290683)
 Ladies and Gentlemen: With respect to the above-referenced
registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission
accelerate the effective date of the Registration Statement so that it is declared effective at 10:00 a.m. (Eastern Time) on November 24, 2025, or as soon as practicable thereafter.
 Please contact Will Clark, Counsel, at the Registrant at (212) 519-4086 as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 VERIZON COMMUNICATIONS INC.

 By:

 /s/ William L. Horton, Jr.

 Name:

 William L. Horton, Jr.

 Title:

 Senior Vice President, Deputy General Counsel
and Corporate Secretary

 cc:
 Will Clark
 Verizon

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 Verizon Communications Inc.
 1095 Avenue of the Americas New York, New York 10036
 212.395.1000 October 2, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

   

 Re:

 Verizon Communications Inc. Registration Statement on Form S-4
 (File No. 333- 290683), filed on October 2, 2025
 Ladies and Gentlemen:
 On October 2, 2025, Verizon Communications Inc. (the “ Issuer ”) filed with the Securities and Exchange Commission (the
“ Commission ”) a registration statement (File No. 333-290683) (the “ Registration Statement ”) on Form S-4 under the Securities Act of 1933, as amended (the
“ Securities Act ”). The Registration Statement registers $2,161,606,000 aggregate principal amount of the Issuer’s new 5.401% Notes due 2037 (the “ Exchange Notes ”) to be exchanged in an exchange offer for a
like principal amount of the Issuer’s outstanding 5.401% Notes due 2037 (the “ Initial Notes ”) (such exchange offer, the “ Exchange Offer ”). We are submitting this letter in order to inform you that the
Issuer is registering the Exchange Offer in reliance on the position of the staff of the Commission (the “ Staff ”) stated in the Exxon Capital Holdings Corporation ,
 SEC No-Action Letter (available May 13, 1988) (the “ Exxon Capital Letter ”), Morgan Stanley & Co. Incorporated , SEC No-Action Letter (available June 5, 1991) (the “ Morgan Stanley Letter ”) and Shearman & Sterling ,
 SEC No-Action Letter (available July 2, 1993) (the “ Shearman & Sterling Letter ”). In connection with the filing of the Registration
Statement and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows: The Issuer has
not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer following completion of the Exchange Offer, and to the best of the Issuer’s information and belief, each
person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the
Exchange Offer. In this regard, the Issuer will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any securityholder using the Exchange Offer to participate in a distribution
of the Exchange Notes to be acquired in the Exchange Offer (i) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (ii) must
comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, and be identified as an underwriter in any such prospectus. The Issuer acknowledges that such a secondary resale
transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

 The Issuer will also include in the letter of transmittal to be executed by each person
participating in the Exchange Offer (the “ Letter of Transmittal ”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the Initial Notes represents to the Issuer that (i) it is not an
affiliate of the Issuer, or if an affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes, (ii) the
Exchange Notes will be acquired in the ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes to be received in the Exchange Offer.
 With respect to any broker-dealer participating in the Exchange Offer with respect to the Initial Notes acquired for its own account as a
result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the Exchange Notes. In
addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any broker-dealer who holds Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such
Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 2

 Very truly yours,

 VERIZON COMMUNICATIONS INC.

 /s/ William L. Horton, Jr.

 Name: William L. Horton, Jr.

 Title:  Senior Vice President, Deputy General Counsel &
 Corporate Secretary

 3

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 Verizon Communications Inc.
 1095 Avenue of the Americas
 New York, New York 10036 VIA EDGAR
 April 4, 2025 Securities and Exchange
Commission 100 F Street, N.E. Washington, D.C. 20549
 Attn: Mr. Jeff Kauten, Staff Attorney

 Re:
 Verizon Communications Inc.
 Registration Statement on Form S-4, as amended (File
 No. 333-283664) Dear Mr. Kauten:
 With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission accelerate the effective date of the Registration Statement so that it is declared effective at 10:00 a.m. (Eastern Time) on
April 8, 2025, or as soon as practicable thereafter. Please contact Will Clark, Counsel, at the Registrant at (212)
 519-4086 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 VERIZON COMMUNICATIONS INC.

 By: .

 /s/ William L. Horton, Jr.

 Name:

 William L. Horton, Jr.

 Title:

 Senior Vice President, Deputy General

 Counsel and Corporate Secretary

 cc:
 Karrie E. Schweikert
 Verizon

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 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 VIA EDGAR

 February 20, 2025

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Jeff Kauten, Staff Attorney

Re:
 Verizon Communications Inc.

Registration Statement on Form S-4, as amended (File No. 333-283664)

Request for Acceleration

 Dear Mr. Kauten:

Reference is made to that certain request for acceleration of the above-referenced Registration Statement filed as correspondence via EDGAR by Verizon
Communications Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on February 19, 2025 (the “Acceleration Request”).

The Registrant is no longer requesting that such Registration Statement be declared effective at 9:00 a.m. (Eastern Time) on February 24, 2025.

The Registrant hereby respectfully requests that the Commission withdraw the Acceleration Request and that it not declare the Registration Statement effective
until such time as the Registrant shall submit a new request to accelerate the Registration Statement pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended.

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

/s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

 Senior Vice President, Deputy General

Counsel and Corporate Secretary

cc:
 Karrie E. Schweikert

Verizon

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 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 VIA EDGAR

 February 19, 2025

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Jeff Kauten, Staff Attorney

Re:
 Verizon Communications Inc.

 
 Registration Statement on Form S-4, as amended (File No. 333-283664)

 Dear Mr. Kauten:

With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission accelerate the effective date of the Registration Statement so that it is declared effective at 9:00 a.m. (Eastern Time) on
February 24, 2025, or as soon as practicable thereafter.

 Please contact Will Clark, Counsel, at the Registrant at (212) 519-4086 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

 Senior Vice President, Deputy General

Counsel and Corporate Secretary

cc:
 Karrie E. Schweikert

 
 Verizon

December 9, 2024
Caroline Armour
Senior Vice President and Treasurer
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036
Re:Verizon Communications Inc.
Registration Statement on Form S-4
Filed December 6, 2024
File No. 333-283664
Dear Caroline Armour:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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 Verizon Communications Inc.

1095 Avenue of the Americas

 New York, New York 10036

 212.395.1000

 December 6, 2024

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Verizon Communications Inc. Registration Statement on Form S-4

 (File No. 333-283664), filed on December 6, 2024

Ladies and Gentlemen:

 On December 6, 2024,
Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-283664) (the “Registration Statement”) on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registers $2,191,082,000 aggregate principal amount of the Issuer’s new
4.780% Notes due 2035 (the “Exchange Notes”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 4.780% Notes due 2035 (the “Initial Notes”) (such exchange offer, the
“Exchange Offer”). We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offer in reliance on the position of the staff of the Commission (the “Staff”) stated in
the Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co.
Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling,
SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the filing of the Registration Statement
and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

 The Issuer has not entered
into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer following completion of the Exchange Offer, and to the best of the Issuer’s information and belief, each person
participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange
Offer. In this regard, the Issuer will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any securityholder using the Exchange Offer to participate in a distribution of the
Exchange Notes to be acquired in the Exchange Offer (i) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (ii) must comply with
registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, and be identified as an underwriter in any such prospectus. The Issuer acknowledges that such a secondary resale transaction
should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

 The Issuer will also include in the letter of transmittal to be executed by each person
participating in the Exchange Offer (the “Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the Initial Notes represents to the Issuer that (i) it is not an
affiliate of the Issuer, or if an affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes, (ii) the
Exchange Notes will be acquired in the ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes to be received in the Exchange Offer.

With respect to any broker-dealer participating in the Exchange Offer with respect to the Initial Notes acquired for its own account as a
result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the Exchange Notes. In
addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any broker-dealer who holds Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such
Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

Very truly yours,

 VERIZON COMMUNICATIONS INC.

/s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel & Corporate Secretary

3

United States securities and exchange commission logo
March 7, 2023
Matthew D. Ellis
Executive Vice President and Chief Financial Officer
Verizon Communications, Inc.
1095 Avenue of the Americas
New York, NY 10036
Re:Verizon Communications Inc.
Form 10-K for the Year Ended December 31, 2022
Filed February 10, 2023
File No. 001-08606
Dear Matthew D. Ellis:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Horton

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Document

1095 Avenue of the Americas  Anthony T. Skiadas

New York, New York 10036  Senior Vice President and Controller

  tony.skiadas@verizon.com

  Tel: (908) 559-5741

March 6, 2023

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

Attention:

  Kathryn Jacobson

  Robert Littlepage

Re:     Verizon Communications Inc.

Form 10-K for the Year Ended December 31, 2022

Filed February 10, 2023

Form 8-K filed January 24, 2023

File No. 001-08606

Dear Ms. Jacobson and Mr. Littlepage:

We have received your comment letter dated February 27, 2023, and the following represents our response to your comment.  For your ease of reference, we have included your comment below followed by our response.

Form 8-K filed January 24, 2023

Exhibit 99.1

Non-GAAP Reconciliations - Consolidated Verizon

Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio, page 16

1.      We note your disclosure of the non-GAAP measure, Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio. In future filings, please show the ratio as calculated using the most directly comparable GAAP financial measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and further guidance under footnote 27 to Exchange Act Release No. 47226.

Verizon Communications Inc. acknowledges the Staff’s comment and confirms that in future filings that disclose Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio it will also include the ratio as calculated using the most directly comparable GAAP financial measures.

Verizon Communications Inc.   File No. 001-08606

March 6, 2023

  Page 2 of 2

* * * * *

If the Staff has any questions regarding this response, you may contact me at (908) 559-5741.

Sincerely,

/s/ Anthony T. Skiadas                      .

Anthony T. Skiadas

Senior Vice President and Controller

cc:   Mr. Matthew D. Ellis

    Mr. William L. Horton, Jr.

    Ms. Mary-Lee Stillwell

United States securities and exchange commission logo
February 27, 2023
Matthew D. Ellis
Executive Vice President and Chief Financial Offider
Verizon Communications, Inc.
1095 Avenue of the Americas
New York, NY 10036
Re:Verizon Communications Inc.
Form 10-K for the Year Ended December 31, 2022
Filed February 10, 2023
Form 8-K filed January 24, 2023
File No. 001-08606
Dear Matthew D. Ellis:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K filed January 24, 2023
Exhibit 99.1
Non-GAAP Reconciliations - Consolidated Verizon
Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio, page 16
1.We note your disclosure of the non-GAAP measure, Net Unsecured Debt to Consolidated
Adjusted EBITDA Ratio. In future filings, please show the ratio as calculated using the
most directly comparable GAAP financial measures.  Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and further guidance under footnote 27 to Exchange Act Release No.
47226.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameMatthew D. Ellis
 Comapany NameVerizon Communications, Inc.
 February 27, 2023 Page 2
 FirstName LastName
Matthew D. Ellis
Verizon Communications, Inc.
February 27, 2023
Page 2
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Horton

United States securities and exchange commission logo
October 4, 2022
Hans Vestberg
Chief Executive Officer
Verizon Communications Inc.
1095 Avenue of the Americas, 8th Floor
New York, New York 10036
Re:Verizon Communications Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 28, 2022
File No. 001-08606
Dear Hans Vestberg:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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CORRESP

 Verizon Communications Inc.

 1095
Avenue of the Americas

 New York, New York 10036

 William L. Horton, Jr.

 Senior Vice
President, Deputy General

 Counsel and Corporate Secretary

 September 13, 2022

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attention:  Jennifer
 Gowetski

 Amanda Ravitz

Re:

Verizon Communications Inc.

Definitive Proxy Statement on Schedule 14A

Filed March 28, 2022

File No. 001-08606

 Dear Mses. Gowetski and Ravitz:

We have received your comment letter dated September 2, 2022, and the following represents our response to your comments. For your ease of reference, we
have included your comments below followed by our response.

 Definitive Proxy Statement

General

1.
 Please expand your discussion of the reasons you believe that your leadership structure is appropriate,
addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of your Independent Lead Director is brought to bear in connection with your board’s role in risk oversight.

2.
 Please expand upon the role that your Independent Lead Director plays in the leadership of the board. For
example, please enhance your disclosure to address whether or not your Independent Lead Director may:

•

 represent the board in communications with shareholders and other stakeholders;

•

 require board consideration of, and/or override your CEO on, any risk matters; or

•

 provide input on design of the board itself.

3.
 Please expand upon how your board administers its risk oversight function. For example, please disclose:

•

 whether you consult with outside advisors and experts to anticipate future threats and trends, and how often
you re-assess your risk environment;

•

 to whom the Chief Compliance Officer reports; and

•

 how your risk oversight process aligns with your disclosure controls and procedures.

 September 13, 2022

Page 2 of 2

 Verizon Communications Inc. acknowledges the Staff’s comments and confirms that it will expand its
disclosures included in the Company’s Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders and in applicable future filings consistent with the Staff’s comments.

*        *        *
 *        *

 Correspondence regarding this letter may be directed to the attention of the undersigned at
william.horton@verizon.com. In addition, you may contact me at (212) 395-1014.

Sincerely,

/s/ William L. Horton, Jr.

William L. Horton, Jr.

 Senior Vice President, Deputy General Counsel

    and Corporate Secretary

 cc: Hans Vestberg

United States securities and exchange commission logo
September 2, 2022
Hans Vestberg
Chief Executive Officer
Verizon Communications Inc.
1095 Avenue of the Americas, 8th Floor
New York, New York 10036
Re:Verizon Communications Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 28, 2022
File No. 001-08606
Dear Mr. Vestberg:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 28, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances.  In your discussion,
please also address how the experience of your Independent Lead Director is brought to
bear in connection with your board’s role in risk oversight.
2.Please expand upon the role that your Independent Lead Director plays in the leadership
of the board. For example, please enhance your disclosure to address whether or not your
Independent Lead Director may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

 FirstName LastNameHans Vestberg
 Comapany NameVerizon Communications Inc.
 September 2, 2022 Page 2
 FirstName LastName
Hans Vestberg
Verizon Communications Inc.
September 2, 2022
Page 2
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•to whom the Chief Compliance Officer reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
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 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 VIA EDGAR

 March 29, 2022

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Jeff Kauten, Staff Attorney

Re:
 Verizon Communications Inc.

Registration Statement on Form S-4, as amended (File
No. 333-262143)

 Dear Mr. Kauten:

With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission accelerate the effective date of the Registration Statement so that it is declared effective at 9:00 a.m. (Eastern Time) on
March 31, 2022, or as soon as practicable thereafter.

 Please contact Paul Hartzel, Associate General Counsel, at the Registrant at (908) 559-2738 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

 /s/ William L. Horton, Jr.

 Name:  William L. Horton, Jr.

 Title:   Senior Vice President, Deputy General Counsel and Corporate
Secretary

cc:
 Jan Woo, Legal Branch Chief

Securities and Exchange Commission

Karrie E. Schweikert

 Verizon

United States securities and exchange commission logo
January 14, 2022
Hans E. Vestberg
Chief Executive Officer
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036
Re:Verizon Communications Inc.
Registration Statement on Form S-4
Filed January 13, 2022
File No. 333-262143
Dear Mr. Vestberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology

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CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

 New York, New York 10036

 212.395.1000

 January 13, 2022

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Re:
   Verizon Communications Inc. Registration Statement on Form S-4

(File No. 333-262143), filed on January 13, 2022

Ladies and Gentlemen:

 On January 13, 2022,
Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-262143) (the
“Registration Statement”) on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registers $4,663,835,000
aggregate principal amount of the Issuer’s new 2.355% Notes due 2032 (the “Exchange Notes”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 2.355% Notes due 2032 (the
“Initial Notes”) (such exchange offer, the “Exchange Offer”). We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offer in reliance on the position of the staff of the
Commission (the “Staff”) stated in the Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital
Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman &
Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the filing of the
Registration Statement and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

 The
Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer following completion of the Exchange Offer, and to the best of the Issuer’s information and
belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be
received in the Exchange Offer. In this regard, the Issuer will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any securityholder using the Exchange Offer to participate
in a distribution of the Exchange Notes to be acquired in the Exchange Offer (i) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and
(ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, and be identified as an underwriter in any such prospectus. The Issuer acknowledges that such a
secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the
Securities Act.

 The Issuer will also include in the letter of transmittal to be executed by each person
participating in the Exchange Offer (the “Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the Initial Notes represents to the Issuer that (i) it is not an
affiliate of the Issuer, or if an affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes, (ii) the
Exchange Notes will be acquired in the ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes to be received in the Exchange Offer.

With respect to any broker-dealer participating in the Exchange Offer with respect to the Initial Notes acquired for its own account as a
result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the Exchange Notes. In
addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any broker-dealer who holds Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such
Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

Very truly yours,

VERIZON COMMUNICATIONS INC.

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel & Corporate Secretary

3

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 VIA EDGAR

 April 1, 2021

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Mitchell Austin, Staff Attorney

Re:
 Verizon Communications Inc.

 Registration Statement on Form S-4, as amended (File No. 333-252354)

 Dear Mr. Austin:

With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission accelerate the effective date of the Registration Statement so that it is declared effective at 9:00 a.m. (Eastern Time) on
April 5, 2021, or as soon as practicable thereafter.

 Please contact Paul Hartzel, Associate General Counsel, at the Registrant at (908) 559-2738 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

/s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

 Senior Vice President, Deputy General

Counsel and Corporate Secretary

cc:
 Jan Woo, Legal Branch Chief

 Securities and Exchange Commission

 David Lopez

 Cleary Gottlieb Steen & Hamilton LLP

United States securities and exchange commission logo
January 27, 2021
Hans E. Vestberg
Chief Executive Officer
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Re:Verizon Communications Inc.
Registration Statement on Form S-4
Filed January 22, 2021
File No. 333-252354
Dear Mr. Vestberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

 New York, New York 10036

 212.395.1000

 January 22, 2021

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Verizon Communications Inc. Registration Statement on Form S-4

 (File No. 333-252354), filed on January 22, 2021

Ladies and Gentlemen:

 On January 22, 2021,
Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-252354) (the
“Registration Statement”) on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registers (i) $1,147,439,000
aggregate principal amount of the Issuer’s new 1.680% Notes due 2030 (the “Exchange Notes due 2030”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 1.680% Notes due 2030 (the
“Initial Notes due 2030”) and (ii) $4,499,992,000 aggregate principal amount of the Issuer’s new 2.987% Notes due 2056 (the “Exchange Notes due 2056” and, together with the Exchange Notes due 2030, the
“Exchange Notes”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 2.987% Notes due 2056 (the “Initial Notes due 2056” and, together with the Initial Notes due 2030,
the “Initial Notes”) (collectively, the “Exchange Offers”). We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offers in reliance on the position of the staff of the
Commission (the “Staff”) stated in the Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital
Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman &
Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the filing of the
Registration Statement and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

 The
Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offers following completion of the Exchange Offers, and to the best of the Issuer’s information and
belief, each person participating in either of the Exchange Offers is acquiring the relevant Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange
Notes to be received in the Exchange Offers. In this regard, the Issuer will make each person participating in the Exchange Offers aware (through the prospectus for the Exchange Offers or otherwise) that any securityholder using the Exchange Offers
to participate in a distribution of the Exchange Notes to be acquired in the Exchange Offers (i) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar
letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, and be identified as an underwriter in any such prospectus. The Issuer acknowledges
that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507
of Regulation S-K under the Securities Act.

 The Issuer will also include in the letter of transmittal to be executed by each person
participating in the Exchange Offers (the “Letter of Transmittal”) disclosure that, by accepting either of the Exchange Offers, each holder (including any broker-dealer) of the Initial Notes represents to the Issuer that (i) it
is not an affiliate of the Issuer, or if an affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes,
(ii) the Exchange Notes will be acquired in the ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes to be received in the Exchange Offers.

With respect to any broker-dealer participating in either of the Exchange Offers with respect to the Initial Notes acquired for its own
account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the Exchange
Notes. In addition, the Issuer (i) will make each person participating in the Exchange Offers aware (through the prospectus for the Exchange Offers or otherwise) that any broker-dealer who holds Initial Notes acquired for its own account as a
result of market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offers, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial Notes acquired for its own
account as a result of market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received
in respect of such Initial Notes pursuant to the Exchange Offers. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an “underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

Very truly yours,

 VERIZON COMMUNICATIONS INC.

/s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel & Corporate Secretary

3

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 VIA EDGAR

 August 8, 2019

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Larry Spirgel, Assistant Director

Re:
 Verizon Communications Inc.

 Registration Statement on Form S-4 (File
No. 333-232064)

 Dear Mr. Spirgel:

With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C
promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission accelerate the effective date of the Registration Statement so that it is declared effective at 9:00 a.m. (Eastern
Time) on August 12, 2019, or as soon as practicable thereafter.

 Please contact Audrey E. Prashker, Vice President and General
Counsel–Capital Markets, of the Registrant at (908) 559-5430 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

/s/ William L. Horton, Jr.

Name: William L. Horton, Jr.

 Title:   Senior Vice President, Deputy General

            Counsel and Corporate Secretary

cc:
 Paul Fischer, Esq.

 Securities and Exchange Commission

June 14, 2019
William L. Horton, Jr.
General Counsel and Corporate Secretary
Verizon Communications, Inc.
1095 Avenue of the Americas
New York, NY 10036
Re:Verizon Communications Inc.
Registration Statement on Form S-4
Filed on June 11, 2019
File no. 333-232064
Dear Mr. Horton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

 New York, New York 10036

 212.395.1000

 June 11, 2019

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Verizon Communications Inc. Registration Statement on Form S-4

 (File No. 333-232064), filed on June 11, 2019

 Ladies and Gentlemen:

On June 11, 2019, Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the
“Commission”) a registration statement (File No. 333-232064) (the “Registration Statement”) on Form S-4 under the Securities
Act of 1933, as amended (the “Securities Act”). The Registration Statement registers $4,000,000,000 aggregate principal amount of the Issuer’s new 4.016% Notes due 2029 (the “Exchange Notes”) to be exchanged in
an exchange offer (the “Exchange Offer”) for a like principal amount of the Issuer’s outstanding 4.016% Notes due 2029 (the “Initial Notes”). We are submitting this letter in order to inform you that the Issuer
is registering the Exchange Offer in reliance on the position of the staff of the Commission (the “Staff”) stated in the Exxon Capital Holdings Corporation, SEC No-Action Letter
(available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and
Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the
filing of the Registration Statement and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

The Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the
Exchange Offer following completion of the Exchange Offer, and to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Issuer will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that any securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the Exchange Offer (1) cannot rely on the Staff’s position in the Exxon
Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale
transaction, and be identified as an underwriter in any such prospectus. The Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K under the Securities Act.

 The Issuer
will also include in the letter of transmittal to be executed by each person participating in the Exchange Offer (the “Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any
broker-dealer) of the Initial Notes represents to the Issuer that (i) it is not an affiliate of the Issuer, or if an affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the
extent applicable in connection with the resale of the Exchange Notes, (ii) the Exchange Notes will be acquired in the ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the
Exchange Notes to be received in the Exchange Offer.

 With respect to any broker-dealer participating in the Exchange Offer with respect to the
Initial Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of
the Issuer to distribute the Exchange Notes. In addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Initial Notes
acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial
Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale
of Exchange Notes received in respect of such Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]

 2

Very truly yours,

VERIZON COMMUNICATIONS INC.

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

 Senior Vice President, Deputy General

Counsel & Corporate Secretary

 3

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

 1095
Avenue of the Americas

 New York, New York 10036

 VIA EDGAR

September 19, 2018

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Larry Spirgel, Assistant Director

Re:    Verizon Communications Inc.

          Registration Statement on Form
S-4 (File No. 333-227208)

 Dear Mr. Spirgel:

With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C
promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement so that it is declared
effective at 9:00 a.m. (Eastern Time) on September 21, 2018, or as soon as practicable thereafter.

 Please contact Audrey E.
Prashker, Vice President and General Counsel–Capital Markets, of the Registrant at (908) 559-5430 as soon as the Registration Statement has been declared effective, or if you have any other questions or
concerns regarding this matter.

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General

Counsel and Corporate Secretary

 cc:    William Mastrianna, Esq.

         Securities and Exchange Commission

September 18, 2018
Anthony Skiadas
Senior Vice President and Controller
Verizon Communications Inc
1095 Avenue of the Americas
New York, New York 10036
Re:Verizon Communications Inc
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 23, 2018
File No. 001-08606
Dear Mr. Skiadas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

		Document

Anthony T. Skiadas

Senior Vice President and Controller

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York  10036

Phone 908 559-5741

tony.skiadas@verizon.com

September 7, 2018

Mr. Terry French

Accounting Branch Chief

Division of Corporation Finance

Office of Telecommunications

U.S. Securities and Exchange Commission

Mail Stop 3720

Washington, DC 20549

Re:

 Verizon Communications Inc.

 Form 10-K for Fiscal Year Ended December 31, 2017

 Filed February 23, 2018

 File No. 001-08606

Dear Mr. French,

Verizon Communications Inc. (the “Company” or “we”) respectfully provides the following response to the comment contained in the letter (the “Comment Letter”) of the staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated August 28, 2018, relating to the above-referenced filing.

To facilitate review, we have repeated the text of the Staff’s comment below and followed the comment with the Company’s response.

1.

 Your presentation of the non-GAAP measure titled, “Consolidated EBITDA” excluding other income (expense) and equity in losses of unconsolidated businesses is inconsistent with question 103.01 of the updated Compliance, Disclosure and Interpretation guidance on non GAAP measures last updated on April 4, 2018.  Please comply with this comment in future filings and in your next earnings release.

We respectfully advise the Staff that the Company will change how it calculates Consolidated EBITDA, and will adjust net income for only interest, taxes and depreciation and amortization expense, consistent  with question 103.01 of the updated Compliance, Disclosure and Interpretation guidance on non-GAAP measures.  The Company will also change how it calculates Consolidated Adjusted EBITDA by further adjusting Consolidated EBITDA for other

Verizon Communications Inc.                                  File No. 001-08606

September 7, 2018             Page 2 of 2

income (expense) and equity in losses of unconsolidated businesses.  These changes will be reflected in our future filings and earnings releases.

* * * * *

If the Staff has any questions regarding the Company’s response, you may contact me at (908) 559-5741.

Sincerely,

/s/  Anthony T. Skiadas

Anthony T. Skiadas

Senior Vice President and Controller

cc:

 Mr. Matthew D. Ellis

 Mr. William L. Horton, Jr.

 Ms. Tracy Krause

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

 New York, New York
10036

 September 6, 2018

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Verizon Communications Inc. Registration Statement on Form S-4

 (File No. 333-227208), filed on September 6, 2018

Ladies and Gentlemen:

 On September 6,
2018, Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-227208) (the “Registration
Statement”) on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registers $4,251,527,000 aggregate principal amount of the
Issuer’s new 4.329% Notes due 2028 (the “Exchange Notes”) to be exchanged in an exchange offer (the “Exchange Offer”) for a like principal amount of the Issuer’s outstanding 4.329% Notes due 2028 (the
“Initial Notes”). We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offer in reliance on the position of the staff of the Commission (the “Staff”) stated in the
Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated, SEC
No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC No-Action Letter
(available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the filing of the Registration Statement and in anticipation of the acceleration of the effectiveness thereof, the
Issuer hereby represents as follows:

 The Issuer has not entered into any arrangement or understanding with any person to distribute the
Exchange Notes to be received in the Exchange Offer following completion of the Exchange Offer, and to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its
ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Issuer will make each person participating in the
Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the Exchange Offer (1) cannot rely on the
Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction, and be identified as an underwriter in any such prospectus. The Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the
selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

The Issuer will also include in the letter of transmittal to be executed by each person participating in the Exchange Offer (the
“Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the Initial Notes represents to the Issuer that (i) it is not an affiliate of the Issuer, or if an
affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes, (ii) the Exchange Notes will be acquired in the
ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes to be received in the Exchange Offer.

 With respect to any broker-dealer participating in the Exchange Offer with respect to the Initial
Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer
to distribute the Exchange Notes. In addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Initial Notes acquired for its
own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial Notes
acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of
Exchange Notes received in respect of such Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]

Very truly yours,

VERIZON COMMUNICATIONS INC.

/s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel & Corporate Secretary

August 28, 2018
Anthony Skiadas
Senior Vice President and Controller
Verizon Communications Inc
1095 Avenue of the Americas
New York, New York 10036
Re:Verizon Communications Inc
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 23, 2018
File No. 001-08606
Dear Mr. Skiadas:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  Please comply with the following comment in
future filings.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2017
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Consolidated Net Income, Operating Income and EBITDA
1.Your presentation of the non-GAAP measure titled, "Consolidated EBITDA" excluding
other income (expense) and equity in losses of unconsolidated businesses is inconsistent
with question 103.01 of the updated Compliance, Disclosure and Interpretation guidance
on non GAAP measures last updated on April 4, 2018.  Please comply with this comment
in future filings and in your next earnings release.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameAnthony Skiadas
 Comapany NameVerizon Communications Inc
 August 28, 2018 Page 2
 FirstName LastName
Anthony Skiadas
Verizon Communications Inc
August 28, 2018
Page 2
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Terry
French, Accounting Branch Chief at 202-551-3828 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

April 5, 2018
Scott Krohn
Senior Vice President and Treasurer
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036
Re:Verizon Communications Inc.
Registration Statement on Form S-4
Filed March 29, 2018
File No. 333-224012
Dear Mr. Krohn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact William Mastrianna, Attorney-Adviser, at (202) 551-3778 with any
questions.
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 VIA EDGAR

 April 6, 2018

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Larry Spirgel, Assistant Director

Re:
Verizon Communications Inc.

 Registration Statement on Form S-4 (File No. 333-224012)

Dear Mr. Spirgel:

 With respect to the
above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange
Commission (the “Commission”) accelerate the effective date of the Registration Statement so that it is declared effective at 9:00 a.m. (Eastern Time) on April 10, 2018, or as soon as practicable thereafter.

Please contact Audrey E. Prashker, Vice President and General Counsel–Capital Markets, of the Registrant at (908) 559-5430 as soon as the
Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

 /s/ William L. Horton, Jr..

Name:

William L. Horton, Jr.

Title:

 Senior Vice President, Deputy General

Counsel and Corporate Secretary

cc:
William Mastrianna, Esq.

 Securities and Exchange Commission

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 March 29, 2018

 Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
Verizon Communications Inc. Registration Statement on Form S-4

(File No. 333-224012), filed on March 29, 2018

Ladies and Gentlemen:

 On March 29, 2018,
Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-224012) (the
“Registration Statement”) on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registers (i) $106,104,000 in aggregate
principal amount of the Issuer’s new 6.800% Notes due 2029 (the “2029 Exchange Notes”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 6.800% Notes due 2029 (the “2029
Initial Notes”) and (ii) $122,499,000 in aggregate principal amount of the Issuer’s new 7.875% Notes due 2032 (the “2032 Exchange Notes” and, together with the 2029 Exchange Notes, the “Exchange
Notes”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 7.875% Notes due 2032 (the “2032 Initial Notes” and, together with the 2029 Initial Notes, the “Initial
Notes”). The exchange offers are referred to collectively as the “Exchange Offer”. We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offer in reliance on the position of the
staff of the Commission (the “Staff”) stated in the Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital Letter”),
Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman &
Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the filing of the Registration Statement
and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

 The Issuer has not entered
into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer following completion of the Exchange Offer, and to the best of the Issuer’s information and belief, each person
participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange
Offer. In this regard, the Issuer will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any securityholder using the Exchange Offer to participate in a distribution of the Exchange
Notes to be acquired in the Exchange Offer (1) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (2) must comply with
registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

The Issuer will also include in the letter of transmittal to be executed by each person participating in the Exchange Offer (the
“Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the Initial Notes represents to the Issuer that (i) it is not an affiliate of the Issuer, or if an
affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes, (ii) the Exchange Notes will be

acquired in the ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes to be received in the Exchange Offer.

With respect to any broker-dealer participating in the Exchange Offer with respect to the Initial Notes acquired for its own account as a
result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the Exchange Notes. In
addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such
Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Very truly yours,

VERIZON COMMUNICATIONS INC.

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel & Corporate Secretary

CORRESP
1
filename1.htm

Acceleration Request

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 VIA EDGAR

 December 15, 2017

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Larry Spirgel, Assistant Director

Re:
Verizon Communications Inc.

Registration Statement on Form S-4 (File No. 333-221952)

 Dear Mr. Spirgel:

With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement so that
it is declared effective at 9:00 a.m. (Eastern Time) on December 19, 2017, or as soon as practicable thereafter.

 Please contact
Audrey E. Prashker, Vice President and General Counsel–Capital Markets, of the Registrant at (908) 559-5430 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this
matter.

 [Remainder of the page intentionally left blank]

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel and Corporate Secretary

cc:
Joshua Shainess, Attorney-Adviser

Securities and Exchange Commission

[Signature Page to Acceleration Request]

December 14, 2017
Lowell C. McAdam
Chairman and Chief Executive Officer
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY
Verizon Communications Inc.
Registration Statement on Form S-4
Filed December 8, 2017
File No. 333-221952Re:
Dear Mr. McAdam:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

December 8, 2017

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Verizon Communications Inc. Registration Statement on Form S-4

(File No. 333-221952), filed on December 8, 2017

Ladies and Gentlemen:

 On December 8,
2017, Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-221952) (the
“Registration Statement”) on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registers $4,016,261,000 in aggregate
principal amount of the Issuer’s new 3.376% Notes due 2025 (the “Exchange Notes”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 3.376% Notes due 2025 (the “Initial
Notes”). This exchange offer is referred to as the “Exchange Offer”. We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offer in reliance on the position of the staff of the
Commission (the “Staff”) stated in the Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital Letter”), Morgan
Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling,
SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the filing of the Registration Statement and in
anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

 The Issuer has not entered into
any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Issuer will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the Exchange Offer
(1) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (2) must comply with registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction. The Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K under the Securities Act.

 The Issuer will also
include in the letter of transmittal to be executed by each person participating in the Exchange Offer (the “Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the
Initial Notes represents to the Issuer that (i) it is not an affiliate of the Issuer, or if an affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in
connection with the resale of the Exchange Notes, (ii) the Exchange Notes will be acquired in the ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes to be
received in the Exchange Offer.

 With respect to any broker-dealer participating in the Exchange Offer with respect to the
Initial Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of
the Issuer to distribute the Exchange Notes. In addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Initial Notes
acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial
Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale
of Exchange Notes received in respect of such Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]

Very truly yours,

VERIZON COMMUNICATIONS INC.

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel & Corporate Secretary

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

June 27, 2017

 VIA EDGAR

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Larry Spirgel

Verizon Communications Inc.

Registration Statement on Form S-4

(File No. 333-218484)

 Dear
Mr. Spirgel:

 With respect to the above-referenced registration statement (the “Registration Statement”), and
pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission accelerate the effective date of the Registration Statement, so that it is
declared effective at 4:00 p.m. (Eastern Time) on June 29, 2017 or as soon as practicable thereafter.

 Please contact Steven J.
Slutzky of Debevoise & Plimpton LLP, at (212) 909-6036, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Remainder of the page intentionally left blank]

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel and Corporate Secretary

cc:
Joshua Shainess, Attorney-Adviser

Securities and Exchange Commission

Steven J. Slutzky

Debevoise & Plimpton LLP

 [Signature Page to
Acceleration Request]

Mail Stop 3720
June 9, 2017

Lowell C. McAdam
Chairman and Chief Executive Officer
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036

Re: Verizon Communications Inc.
  Registration Statement on Form S-4
Filed  June 5 , 2017
  File No.  333-218484

Dear Mr. McAdam :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Joshua Shainess, Attorney -Adviser,  at (202) 551 -7951  with any questions.

Sincerely,

/s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 VIA EDGAR

 June 5, 2017

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mr. Larry Spirgel, Assistant Director

Re:
Verizon Communications Inc.

Registration Statement on Form S-4 (File No. 333-218266)

 Dear Mr. Spirgel:

With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement so that
it is declared effective at 9:00 a.m. (Eastern Time) on June 7, 2017, or as soon as practicable thereafter.

 Please contact Audrey E.
Prashker, Vice President and General Counsel–Capital Markets, of the Registrant at (908) 559-5430 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

/s/ William L. Horton, Jr.

    Name:

William L. Horton, Jr.

    Title:

 Senior Vice President, Deputy General

 Counsel
and Corporate Secretary

cc:
Joshua Shainess, Esq.

Securities and Exchange Commission

Mail Stop 3720
June 1, 2017

Lowell C. McAdam
Chairman and Chief Executive Officer
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036

Re: Verizon Communications Inc.
  Registration Statement on Form S-4
Filed  May 26, 2017
  File No.  333-218266

Dear Mr. McAdam :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Joshua Shainess, Attorney -Adviser,  at (202) 551 -7951  with any questions.

Sincerely,

/s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

 May 26, 2017

 Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

 Verizon Communications Inc. Registration Statement on Form S-4

(File No. 333-218266), filed on May 26, 2017

 Ladies and Gentlemen:

On May 26, 2017, Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the
“Commission”) a registration statement (File No. 333-218266) (the “Registration Statement”) on Form S-4 under the Securities Act
of 1933, as amended (the “Securities Act”). The Registration Statement registers (i) $3,194,253,000 in aggregate principal amount of the Issuer’s new 2.946% Notes due 2022 (the “2022 Exchange Notes”) to be
exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 2.946% Notes due 2022 (the “2022 Initial Notes”), (ii) $1,706,360,000 in aggregate principal amount of the Issuer’s new 4.812%
Notes due 2039 (the “2039 Exchange Notes”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 4.812% Notes due 2039 (the “2039 Initial Notes”) and
(iii) $4,072,197,000 in aggregate principal amount of the Issuer’s new 5.012% Notes due 2049 (the “2049 Exchange Notes” and, together with the 2022 Exchange Notes and the 2039 Exchange Notes, the “Exchange
Notes”) to be exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 5.012% Notes due 2049 (the “2049 Initial Notes” and, together with the 2022 Initial Notes and the 2039 Initial Notes,
the “Initial Notes”). The exchange offers are referred to collectively as the “Exchange Offer”. We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offer in reliance on
the position of the staff of the Commission (the “Staff”) stated in the Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon
Capital Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and
Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the
filing of the Registration Statement and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

The Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the
Exchange Offer and to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Issuer will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any
securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the Exchange Offer (1) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the
Shearman & Sterling Letter or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Issuer acknowledges that such a
secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

 The Issuer will also include in the letter of transmittal to be executed by each person
participating in the Exchange Offer (the “Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the Initial Notes represents to the Issuer that (i) it is not an
affiliate of the Issuer, or if an affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes, (ii) the
Exchange Notes will be acquired in the ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes to be received in the Exchange Offer.

With respect to any broker-dealer participating in the Exchange Offer with respect to the Initial Notes acquired for its own account as a
result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the Exchange Notes. In
addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes, and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such
Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Very truly yours,

VERIZON COMMUNICATIONS INC.

 /s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel & Corporate Secretary

CORRESP
1
filename1.htm

CORRESP

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

August 8, 2016

 VIA EDGAR

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Larry Spirgel

Verizon Communications Inc.

Registration Statement on Form S-4

(File No. 333-212307)

 Dear
Mr. Spirgel:

 With respect to the above-referenced registration statement (the “Registration Statement”), and
pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the
Registration Statement, so that it is declared effective at 4:00 p.m. (Eastern Time) on August 10, 2016 or as soon as practicable thereafter.

In connection with this request for the acceleration of the effective date of the Registration Statement, Verizon Communications Inc. (the
“Registrant”) acknowledges that:

 (i) should the Commission or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 Please contact Audrey E. Prashker, Vice President and
General Counsel – Capital Markets of the Registrant, at (908) 559-5430, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Remainder of the page intentionally left blank]

Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

/s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel and Corporate Secretary

cc:

 Gregory Dundas

 Securities and Exchange
Commission

 Steven J. Slutzky

 Debevoise & Plimpton
LLP

 [Signature Page to Acceleration Request]

Mail Stop 3720

July 8 , 2016

Audrey E. Prashker
Vice President and General Counsel – Capital Markets
Verizon Communications Inc.
One Verizon Way
Room VC54S401
Basking Ridge, New Jersey  07920

 Re: Verizon Communications , Inc.
 Registration Statement on Form S-4
Filed  June 29 , 201 6
  File No.  333-212307

Dear Ms. Prashker :

This is to advise you that we have not  reviewed , and will not review , your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with  respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Audrey E. Prashker
Verizon Communications , Inc.
July 8 , 201 6
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Gregory Dundas, Attorney -Advisor,  at (202) 551 -3436 with any
quest ions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

Mail Stop 3720

January 29, 2016

Mr. Anthony T. Skiadas
Senior Vice President and Controller
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York  10036

Re: Verizon Communications Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 23, 2015
  File No. 1-08606

Dear Mr. Skiadas :

We have com pleted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

CORRESP

 Anthony T. Skiadas

 Senior Vice President and
Controller

 Verizon Communications Inc.

 1095 Avenue of the Americas

New York, New York 10036

Phone 908 559-5741

 tony.skiadas@verizon.com

 January 15, 2016

 Mr. Carlos Pacho

Senior Assistant Chief Accountant

 AD Office 11 – Telecommunications

U.S. Securities and Exchange Commission

 Mail Stop 3720

Washington, DC 20549

Re:

Verizon Communications Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 23, 2015

 File No. 1-08606

 Dear Mr. Pacho,

 Verizon
Communications Inc. (“Verizon”, the “Company”, “we”) respectfully provides the following response to the comments contained in the letter (the “Comment Letter”) of the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated December 29, 2015, relating to the above-referenced filing.

To facilitate review, we have repeated the text of each of the Staff’s comments below and followed each comment with the Company’s response.

1.
Please tell us how many operating segments the Company has identified subsequent to the 2015 reorganization. To the extent your identified operating segments have changed, please clarify how your identified
operating segments reconcile to your two reportable segments, including the significance of other operating segments not heretofore identified.

Consistent with our telephonic conversation with the Staff on December 8, 2015, we respectfully advise the Staff that subsequent to the 2015
reorganization and following the acquisition and integration of AOL Inc. (“AOL”) in mid-2015, the Company has identified three operating segments – Wireless, Wireline and the operations of AOL and related businesses. The operations of
AOL and related businesses meet the definition of an operating segment but fail to meet the quantitative thresholds pursuant to ASC 280-10-50-12 for separate reporting at this time.

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 As at September 30, 2015, the significance of the operations of AOL and related businesses based on ASC
280-10-50-12, expressed as a percentage of Verizon’s total operations, are as follows:

Reported Revenue:

0.7
%

Operating income (loss):

0.8
%

Segment total assets:

2.6
%

 We do not believe that information about the AOL and related business segment would be useful to readers of the
financial statements at this time due to the startup nature of those businesses. Accordingly we do not separately disclose this operating segment.

2.
We note from your September 22, 2015 response the CODM receives financial and operational data with respect to each of Wireline’s customer groups – Mass Markets, Global Enterprise, and Global
Wholesale – and that this financial and operational information includes revenues, Contribution Margin, and operational data. Please explain to us the following:

a.
How often the CODM receives financial information for each of the three customer groups within Wireline.

The CODM receives financial information for each of the three customer groups within Wireline on both a monthly and quarterly basis.

b.
What the CODM uses Contribution Margin for during his review.

 The CODM uses
Contribution Margin, a measure of revenue less direct costs, to monitor how direct costs move in proportion to revenue. The CODM does not use Contribution Margin as the basis for performance evaluation or resource allocation decisions because the
direct costs included in Contribution Margin represent only a portion of the total costs of delivering our products and services. As previously stated, approximately half of the expenses in the Wireline segment are not direct costs of our
products and services but are incurred to support the Wireline network and other segment activities.

c.
Whether the SVP & President of Operations also receives revenue and Contribution Margin for each of the three customer groups within Wireline and, if so, what he uses this information for during his
review.

 The EVP and President of Operations receives revenue and Contribution Margin for each of the three customer groups
within Wireline. Similar to the CODM, he uses Contribution Margin to monitor how direct costs move in proportion to revenue. In situations where the relationship between direct costs and revenue differs from expectations, he works with his direct
reports to understand the reason for the variance and then, as appropriate, to develop strategies to address the variance.

 Verizon Communications Inc.

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d.
Whether any individuals are held accountable for operating results with respect to each of Wireline’s three customer groups.

No individual is held accountable for the operating results with respect to each of Wireline’s three customer groups. The EVP and President of
Operations is held accountable for the operating results of the entire Wireline segment and each individual reporting to the EVP and President of Operations is responsible for the functional areas they manage. Certain functional areas support all
three customer groups.

3.
Please confirm the level at which the CODM reviews budgets, and address whether he reviews budgets for each of Wireline’s customer groups. If not, tell us who is responsible for this review.

 The CODM reviews and approves annual budgets at the operating segment level to ensure that they are consistent with the overall
strategic direction of the Company and with the financial and operational targets he has established for the operating segments. The EVP and President of Operations develops a budget plan for the Wireline segment based upon financial and operating
targets set by the CODM. The EVP and President of Operations is responsible for reviewing and approving the budget for each of Wireline’s customer groups, which consists of revenues and direct costs. He is also responsible for reviewing and
approving the budgets of the other functions comprising the Wireline segment.

4.
With respect to the organizational chart in Exhibit A of the November 10, 2015 response:

a.
Please tell us how the organizational chart aligns to the three identified customer groups within Wireline.

The Operations organization reporting to the EVP and President of Operations is structured around the Wireless and Wireline networks serving our
customers. This organization is comprised of functional groups in order to assist in providing efficient, reliable service to our customers over the respective networks. The functional groups under the Wireless organization are Wireless network
operations and Wireless customer sales and support. The functional groups under the Wireline organization are Wireline network operations and the three identified customer groups -- Wireline consumer and mass business sales and support, Wireline
enterprise sales and support and Wireline wholesale sales and support (called partner solutions). The Operations organization includes certain administrative functions that provide day-to-day support to the customer facing sales and support
operations and network build and maintenance operations. These administrative functions include certain operations-specific legal, marketing, financial planning and analysis, technology and business strategy resources.

b.
Please distinguish the roles and responsibilities of each individual within the organizational chart.

The roles and responsibilities of each individual within the organization chart are as follows:

 Verizon Communications Inc.

 January 15, 2015

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•

EVP and President Operations – Oversees customer facing operations - implements sales, marketing and operations strategies for the Wireline and Wireless businesses.

Network Operations

•

SVP and Chief Network Officer Wireless – Directs the planning, engineering, building and operation of the Wireless voice and data networks.

•

EVP – Wireline Operations – Directs the design of global Wireline networks to support Wireline products and oversees service delivery of voice, data and video services for Mass Markets.

Customer Sales, Marketing and Support

•

EVP – Wireless Operations – Oversees Wireless sales, marketing and customer care.

•

SVP and Group President Consumer Mass Business Sales and Services – Oversees Mass Markets sales, marketing and customer care.

•

SVP and Group President Verizon Enterprise Solutions – Oversees Global Enterprise sales, marketing and customer care.

•

SVP and Group President Verizon Partner Solutions – Oversees Global Wholesale sales, marketing and wholesale account management functions.

Centralized Administrative Services for Customer-Facing Operations

•

SVP and Chief Financial Officer Finance Operations – Responsible for providing financial planning and analysis support to the Wireless and Wireline business units.

•

SVP – Business Transformation – Oversees initiatives to transform the Wireless and Wireline business to expand market leadership and growth.

•

SVP and General Counsel Operations – Primarily supports both the Wireline and Wireless businesses on commercial legal items.

•

SVP and Chief Information Officer Consumer Mass Business and Wireless – Responsible for the information systems portfolio and infrastructure supporting Wireless and Mass Markets.

 Verizon Communications Inc.

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•

SVP – Marketing and Sales Operations – Responsible for leading marketing initiatives for Wireless and Mass Markets.

•

SVP – Wireless Business Development – Responsible for the Wireless business merger and acquisition activity.

c.
Please clarify what the SVP & Group Presidents of Consumer Mass Business Sales & Service, Verizon Enterprise Solutions, and Verizon Partner Solutions are held accountable for in their respective
positions. To the extent they are held accountable for operating performance, please describe how they are held accountable.

The SVP & Group Presidents of Consumer Mass Business Sales & Service, Verizon Enterprise Solutions and Verizon Partner Solutions are held
accountable for sales, marketing and customer care related to their respective customer groups. As discussed during our telephonic conversation on December 8, 2015, the SVP & Group Presidents of Consumer Mass Business Sales & Service,
Verizon Enterprise Solutions and Verizon Partner Solutions do not have accountability for certain key operations/functions that impact their respective customer groups, such as supply chain, network, marketing and branding, finance operations and
human resources. They are held accountable for achieving certain operating performance targets, such as customer growth and churn rates. To the extent results do not meet these targets, they are responsible for developing and overseeing remedial
action plans and strategies.

5.
Please tell us how you considered the requirements in ASC 250-10-50-40. Specifically, please discuss how you evaluated your various product and service offerings within Mass Markets, Global Enterprise, and
Global Wholesale. For example, we note from various earnings call transcripts that you discuss trends of FiOS and traditional networks separately.

We respectfully advise the Staff that our Segment Reporting disclosure of revenues from external customers for each of Mass Markets, Global
Enterprise, and Global Wholesale is in compliance with the requirements of ASC 280-10-50-40 which requires the disclosure of revenues from external customers for each product and service or each group of similar products and services unless it is
impracticable to do so. We believe the products and services that we provide within each of our customer groups have similar characteristics and such determination is consistent with how we manage the products and services.

We provide our Wireline communications products and services through an integrated network. For each group of similar products or services provided
through our integrated network we disclose revenues. Accordingly, we have historically disclosed revenues for Mass Markets, Global Enterprise and Global Wholesale.

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 Global Enterprise offers products and services designed to meet the communication related needs of medium
and large business customers. These services primarily consist of advanced communication services and private IP and/or ethernet networking products, as well as solutions that in many cases are designed specifically to meet customer specifications.
Accordingly we believe our disclosure of Global Enterprise revenues is in compliance with ASC 280-10-50-40.

 Global Wholesale provides local, long
distance and other carriers with access to our networks for the transmission of data, voice, local dial tone and broadband services that they provide to their customers. Accordingly we believe our disclosure of Global Wholesale revenues is in
compliance with ASC 280-10-50-40.

Mass Markets offers broadband services, local exchange and long distance voice services to consumer retail and small business customers. In applying
the guidance under ASC 280-10-50-40, we have differentiated between revenues generated from consumer retail and small business customers, based on the unique packaging and pricing characteristics required to compete in each market. During the last
decade, for certain geographies, we have transitioned our delivery mechanism of these products and services from copper wire (our traditional technology) to fiber optic cable (advanced technology). As a result, we often provide revenue information
related to Fios in an effort to communicate how our services have transitioned from copper to fiber optics. We believe that the group of products and services offered to our Mass Markets customers, including the Fios services delivered over fiber
optic cable, are similar in nature.

 In light of our historical practice of discussing trends of Fios revenues in our earnings calls and in
Management’s Discussion and Analysis of Financial Condition in our quarterly and annual reports, we acknowledge that increased transparency as it relates to the revenue composition in our Wireline segment would facilitate our investors’
understanding of the transition of services from copper to fiber. Accordingly, we will disclose Fios revenues within the Wireline segment for each period presented in our segment footnote prospectively beginning with our Form 10-K for the year ended
December 31, 2015.

 * * * * *

 The Company acknowledges
that:

•

it is responsible for the adequacy and accuracy of the disclosures in its filings;

•

Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Verizon Communications Inc.

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 File No. 1-08606

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7 of 7

 If the Staff has any questions regarding the Company’s responses, you may contact me at (908) 559-5741 or Monty
Garrett at (908) 559-3055. In addition, we respectfully request that you provide a facsimile of any additional comments that you may have to my attention (fax: (908) 696-2056).

Sincerely,

/s/ Anthony T. Skiadas

 Anthony T. Skiadas

Senior Vice President and Controller

 cc:

 Mr. Francis J. Shammo

Mr. William L. Horton, Jr.

Mr. Monty W. Garrett

Mail Stop 3720

December 29 , 2015

Mr. Anthony T. Skiadas
Senior Vice President and Controller
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York  10036

Re: Verizon Communications Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 23, 2015
Response dated November 10 , 2015
  File No. 1-08606

Dear Mr. Skiadas :

We have reviewed you r November 10 , 2015 response to our comment letter  and have the
following comment s.  In our comment s, we ask you to provide us with information so we may
better understand your disclosure.

Please respond to these  comment s within ten business days by providing the requested
information or advise us as soo n as possible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to th ese comment s, we may have additional comments.

1. Please tell us how many operating segments the Company has identified subsequent to
the 2015 reorganization. To the extent your identified operating segments have changed,
please clarify how your identified operating segments reconcile to your two reportab le
segments, including the significance of other operating segments not heretofore
identified.

2. We note from your September 22, 2015 response the CODM receives financial and
operational data with respect to each of Wireline’s customer groups – Mass Markets ,
Global Enterprise, and Global Wholesale – and that this financial and operational
information includes revenues, Contribution Margin, and operational data.  Please
explain to us the following:

Mr. Anthony T. Skiadas
Verizon Communications Inc.
December 29 , 2015
Page 2

 a. How often the CODM receives financial information for each of  the three
customer groups within Wireline.
b. What the CODM uses Contribution Margin for  during his review .
c. Whether the SVP & President of Operations also receives revenue and
Contribution Margin for each of the three customer groups within
Wireline and, if  so, what he uses this information for  during his review .
d. Whether any individuals are held accountable for operating results with
respect to each of Wireline’s three customer groups.

3. Please confirm the level at which the CODM reviews budgets, and address whether he
reviews budgets for each of Wireline’s customer groups. If not, tell us who is responsible
for this review.

4. With respect to the organizational chart in Exhibit A of the November 10, 2015 response:
a. Please tell us how the organizational chart ali gns to the three identified
customer groups within Wireline.
b. Please distinguish the roles and responsibilities of each individual within
the organizational chart.
c. Please clarify what the SVP & Group Presidents of Consumer Mass
Business Sales & Service, Ver izon Enterprise Solutions, and Verizon
Partner Solutions are held accountable for  in their respective positions . To
the extent they are held accountable for operating performance, please
describe how  they are held accountable .

5. Please tell us how you consi dered the requirements in ASC 250 -10-50-40. Specifically,
please discuss how you evaluated your various product and service offerings within Mass
Markets, Global Enterprise, and Global Wholesale.  For example, we note from various
earnings call transcripts  that you discuss trends of FiOS and traditional networks
separately.

You may contact Sharon Virga, Staff Accountant , at (202) 551 -3385  or Terry French,
Accountant Branch Chief,  at (202) 551 -3828 or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
 AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

Response Letter

Anthony T. Skiadas

Verizon Communications Inc.

Senior Vice President and Controller

1095 Avenue of the Americas

New York, New York 10036

Phone 908 559-5741

tony.skiadas@verizon.com

 November 10, 2015

 Mr. Carlos Pacho

 Senior Assistant Chief Accountant

 AD Office 11 – Telecommunications

 U.S. Securities and Exchange Commission

 Mail Stop 3720

Washington, DC 20549

Re:
Verizon Communications Inc.

 Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 23, 2015

 File
No. 1-08606

 Dear Mr. Pacho,

 Verizon
Communications Inc. (“Verizon”, the “Company”, “we”) respectfully provides the following response to the comments contained in the letter (the “Comment Letter”) of the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated October 13, 2015, relating to the above-referenced filing.

To facilitate review, we have repeated the text of each of the Staff’s comments below and followed each comment with the Company’s response.

1.
We note on page 8 of your response that the Presidents of Enterprise Solutions and Consumer and Mass Business Markets did not regularly review operating performance with the CODM. Please tell us the number of
occasions that the individuals did meet with the CODM. To the extent there were meetings, tell us the purpose of the meetings and whether the EVP of Wireless participated in those meetings.

We respectfully advise the Staff that in 2014, the Company’s CODM held a regularly scheduled weekly meeting with all of his direct reports,
including the EVPs of Wireless and Wireline. A portion of these meetings was allotted for reviewing primarily operational matters and initiatives in the respective Wireless and Wireline segments. Typically one or both of the Presidents of Enterprise
Solutions and Consumer and Mass Business Markets would join the meeting solely during the Wireline operational review to support the Wireline Segment Manager’s presentation as necessary. In addition to joining these weekly meetings to support
the Wireline Segment Manager, the Presidents of Enterprise Solutions and Consumer and Mass Business Markets, along with other members of senior management, similarly supported the regularly scheduled quarterly meetings with the CODM and the
CODM’s direct reports in order to prepare the Investor Relations team for the Company’s quarterly earnings release.

 Verizon Communications Inc.

 November 10, 2015

 File No. 1-08606

Page
 2
 of 5

2.
We note on page 8 that the CODM reviews and makes revisions to budgets prepared by the segment managers. Please describe to us this process in more detail. Include in your response the level of the organization that
the CODM reviews and revises budgets.

 The CODM sets annual financial and operational targets based on information and
recommendations provided by the Company’s Corporate Finance Team. The Segment Managers develop operating budget plans to meet these annual targets. The CODM reviews and approves these annual budgets at the operating segment level to ensure that
they are consistent with the overall strategic direction of the Company and with the targets he established. If the budgets do not meet with his approval, the CODM may direct his Segment Managers to revise them.

3.
We note from your response that the reorganization in 2015 did not impact the determination of your CODM or how the CODM manages your business and makes decisions. As it relates to your reorganization, please tell us
the following:

•

The reasons for the reorganization

 In February 2014, we acquired Vodafone’s 45%
stake in Verizon Wireless, giving us increased flexibility in our management of that business. The goal of the reorganization in 2015 was to organize into two customer facing organizations – Operations and Product and New Business. The
Operations organization aligned our Wireless and Wireline businesses under a single executive in order to leverage the Company’s scale and to create operational efficiencies by eliminating duplicative functions. The Product and New Business
team combined product management and strategy development and planning under a single executive in order to focus on improving existing products as well as developing a new portfolio of services outside the Company’s traditional network
services businesses. Both of these executives report to the CEO. Also reporting to the CEO are several other executives who provide centralized support to these two organizations for shared needs such as brand marketing, network information and
technology, finance and legal. These direct reports are the EVP and Chief Financial Officer, EVP and Chief Administrative Officer, EVP of Public Policy and General Counsel, EVP and Chief Technology Architect and EVP and Chief Marketing Officer.
These leaders are all directly accountable to the CODM and support his determination of the Company’s overall business strategy and decisions with respect to the allocation of resources and assessment of performance.

•

The nature and type of decisions that the CEO makes

 The reorganization did not change
the role and responsibilities of the Company’s CEO and CODM as he continues to evaluate performance and make resource allocation decisions for the Wireline and Wireless businesses separately.

Supplementing the Chairman and CEO responsibilities previously provided, the nature and type of decisions that the Company’s CEO makes include the
following:

•

Approves strategic initiatives, including the acquisition and disposition of certain businesses and other assets.

•

Establishes the key financial and operational targets of the Wireless and Wireline businesses.

•

Makes decisions with respect to the allocation of resources and assessment of performance for Verizon’s Operating Segments.

 Verizon Communications Inc.

 November 10, 2015

 File No. 1-08606

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 3
 of 5

•

Establishes sales, marketing, branding and operations strategies for each of the Wireless and Wireline segments and approves significant initiatives to implement these strategies.

•

Establishes the overall organizational structure for managing the Company’s businesses.

•

Approves entry into commercial and contractual arrangements with a value in excess of designated thresholds, which establish the limits of the authority of the Segment Managers and the other direct reports of the CODM.

•

Evaluates the performance of direct reports and approves the succession plans for these senior positions.

•

The nature and type of decisions that the EVP and President of Operations makes

 The EVP
and President of Operations is responsible for the Company’s Wireline and Wireless operations, which he manages separately. Supplementing the EVP and President of Operations responsibilities previously provided, the nature and type of decisions
that the Company’s EVP and President of Operations makes include the following:

•

Implements sales, marketing, and operations strategies for each of the Wireless and Wireline segments.

•

Develops a budget plan for each of the Wireless and Wireline segments based upon financial and operational targets set by the CODM.

•

Implements changes to existing product offerings for each of the Wireless and Wireline businesses.

•

Oversees implementation of initiatives that improve the quality, speed and efficiency with which we serve our Wireless and Wireline customers.

•

Evaluates the performance of direct reports.

•

Which individuals report directly to the EVP and President of Operations

 The Operations
organization reporting to the EVP and President of Operations is structured around the Wireless and Wireline networks serving our customers. This organization is comprised of functional groups in order to assist in providing efficient, reliable
service to our customers over these networks. The functional groups under the Wireless organization are Wireless network operations and Wireless customer sales and support. The functional groups under the Wireline organization are Wireline network
operations, Wireline consumer and mass business sales and support, Wireline enterprise sales and support and Wireline wholesale sales and support (called partner solutions). The Operations organization includes certain administrative functions that
provide day-to-day support to the customer facing sales and support operations and network build and maintenance operations. These administrative functions include certain operations-specific legal, marketing, financial planning and analysis,
technology and business strategy resources. While these administrative functions within the Operations organization are generally focused on operations-specific issues in their respective areas, the CODM has separate direct reports with primary
responsibility for different administrative functions on a Company-wide basis as discussed previously. A diagram showing the direct reports to the EVP and President of Operations is attached as Exhibit A.

 Verizon Communications Inc.

 November 10, 2015

 File No. 1-08606

Page
 4
 of 5

•

An explanation of any other changes from 2014 resulting from the reorganization that impacted the organizational reporting structure, decision- making process, or budgeting.

We respectfully advise the Staff that, other than as described above, there have been no other changes to the Company’s organizational reporting
structure, decision-making process or budgeting arising from its reorganization in the first quarter of 2015. None of the 2015 reorganizational changes affects our determination that the Company’s Chairman and CEO is the CODM.

* * * * *

 The Company acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosures in its filings;

•

Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If the Staff has any questions regarding the Company’s responses, you may contact me at (908) 559-5741 or Monty Garrett at (908) 559-3055. In addition,
we respectfully request that you provide a facsimile of any additional comments that you may have to my attention (fax: (908) 696-2056).

 Sincerely,

/s/ Anthony T. Skiadas

Anthony T. Skiadas

Senior Vice President and Controller

cc:
Mr. Francis J. Shammo

 Mr. William L. Horton, Jr.

Mr. Monty W. Garrett

 Verizon Communications Inc.

 November 10, 2015

 File No. 1-08606

Page
 5
 of 5

 Exhibit A

Individuals Reporting Directly to the EVP and President of Operations

Mail Stop 3720

October 13 , 2015

Mr. Anthony T. Skiadas
Senior Vice President and Controller
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York  10036

Re: Verizon Communications Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 23, 2015
Response dated September 22, 2015
  File No. 1-08606

Dear Mr. Skiadas :

We have reviewed you r September 22, 2015 response to our comment letter  and have the
following comment s.  In our comment s, we ask you to provide us with information so we may
better understand your disclosure.

Please respond to these  comment s within ten business days by providing the requested
information or advise us as soo n as possible when you will respond.  If you do not believe our
comment s applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to th ese comment s, we may have additional comments.

1. We no te on page 8 of your r esponse  that the Presidents of Enterprise Solutions and
Consumer and Mass Business Markets did not regularly review operating performance
with the CODM.  Please tell us the number of occasions that the individuals did meet
with the CO DM.  To the extent there were meetings, tell us the purpose of the meetings
and whether the EVP of Wireless participated in those meetings.

2. We note on page 8 that the CODM reviews and makes revisions to budgets prepared by
the segment managers.  Please de scribe to us this process in more detail.  Include in your
response the level of the organization that the CODM reviews and revises budgets.

Mr. Anthony T. Skiadas
Verizon Communi cations Inc.
October 13 , 2015
Page 2

 3. We note from your response that the reorganization in 2015 did not impact the
determination of your CODM or how th e CODM manages your business and makes
decisions.  As it relates to your reorganization, please tell us the following:

 the reasons for the reorganization;
 the nature and type of decisions that the EVP and President of Operations
makes;
 the nature and type  of decisions that the CEO makes;
 which individuals report directly to the EVP and President of Operations; and
 an explanation of any other changes from 2014 resulting from the
reorganization that impacted the organizational reporting structure, decision -
making process, or budgeting.

You may contact Sharon Virga, Staff Accountant , at (202) 551-3385  or Terry French,
Accountant Branch Chief,  at (202) 551 -3828 or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
 AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

SEC Correspondence

 Anthony T. Skiadas

Senior Vice President and Controller

 Verizon Communications Inc.

 1095 Avenue of the Americas

New York, New York 10036

Phone 908 559-5741

 tony.skiadas@verizon.com

 September 22, 2015

Mr. Carlos Pacho

Senior Assistant Chief Accountant

AD Office 11 – Telecommunications

 U.S.
Securities and Exchange Commission

 Mail Stop 3720

 Washington, DC 20549

Re:
Verizon Communications Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 23, 2015

File No. 1-08606

 Dear Mr. Pacho,

Verizon Communications Inc. (“Verizon”, the “Company”, “we”) respectfully provides the following response to the comments
contained in the letter (the “Comment Letter”) of the staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated August 26, 2015, relating to
the above-referenced filing.

 To facilitate review, we have repeated the text of each of the Staff’s comments below and followed each comment with the
Company’s response.

 Form 10-K for the fiscal year ended December 31, 2014

Exhibit 13

 Note 14. Segment Information

You disclose that you have operations in two reportable segments, Wireless and Wireline. We note on page 8 that you organize your Wireline service and product
offerings by the primary customers targeted. In addition we note the remarks in your earnings calls of the impact on operating results of the FiOS platform. To help us understand how you applied the guidance in FASB ASC 280 in identifying your
operating segments, please provide us with the following information:

●

Provide your organization chart which identifies the positions, roles, or functions that report directly to your chief operating decision maker (“CODM”) and senior management team;

 Verizon Communications Inc.

 September 22, 2015

 File No. 1-08606

  Page
 2
 of 20

●

Tell us the title and describe the role of your CODM and each of the individuals who report to the CODM;

●

Identify for us each of the operating segments you have determined in accordance with FASB ASC 280;

●

Identify and describe the role of each of your segment managers;

●

Tell us how often the CODM meets with his/her direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who attends
those meetings;

●

Describe the information regularly provided to the CODM and tell us how frequently it is prepared;

●

Describe the information regularly provided to the Board of Directors and tell us how frequently it is prepared;

●

Describe the information about Wireline’s product and service offerings that are provided to the CODM, tell us whether there are managers accountable for the product and service offerings, and if so, tell
us who they are accountable to;

●

Explain how budgets are prepared, who approves the budget at each step of the process, the level of detail discussed at each step, and the level at which the CODM makes changes to the budget;

●

Describe the level of detail communicated to the CODM when actual results differ from budgets and who is involved in meetings with the CODM to discuss budget-to-actual variances; and,

●

Describe the basis for determining the compensation of the individuals that report to the CODM.

 In
responding to the Staff’s comment, we believe it will be helpful to describe our application of FASB ASC 280, including our basis for concluding that we have two operating segments which are also our reportable segments as of December 31,
2014. We believe this background information will help the Staff to understand how our chief operating decision maker (“CODM”) utilizes information to make key operating decisions and assess performance. We respectfully advise the Staff
that the Company’s determination of its operating segments is consistent with its management approach and the specific criteria of what constitutes an operating segment in accordance with FASB ASC 280.

OVERVIEW OF SEGMENT OPERATIONS

 Below we describe the significant aspects of
each of our Wireless and Wireline businesses with a focus on our Wireline business.

 Network

The Company is organized and managed around its Wireless and Wireline communications networks. The Wireless network is domestic in nature and covers virtually all of
the population of the United States. The Wireline network is largely domestic in nature and although its revenues are substantially domestic it does have some international reach. Although the Wireless and Wireline networks have certain common
elements, such as fiber connectivity, they remain largely separate at this time, and as of December 31, 2014, were individually managed by two Segment Managers who reported directly to the Company’s Chairman and Chief Executive Officer
(“CEO”). The Segment Manager for

 Verizon Communications Inc.

 September 22, 2015

 File No. 1-08606

  Page
 3
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Wireless was the Executive Vice President (“EVP”) and President and CEO Verizon Wireless. The Segment Manager for Wireline was the EVP and President Global Enterprise and Consumer
Wireline.

 Our Wireless and Wireline communications networks represent our most strategic assets. We made capital investments of $8.9 billion, $9.4 billion and
$10.5 billion in our Wireless communications network during 2012, 2013 and 2014, respectively. We made capital investments of $6.3 billion, $6.2 billion and $5.8 billion in our Wireline communications network during 2012, 2013 and 2014,
respectively. In addition, depreciation of our networks and cost of network management are significant expenses of our segments, representing approximately 14% and 21% of Wireless and Wireline segment expenses during 2014, respectively.

Products and Services

 Through each of our operating segments, we provide a
variety of products and services which are delivered to our customers over our common Wireless or Wireline communications networks.

 Wireless

Our Wireless segment, with operating revenues of $87.6 billion in 2014, provides wireless communications services across one of the most extensive wireless networks in
the United States. We provide these services and equipment sales to consumer, business and government customers in the United States on a postpaid and prepaid basis. Postpaid connections represent individual lines of service for which a customer is
billed in advance a monthly access charge in return for a monthly network service allowance, and usage beyond the allowance is billed monthly in arrears. Our prepaid service enables individuals to obtain wireless services without a long-term
contract or credit verification by paying for all services in advance. In addition, we offer companies access to our wireless network to provide wireless connections for their machine-to-machine devices.

Wireline

 In our Wireline segment, we deliver our product and service
offerings across a common Wireline communication network. We organize these products and services based on the customer groups – Mass Markets, Global Enterprise and Global Wholesale – to whom they are marketed and delivered.

●

Our Mass Markets product and service offerings, which accounted for operating revenues of $18.0 billion in 2014, include various offerings to residential and small business subscribers. These offerings include broadband
services (including High-speed Internet, FiOS Internet and FiOS Video services), local exchange (basic service and end-user access) and long distance (including regional toll) voice services to residential and small business subscribers.

●

Our Global Enterprise product and service offerings, which accounted for operating revenues of $13.7 billion in 2014, include offerings to medium and large domestic and multinational businesses, such as networking
products and solutions, advanced communication services for voice and data as well as cloud services.

●

Our Global Wholesale product and service offerings, which accounted for operating revenues of $6.2 billion in 2014, include offerings to local, long distance and other carriers that use our facilities to provide
services to their customers, such as data, voice and broadband services.

 Centralized Functions

A significant portion of our costs relate to centralized functions and activities, such as network operations, engineering, information technology, human resources,
marketing and branding, real estate management, sourcing, and other corporate managed functions and activities. These costs are allocated to or within the operating segments. We also incur certain direct costs with respect to

 Verizon Communications Inc.

 September 22, 2015

 File No. 1-08606

  Page
 4
 of 20

our product and service offerings, such as, content costs, sales related costs and certain access costs, as well as other costs. We track these costs, along with associated revenues, to arrive at
a Contribution Margin for each of our Wireline customer groups. Approximately half of the expenses in the Wireline segment are not direct costs of our products and services but are directly or indirectly incurred to support the Wireline network or
Wireline segment activities.

 DETERMINATION OF CHIEF OPERATING DECISION MAKER

Based on the Company’s organizational structure and assignment of responsibilities, the Company’s Chairman and CEO determines the Company’s overall
business strategy and is responsible for decisions with respect to the allocation of resources and assessment of performance. In addition, the Chairman and CEO leads all strategic and key operational aspects of the Company’s Wireless and
Wireline businesses, evaluates the performance of the Segment Managers and makes decisions about the allocation of resources to the operations the Segment Managers manage. As such, the Chairman and CEO is the Company’s CODM.

The CODM’s responsibility is not a shared responsibility. Furthermore, although certain decisions made by the Chairman and CEO require approval of Verizon’s
Board of Directors, these decisions are consistent with general corporate governance requirements, such as the purchase or disposition of significant assets and the approval of the Company’s annual aggregate capital budget, and do not include
decisions that are related to the normal allocation of resources and performance assessment.

 ORGANIZATIONAL REPORTING

As of December 31, 2014, Verizon had two Segment Managers – one responsible for Wireless and one responsible for Wireline. The Segment Manager for Wireline
was the EVP and President Global Enterprise and Consumer Wireline. The Segment Manager for Wireless was the EVP and President and CEO Verizon Wireless. Both of these Segment Managers reported directly to the CODM.

In addition to the Segment Managers noted above, as of December 31, 2014, the following leaders reported directly to the Company’s Chairman and CEO:

●

EVP and Chief Financial Officer

●

EVP - Strategy, Development and Planning

●

EVP and Chief Information Officer

●

EVP - Public Policy and General Counsel

●

EVP and Chief Administrative Officer

●

EVP and Chief Technology Officer

●

EVP and President - Product and New Business Innovation

●

EVP and Chief Marketing Officer

 Please reference Exhibit A for the Company’s organization chart identifying the
positions, roles, and functions that report directly to the Company’s Chairman and CEO.

 Early in the first quarter of 2015, the Company reorganized the roles
and responsibilities of certain executive management personnel which resulted in one executive – our EVP and President of Operations – being responsible for the operations of both the Wireless and Wireline segments.

 Verizon Communications Inc.

 September 22, 2015

 File No. 1-08606

  Page
 5
 of 20

 This reorganization did not result in a change in our operating segments because it did not impact the determination of
our CODM or how our CODM manages our businesses and makes decisions. The positions resulting from the Company’s organizational realignment were the ones included in our Form 10-K for the fiscal year ended December 31, 2014. Please
reference Exhibit B for the Company’s organization chart effective for the first quarter 2015.

 OVERVIEW OF INFORMATION USED BY CODM TO ASSESS OPERATING
PERFORMANCE, ALLOCATE RESOURCES, AND MAKE DECISIONS

 The primary measure used by the Company’s CODM to assess performance and allocate resources is
Adjusted Operating Income. Adjusted Operating Income is used because this performance measure contains significant network-related costs, namely depreciation and network management costs, as well as the costs of each segment’s centralized
functions and allocated corporate expenses. Adjusted Operating Income is calculated by excluding the effect of non-operational items (e.g., benefit actuarial gains and losses, gains and losses arising from strategic transactions) from the
calculation of operating income. This measure is reported to and evaluated by the CODM at the Wireline, Wireless and consolidated Company levels.

 In addition to
Adjusted Operating Income, the Company’s CODM is provided with additional financial measures related to the Company’s operations. Such other measures include, at the operating segment level, earnings before interest, taxes, depreciation
and amortization (“EBITDA”). EBITDA is determined and presented as a measure of profit at the segment level for Wireless and Wireline; however, it is not the primary measure used by the CODM as it does not include depreciation and
amortization expenses that are included in Adjusted Operating Income.

 The Company’s determination of its operating segments is consistent with its management
approach and the specific criteria of what constitutes an operating segment in accordance with FASB ASC 280. The CODM makes key operating and budgeting decisions at the Wireless and Wireline operating segment level because substantially all of the
Company’s products and services are delivered over, and revenues are generated by, its Wireless and Wireline communications networks. The performance of these two networks is critical to the success of our product and service offerings and
therefore is an integral factor when the CODM assesses financial performance and makes key operating and budgeting decisions.

 RESPONSES TO INDIVIDUAL STAFF
QUESTIONS

 The Company has concluded that the Wireless and Wireline businesses are operating segments as defined in FASB ASC 280. To facilitate the Staff’s
understanding of how the Company has applied the guidance in FASB ASC 280 in identifying these operating segments, please see our responses below to the Staff’s comments.

●

Provide your organization chart which identifies the positions, roles, or functions that report directly to your chief operating decision maker (“CODM”) and senior management team

 Please reference Exhibit A. The organization chart and discussion of roles and responsibilities reflect the Company’s leadership team as of
December 31, 2014. Exhibit B includes an organizational chart and discussion of roles and responsibilities of the leadership team following the management reorganization in the first quarter of 2015.

 Verizon Communications Inc.

 September 22, 2015

 File No. 1-08606

  Page
 6
 of 20

●

Tell us the title and describe the role of your CODM and each of the individuals who report to the CODM

Please reference Exhibit A and B and the response above.

●

Identify for us each of the operating segments you have determined in accordance with FASB ASC 280

 We
respectfully advise the Staff that, in accordance with FASB ASC 280-10-50-1, the Company has determined it has two operating segments, Wireless and Wireline, as of and for the year ended December 31, 2014 because they have the following
characteristics:

a)
They have business activities from which revenues are earned and expenses are incurred;

b)
Their operating results a

CORRESP
1
filename1.htm

SEC Correspondence

 William L. Horton, Jr.

Senior Vice President, Deputy General Counsel

and Corporate Secretary

 Verizon Communications Inc.

 1095 Avenue of
the Americas

 New York, New York 10036

Phone 212 395-1014

 william.horton@verizon.com

 August 28, 2015

 Mr. Carlos Pacho

Senior Assistant Chief Accountant

 AD Office 11 – Telecommunications

U.S. Securities and Exchange Commission

 Mail Stop 3720

Washington, DC 20549

Re:
Verizon Communications Inc.

 Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 23, 2015

 File No. 1-08606

 Dear Mr. Pacho:

 Pursuant to the Company’s conversation with Sharon
Virga of the Staff on Thursday, August 27, 2015, it was agreed that the Company would respond to the Staff’s comment letter dated August 26, 2015 no later than Wednesday, September 23, 2015.

Correspondence regarding this letter may be directed to the attention of the undersigned at fax number (908) 766-3813. In addition, you may contact me at
(212) 395-1014, Tony Skiadas at (908) 559-5741 or Monty Garrett at (908) 559-3055.

 Sincerely,

 William L. Horton, Jr.

 Senior Vice President, Deputy General Counsel

   and Corporate Secretary

 cc:   Mr. Francis J. Shammo

Mr. Anthony T. Skiadas

Mail Stop 3720

August 26, 2015

Mr. Anthony T. Skiadas
Senior Vice President and Controller
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York  10036

Re: Verizon Communications Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 23, 2015
  File No. 1-08606

Dear Mr. Skiadas :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment.  In our comment, we ask you to provide us with
information so we may better understand your disclosure.

Please respond to this  comment within ten business days by providing the requested
information or advise u s as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to th is comment, we may have additional comments.

Form 10 -K for the fiscal year ended December 31, 2014

Exhibit 13

Note 14.  Segment Information

You disclose that you have operations in two reportable segments, Wireless and Wireline.
We note on page 8 that you organize your Wireline service and product  offerings by the primary
customers targeted.  In addition we note the remarks in your earnings calls of the impact on
operating results of the FiOS platform.  To help us understand how you applied the guidance in
FASB ASC 280 in identifying your operating  segments, please provide us with the following
information:

Mr. Anthony T. Skiadas
Verizon Communications Inc.
August 26, 2015
Page 2

 Provide your organization chart which identifies the positions, roles, or functions that
report directly to your chief operating decision maker (“CODM”) and senior management
team;
 Tell us the title and describe the role of your CODM and each of the individuals who
report to the CODM;
 Identify for us each of the operating segments you have determined in accordance with
FASB ASC 280;
 Identify and describe the role of each of your segment mana gers;
 Tell us how often the CODM meets with his/her direct reports, the financial information
the CODM reviews to prepare for those meetings, the financial information discussed in
those meetings, and who attends those meetings;
 Describe the information regularly provided to the CODM and tell us how frequently it is
prepared;
 Describe the information regularly provided to the Board of Directors and tell us how
frequently it is prepared;
 Describe the information about Wireline’s product and service offer ings that are provided
to the CODM, tell us whether there are managers accountable for the product and service
offerings, and if so, tell us who they are accountable to;
 Explain how budgets are prepared, who approves the budget at each step of the process,
the level of detail discussed at each step, and the level at which the CODM makes
changes to the budget;
 Describe the level of detail communicated to the CODM when actual results differ from
budgets and who is involved in meetings with the CODM to discus s budget -to-actual
variances; and,
 Describe the basis for determining the compensation of the individuals that report to the
CODM.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that th e filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accur acy
and adequacy of the disclosures they have made.

 In responding to our comment , please provide a written 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 disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Anthony T. Skiadas
Verizon Communications Inc.
August 26, 2015
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sharon Virga, Staff Accountant , at (202) 551 -3385  or Terry French,
Acco untant Branch Chief,  at (202) 551 -3828 or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
 AD Office 11 – Telecommunications

CORRESP
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filename1.htm

SEC Acceleration Request

 Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

July 22, 2015

 VIA EDGAR

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Larry Spirgel

Re:
Verizon Communications Inc.

Registration Statement on Form S-4 (File No. 333-205570)

 Dear Mr. Spirgel:

With respect to the above-referenced registration statement (the “Registration Statement”), and pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement, so
that it is declared effective at 9:00 a.m. (Eastern Time) on July 24, 2015 or as soon as practicable thereafter.

 In connection with this
request for the acceleration of the effective date of the Registration Statement, Verizon Communications Inc. (the “Registrant”) acknowledges that:

(i)
should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

(iii)
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact Mary Louise Weber, Associate General Counsel of the Registrant, at (908) 559-5636, as soon as the
Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Mr. Larry Spirgel

Securities and Exchange Commission

 p.2

 Very truly yours,

VERIZON COMMUNICATIONS INC.

By:

/s/William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General Counsel and Corporate Secretary

cc:
William Mastrianna, Esq.

Securities and Exchange Commission

July 14, 2015

Anthony T. Skiadas
Senior Vice President and Controller
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036

Re: Verizon Communications Inc.
  Registration Statement on Form S-4
Filed  July 9, 2015
  File No.  333-205570

Dear Mr. Skiadas :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Anthony T. Skiadas
Verizon Communications Inc.
July 14, 2015
Page 2

 Please refer to Rules 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities  under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact William Mastrianna, Attorney -Advisor, at (202) 551 -3778 or me at (202)
551-3810 with any  questions.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

SEC Correspondence

 Verizon Communications Inc.

1095 Avenue of the Americas

 New York, New York
10036

 July 9, 2015

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Verizon Communications Inc. Registration Statement on Form S-4

(File No. 333-205570), filed on July 9, 2015

 Ladies and Gentlemen:

On July 9, 2015, Verizon Communications Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the
“Commission”) a registration statement (File No. 333-205570) (the “Registration Statement”) on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration
Statement registers (i) $2,868,704,000 in aggregate principal amount of the Issuer’s new 4.272% Notes due 2036 (the “2036 Exchange Notes”) to be exchanged in an exchange offer for a like principal amount of the
Issuer’s outstanding 4.272% Notes due 2036 (the “2036 Initial Notes”), (ii) $5,000,000,000 in aggregate principal amount of the Issuer’s new 4.522% Notes due 2048 (the “2048 Exchange Notes”) to be
exchanged in an exchange offer for a like principal amount of the Issuer’s outstanding 4.522% Notes due 2048 (the “2048 Initial Notes”) and (iii) $5,499,999,000 in aggregate principal amount of the Issuer’s new 4.672%
Notes due 2055 (the “2055 Exchange Notes” and, together with the 2036 Exchange Notes and the 2048 Exchange Notes, the “Exchange Notes”) to be exchanged in an exchange offer for a like principal amount of the
Issuer’s outstanding 4.672% Notes due 2055 (the “2055 Initial Notes” and, together with the 2036 Initial Notes and the 2048 Initial Notes, the “Initial Notes”). The exchange offers are referred to collectively
as the Exchange Offer. We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) stated in
the Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991)
(the “Morgan Stanley Letter”) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling
Letter”). In connection with the filing of the Registration Statement and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

 The Issuer has not entered into any arrangement or understanding with any person to distribute
the Exchange Notes to be received in the Exchange Offer and to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Issuer will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the
Exchange Offer (1) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (2) must comply with registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale transaction. The Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K under the Securities Act.

 The Issuer will also include in the letter of
transmittal to be executed by each person participating in the Exchange Offer (the “Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the Initial Notes represents
to the Issuer that (i) it is not an affiliate of the Issuer, (ii) the Exchange Notes will be acquired in the ordinary course of business and (iii) it is not engaged in, and does not intend to engage in, a distribution of the Exchange
Notes to be received in the Exchange Offer.

 With respect to any broker-dealer participating in the Exchange Offer with respect to the
Initial Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of
the Issuer to distribute the Exchange Notes. In addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Initial Notes
acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and (ii) will include in the =Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Initial
Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale
of Exchange Notes received in respect of such Initial Notes pursuant to the Exchange Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]

 Very truly yours,

VERIZON COMMUNICATIONS INC.

 /s/ William S. Horton, Jr.

Name:

William L. Horton, Jr.

 Title:

 Senior Vice President, Deputy General

Counsel & Corporate Secretary

CORRESP
1
filename1.htm

Acceleration Request

 Verizon Communications Inc.

140 West Street

 New
York, New York 10007

 December 10, 2013

VIA EDGAR

 Mr. Larry Spirgel

Assistant Director

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:

Verizon Communications Inc.

Registration Statement on Form S-4

File No. 333-191628

 Dear Mr. Spirgel:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Verizon Communications Inc. (the “Registrant”)
respectfully requests acceleration of effectiveness of the above-captioned Registration Statement so that it may become effective on Tuesday, December 10, 2013 at 2:00 p.m., Eastern Time, or as soon as possible thereafter.

In connection with the foregoing request, the Registrant hereby acknowledges the following:

•

Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

The Registrant may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions regarding this request to Daniel A. Neff or Steven A. Rosenblum of Wachtell, Lipton,
Rosen & Katz at (212) 403-1000 or by email at daneff@wlrk.com or sarosenblum@wlrk.com. Thank you for your continued assistance

 Larry Spirgel

 U.S.
Securities and Exchange Commission

 December 10, 2013

Page 2 of 2

Sincerely,

VERIZON COMMUNICATIONS INC.

By:

/s/ William L. Horton, Jr.

Name:

William L. Horton, Jr.

Title:

Senior Vice President, Deputy General

Counsel and Corporate Secretary

December 9 , 2013

Via E -mail
Randal S. Milch
Executive Vice President – Public Policy and General Counsel
Verizon Communications Inc.
140 West Street
New York, NY 10007

Re:  Verizon Communications Inc.
Amendment No. 2 to Registration Statement on Form S -4
Filed December 6 , 2013
File No. 333-191628

Dear Mr. Milch:

We have reviewed your response  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement or providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Summary, page 1

1. Please d isclose that non -U.S Vodafone shareholders will be receiving either Class B or C
Vodafone shares and U.S. Vodafone shareholders will be receiving only Class C
Vodafone shares.  Disclose that Vodafo ne shareholders will receive the Verizon shares in
consideration for the mandatory conversion of the Vodafone Class B or C shares into
deferred shares.  Further indicate that this structure is being utilized for foreign tax
purposes and will result in no m aterial tax consequences to U.S. Vodafone investors.

Certain United States Federal Income Tax Consequences to U.S. Holders, page 52

2. Please d isclose that the receipt and subsequent conversion of the Class C Vodafone
shares issued to U.S. Vodafone sharehol ders will result in no material tax consequences
to U.S. Vodafone investors.

Randal S. Milch
Verizon Communications Inc.
December 9, 2013
Page 2

 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 the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Please contact Brandon Hill, Attorney Advisor, at (202) 551 -3268 or me at (202) 551 -
3810 with any other questions.

Sincerely,

/s/ Larry Spirgel

Larry Spirgel
Assistant Director

December 5 , 2013

Via E -mail
Randal S. Milch
Executive Vice President – Public Policy and General Counsel
Verizon Communications Inc.
140 West Street
New York, NY 10007

Re:  Verizon Communications Inc.
Amendment No. 1 to Registration Statement on Form S -4
Filed November 12, 2013
Response dated November 29, 2013
File No. 333-191628

Dear Mr. Milch:

We have reviewed your response  and have the following comment .

Please respond to this letter by amending your registration statement or providing the
requested information.  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional comments.

General

1. We note your response to comment 7 from our letter dated November 22 , 2013.  Please
confirm your intent to file a copy of the tax opinion  provided supplementally to the staff
as an exhibit to your registration statement pursuant to Item 601(b)(8) of Regulation S -K.

Randal S. Milch
Verizon Communications Inc.
December 5 , 2013
Page 2

 We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Please contact Brandon Hill, Attorney Advisor, at (202) 551 -3268 or me at (202) 551 -
3810 with any other questions.

               Sincerely,

 Larry Spirgel
 Assistant Director

CORRESP
1
filename1.htm

Response Letter

 [LETTERHEAD OF WACHTELL, LIPTON,
ROSEN & KATZ]

November 29, 2013

VIA FEDEX AND EDGAR

 Mr. Larry Spirgel

Assistant Director

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:

 Verizon Communications Inc.

 Amendment No. 1
to Registration Statement on Form S-4

 Filed November 12, 2013

File No. 333-191628

 Dear Mr. Spirgel:

On behalf of our client, Verizon Communications Inc. (the “Company”), we are providing the Company’s responses to the
comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated November 22, 2013, with respect to the
filing referenced above.

 Larry Spirgel

 U.S.
Securities and Exchange Commission

 November 29, 2013

 Page
2 of 6

 This letter is being filed electronically via the
EDGAR system today. In addition to the EDGAR filing, we are delivering hard copies of this letter via FedEx.

 For the Staff’s
convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-191628).

 General

1.
We note your response to comment 1 in our letter dated October 30, 2013. Please provide us with the following representations with respect to the Vodafone Class B and Class C shares: (1) that the
shares are to be issued as merely an intermediate, transitory step in the overall transaction; and (2) that the recipients of the shares will not be able to retain the shares after completion or termination of the overall
transaction.

 Response: Following consultation with Verizon, Vodafone has provided the following response
to the Staff’s comment for inclusion in this response letter:

 (1) Vodafone confirms that the Class B shares and Class C shares will
be issued as an intermediate, transitory step in the overall transaction. The issuance of such shares is merely a mechanic to facilitate the distribution of the Verizon shares and cash consideration to Vodafone shareholders in connection with the
transaction (such distribution, the “Return of Value”).

 (2) Vodafone also confirms that Vodafone shareholders and ADS
holders receiving the Class B shares and Class C shares in the transaction will not be able to retain the shares after completion or termination of the overall transaction.

2.
Refer to the comment above. Please clarify in more detail how long Vodafone shareholders may hold the Class B or Class C shares prior to their cancellation. For example, it appears
that the Class C shares could be held for a number of days. Please explain why it is necessary for the Class C shares to be outstanding for a longer period. Please clarify how Vodafone will ensure that the Class C shares are not
transferred during this time. Additionally, please clarify if it is possible that Class C holders will not receive the special dividend.

 Larry Spirgel

 U.S.
Securities and Exchange Commission

 November 29, 2013

 Page
3 of 6

 Response: Following consultation with
Verizon, Vodafone has provided the following response to the Staff’s comment for inclusion in this response letter:

 It is expected
that the Class B shares will be held by Vodafone shareholders only for a matter of hours on the day of the completion of the transaction. The Class B shares will be issued after the sanction of the scheme of arrangement by the High Court of Justice
of England and Wales (the “UK Court”) and will be cancelled following delivery to and/or registration with the UK Registrar of Companies of the order of the UK Court confirming the Vodafone capital reduction. The order of the UK
Court confirming the Vodafone capital reduction will happen at a separate hearing of the UK Court following the sanction of the scheme of arrangement. It is anticipated, however, that both hearings and the delivery to and/or registration with the UK
Registrar of Companies of the order of the UK Court confirming the Vodafone capital reduction will occur on the same day. Therefore, it is expected that the Class B shares will remain outstanding for a few hours over the course of one day.

The Class C shares will be issued after the sanction of the scheme of arrangement by the UK Court and will automatically be reclassified as
deferred shares following payment of the Return of Value and compulsorily transferred to a third party financial institution. The third party financial institution to which the deferred shares are compulsorily transferred will hold such deferred
shares until the one-year anniversary of the closing, at which time such deferred shares will be repurchased by Vodafone for aggregate payment of $0.01 in respect of the entire series and cancelled. The deferred shares will remain outstanding for
one year following the completion of the transaction to ensure favorable tax treatment for Vodafone shareholders with respect to the Verizon shares to be received by such shareholders pursuant to the scheme and Return of Value.

The deferred shares will not be transferable by their holders to any party other than Vodafone in connection with their cancellation. Further,
pursuant to the articles of association, the deferred shares will have no economic, investment, voting or other rights during the one-year period for which they will remain outstanding following the closing.

There is no scenario in which the holders of the Class C shares will not receive the Return of Value.

3.
Please provide a legal opinion supporting Vodafone’s belief that the issuance of the Class B and Class C shares does not have to be registered under the Securities Act.

Response: Vodafone has provided us with the enclosed opinion of Simpson Thacher & Bartlett LLP, Vodafone’s U.S.
counsel, to Vodafone, and instructed us to provide supplementally the enclosed opinion to the Staff.

4.
 Please provide us with more detail regarding the Class B and Class C shares. Please tell us (1) whether the Class B and Class C shareholders will
have any control over whether to retain or dispose of the securities; (2) whether certificates for the Class B

 Larry Spirgel

 U.S.
Securities and Exchange Commission

 November 29, 2013

 Page
4 of 6

or Class C shares will be issued; and (3) under what circumstances, if any, holders of the Class B and Class C shares would be able to vote or receive dividends.

Response: Following consultation with Verizon, Vodafone has provided the following response to the Staff’s comment for
inclusion in this response letter:

 (1) The holders of the Class B and Class C shares will not have any control over whether to retain or
dispose of such securities. Neither the Class B nor the Class C shares will be transferable. As discussed above, the Class B shares will be cancelled immediately following delivery to and/or registration with the UK Registrar of Companies of the
order of the UK Court confirming the Vodafone capital reduction. Additionally, following payment of the Return of Value owed in respect of the Class C shares, the Class C shares will be automatically reclassified as deferred shares and compulsorily
transferred to a third party financial institution. The deferred shares will not be transferable by their holders to any party other than Vodafone in connection with their cancellation.

(2) Neither the Class B shares nor the Class C shares will be certificated.

(3)(a) Apart from the Return of Value, the Class B and Class C shares will have no rights to receive dividends. Further, the deferred shares
will have no rights to receive dividends.

 (3)(b) The Class B and Class C shares will have no voting rights except that holders of Class B
and Class C shares would be entitled to vote upon a resolution to wind up Vodafone if it were to occur while such shares were outstanding, namely a matter of not more than several hours, in the case of the Class B shares, or several days, in the
case of the Class C shares. The deferred shares will have no voting rights.

5.
Please discuss whether the Class B or Class C shareholders will be subject to any investment risk as a result of the issuance.

Response: Following consultation with Verizon, Vodafone has provided the following response to the Staff’s comment for
inclusion in this response letter:

 Neither the Class B nor the Class C shareholders will be subject to any investment risk as a result of
the issuance. The Vodafone shareholders will not transfer any additional consideration to Vodafone in respect of the Class B or Class C shares issued to them and will not make an investment decision in respect of the issuance. The Class B and Class
C shares serve a mechanical purpose for the distribution of the Return of Value and have no separate value or risk.

6.
Please represent that there will be no aftermarket for the Class B or Class C shares.

 Larry Spirgel

 U.S.
Securities and Exchange Commission

 November 29, 2013

 Page
5 of 6

 Response: Following consultation with
Verizon, Vodafone has provided the following response to the Staff’s comment for inclusion in this response letter:

 Vodafone
represents that there will be no aftermarket for the Class B or Class C shares. As discussed above, neither the Class B nor the Class C shares are transferable, nor will they be listed on or traded on any securities exchange.

7.
We note your response to comment 7 from our letter dated October 30, 2013. We note the statement that “Vodafone notes that the issuance of the Class C shares to the U.S. Vodafone shareholders will be
disregarded for U.S. Tax purposes…” This is a legal conclusion that should be supported by a tax opinion as the consequences to U.S. shareholders if the statement is not true would be material. Please revise to support the assertion with
an opinion of counsel.

 Response: Vodafone has provided us with the enclosed opinion of Simpson
Thacher & Bartlett LLP, Vodafone’s U.S. counsel, to Vodafone, and instructed us to provide supplementally the enclosed opinion to the Staff.

*    *    *

 Larry Spirgel

 U.S.
Securities and Exchange Commission

 November 29, 2013

 Page
6 of 6

 We hope that the foregoing has been responsive to the
Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact us at (212) 403-1000 or by email at daneff@wlrk.com or sarosenblum@wlrk.com.

Sincerely,

 /s/ Daniel A. Neff

 /s/ Steven A. Rosenblum

Daniel A. Neff

Steven A. Rosenblum

 Enclosure

 Cc: William L.
Horton, Jr., Verizon Communications Inc.

CORRECTED
November 22, 2013

Via E -mail
Randal S. Milch
Executive Vice President – Public Policy and General Counsel
Verizon Communications Inc.
140 West Street
New York, NY 10007

Re:  Verizon Communications Inc.
Amendment No. 1 to Registration Statement on Form S -4
Filed November 12, 2013
File No. 333-191628

Dear Mr. Milch:

We have reviewed your filing and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note your response to comment 1 in our letter dated October 30, 2013.    Please
provide us with the following representations with respect to the Vodafone Class B and
Class C shares: (1) that the shares are to b e issued as merely an intermediate, transitory
step in the overall transaction; and (2) that the recipients of the shares will not be able to
retain the shares after completion or termination of the overall transaction.
2. Refer to the comment above.   Pleas e clarify in more detail how long Vodafone
shareholders may hold the Class B or Class C shares prior to their cancellation.   For
example, it appears that the Class C shares could be held for a number of days.   Please
explain why it is necessary for the Cla ss C shares to be outstanding for a longer
period.   Please clarify how Vodafone will ensure that the Class C shares are not
transferred during this time.   Additionally, please clarify if it is possible that Class C
holders will not receive the special divi dend.

Randal S. Milch
Verizon Communications Inc.
November 22 , 2013
Page 2

 3. Please provide a legal opinion supporting Vodafone’s belief that the issuance of the Class
B and Class C shares does not have to be registered under the Securities Act.
4. Please provide us with more detail regarding the Class B and Class C shares.   Please tell
us (1) whether the Class B and Class C shareholders will have any control over whether
to retain or dispose of the securities; (2) whether certificates for the Class B or Class C
shares will be issued; and (3) under what circumstances, if any, h olders of the Class B
and Class C shares would be able to vote or receive dividends.
5. Please discuss whether the Class B or Class C shareholders will be subject to any
investment risk as a result of the issuance.
6. Please represent that there will be no aftermarket for the Class B or Class C shares.
7. We note your response to comment 7 from our letter dated October 30, 2013.  We note
the statement that “Vodafone notes that the issuance of the Class C shares to the U. S.
Vodafone shareholders will be disregarded for U.S. Tax purposes…”  This is a legal
conclusion that should be supported by a tax opinion as the consequences to U.S.
shareholders if the statement is not true would be material.  Please revise to support th e
assertion with an opinion of counsel.

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 the information the Securities Act of 1933 and
all applicable Securities A ct rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Please contact Brandon Hill, Attorney Adviso r, at (202) 551 -3268 or me at (202) 551 -
3810 with any other questions.

               Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
 Assistant Director

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

October 8, 2013

 Paul Dudek, Esq.

Chief, Office of International Corporate Finance

 Division of
Corporation Finance

 Securities and Exchange Commission

 100
F Street, N.E.

 Washington, D.C. 20549-7561

Re:
Verizon Form S-4 Registration Statement and Proxy Statement

 Dear Paul:

As you are aware, on September 2, 2013, Verizon Communications Inc. entered into a stock purchase agreement with Vodafone Group Plc in
order to acquire Vodafone’s indirect 45% ownership stake in Verizon Wireless for aggregate consideration of approximately $130 billion, consisting primarily of cash and Verizon stock. As requested, we are providing to you courtesy copies of
(i) Verizon’s Registration Statement on Form S-4, which includes the Preliminary Prospectus relating to the shares of Verizon common stock to be issued as consideration in connection with the transaction, and (ii) Verizon’s
Preliminary Proxy Statement relating to the Verizon special meeting to be held in connection with the transaction.

 Verizon is registering
the issuance of the Verizon shares under the Securities Act on Form S-4 based on Instruction A.1 to the Form, which provides that Form S-4 may be used to register securities to be issued in connection with a transaction of the type specified in Rule
145(a). Specifically, Rule 145(a)(3)(ii) includes transactions like the Verizon-Vodafone transaction, which involve the pro rata distribution of securities in connection with an asset transfer subject to a shareholder vote. As part of the
consideration to be paid by Verizon in the transaction, Verizon will issue directly to Vodafone’s shareholders shares of Verizon common stock in proportion to their ownership interest in Vodafone in partial consideration for Vodafone’s
asset – its stake in Verizon Wireless. The transaction must be approved by each party’s shareholders.

 Although Form S-4 is the
appropriate form for the U.S. registration of the issuance of the Verizon shares, there are some unique features of this transaction that render certain items of Form S-4 inapplicable. Verizon already owns a majority of the partnership interests in
Verizon Wireless, controls Verizon Wireless through its majority board representation and appointment of senior executives, and consolidates Verizon Wireless’ results. The essence of this transaction is that Verizon is increasing its investment
in a company in which it already has a controlling interest by acquiring the remaining minority, non-controlling interest it does not already own. This is not the typical Rule 145(a) transaction in which registrants use Form S-4 for a merger or
other whole-company transaction where the consideration paid to the target’s shareholders in exchange for all the target shares includes acquiror shares. Vodafone

shareholders will retain their existing shares in the proposed transaction and Verizon will issue new Verizon shares directly to Vodafone shareholders as part of the transaction consideration.
Further, the asset being acquired by Verizon is not consolidated by Vodafone; it is instead accounted for as an equity investment by Vodafone.

Specifically, the disclosures contemplated by Form S-4 with respect to the “company being acquired” are designed for the situation
where target shareholders are giving up their shares in exchange for shares in the acquiring company. As described above, the Verizon-Vodafone transaction does not present the situation that the “company being acquired” disclosures are
intended to address, because Vodafone shareholders are retaining their Vodafone shares and will be receiving newly issued Verizon shares as well.

Under Instruction C.1 to Form S-4, which describes the “company being acquired” as the “company whose securities are being
acquired,” the “company being acquired” in this transaction could be understood to mean Vodafone Americas Finance 1 Inc., which is the Vodafone entity whose securities Verizon is acquiring in the transaction and which holds,
indirectly through other subsidiaries, Vodafone’s 45% interest in Verizon Wireless. Alternatively, the “company being acquired” in this transaction could be understood to mean Verizon Wireless. In either case, given the unique
transaction structure, we do not believe that the disclosures contemplated by Form S-4 concerning the “company being acquired” would provide meaningful information to current and prospective holders of Verizon and Vodafone shares that is
not already available in existing public filings and financial statements of Verizon and Vodafone, and attempting to provide disclosures with respect to the “company being acquired” would only serve to confuse shareholders. Verizon reports
in two segments – one of which is the wireless segment, which includes all of the Verizon Wireless operations. In addition, Vodafone files stand-alone financial statements for Verizon Wireless in its Form 20-F, which is available to
Vodafone’s shareholders.

 Attachment A to this letter describes in further detail the approach we have taken concerning each
of the “company being acquired” items in the Prospectus, and the reasoning behind our approach.

 Verizon is filing and will be
mailing to Verizon shareholders a proxy statement on Schedule 14A in connection with its shareholder approval. The approach we are taking to “company being acquired” disclosures in the Prospectus is, therefore, also relevant to the
disclosure requirements of Schedule 14A because Instruction 1 to Item 14 of that Schedule refers to the disclosure requirements of Form S-4 in the context of business combinations.

Finally, we note that the Prospectus will not constitute a proxy statement for the vote by Vodafone shareholders on the transaction. Instead,
Vodafone will separately prepare and publish a shareholder circular, which is the equivalent of a proxy statement under U.K. law. Again, in the typical situation where Form S-4 is used, the target proxy statement and the prospectus are combined into
a single document intended to satisfy the requirements of both Section 14 of the Securities Exchange Act and the Securities Act. Accordingly, some of the Form S-4 items assume that the prospectus and the proxy statement (or information
statement) will be combined and do not appear to be appropriate on these facts. Attachment B to this

 2

letter describes the approach we have taken with respect to certain disclosures relating to the shareholder vote.

Please feel free to contact Dan Neff or Steve Rosenblum with any questions with respect to, or to discuss any aspect of, the foregoing, either
by telephone (212-403-1000) or by email (daneff@wlrk.com or sarosenblum@wlrk.com). Please also feel free to circulate copies of this letter, as well as the courtesy copies of the Registration Statement and the Preliminary Proxy Statement, to the
appropriate members of the Staff. We appreciate your help and consideration.

*    *    *    *    *

Very truly yours,

 /s/ Daniel A. Neff

 /s/ Steven A. Rosenblum

 Daniel A. Neff

 Steven A. Rosenblum

 Cc: William L. Horton, Jr., Verizon Communications Inc.

 3

 ATTACHMENT A

•

Reasons (Part A, Item 4(a)(2)): Form S-4 provides for disclosure, “where applicable,” of the “reasons of . . . the company being acquired for engaging in the transaction.” In
Verizon’s Form S-4, we have provided Verizon’s reasons for the transaction but not the reasons of the “company being acquired,” on the basis that neither entity that might be considered the “company being acquired” made
any decisions with respect to the transaction. We note that Vodafone’s reasons for the transaction will be addressed in the manner required by U.K. law in the circular that Vodafone will provide to its shareholders in connection with the
Vodafone shareholder vote, but Vodafone’s reasons are not properly included in a document that serves solely as Verizon’s prospectus and not also as Vodafone’s proxy statement.

•

Material Contacts/Background (Part A, Item 6): Form S-4 provides for disclosure of negotiations and material contacts between the company being acquired or its affiliates and the registrant or its
affiliates. In Verizon’s Form S-4, we have provided a customary background section describing the negotiations and agreements between Verizon and Vodafone but have not provided such information with respect to Verizon and the “company
being acquired.” All negotiations relating to the Verizon-Vodafone transaction were conducted directly between Verizon and Vodafone and their respective advisors. Accordingly, we believe that the background section included in Verizon’s
Form S-4 provides all the information about the negotiations and material contacts that is relevant to Vodafone shareholders.

•

 Business and Financial Information (Instruction C, Part A, Item 3(d)): Item 17 of Form S-4 provides for certain business and
financial information (including historical financial statements and MD&A) with respect to the “company being acquired” (if the “company being acquired” were Form S-3 eligible, then Item 16 would be the relevant item).
Form S-4 similarly contemplates providing, in summary format, selected financial data of the “company being acquired.” While the full financial information and selected financial data contemplated by Form S-4 has been provided for Verizon
(including through incorporation by reference and including segment information for Verizon’s wireless segment), financial information for the “company being acquired” has not been provided, as we believe it is neither applicable nor
meaningful here. Section 2020.5 of the Financial Reporting Manual provides as a general rule that “[w]hen a registrant increases its investment in a company that is already reflected as a consolidated subsidiary in the audited financial
statements of the registrant for a complete fiscal year, financial statements of the acquired investment are ordinarily not required.” The rationale for Section 2020.5 is that separate financial statements of an already-consolidated
subsidiary “need not be presented once the operating results of the acquired business have been reflected . . . for a complete fiscal year” unless such statements have not previously been filed or if the acquired business is “of major
significance.” Section 2040.2 of the Financial Reporting Manual clarifies the “major significance” standard, saying that “the staff presumes that the acquisition is of such major significance that investors need previously
filed financial statements of the acquired company in a registration or proxy statement if: the acquired business is

 A-1

included in audited results of the registrant for less than 21 months and its significance was equal to or greater than 70% and less than 80%; or the acquired business is included in audited
results of the registrant for less than 33 months and was significant at the 80% or greater level.” Here, Verizon has consolidated Verizon Wireless in its financial statements since 2000, so separate financial statements should not be required.
In a similar situation, in which Vivo Participações S.A. was acquiring the remaining interest in a consolidated subsidiary, the Staff permitted the company to exclude from a Form F-4 the separate historical financial statements of such
consolidated subsidiary after the registrant cited Section 2020.5. See Response to SEC Comment Letter from Vivo Participações S.A., dated July 15, 2009.

•

Historical and Pro Forma Per Share Data (Part A, Item 3(f)): Form S-4 contemplates providing, in comparative columnar form, historical and pro forma per share data (including book value per share, cash
dividends declared and income/loss per share from continuing operations) for both the registrant and the “company being acquired.” This comparative information has not been provided in Verizon’s Form S-4 given that each of the
entities that might be considered the “company being acquired” is a privately held subsidiary and such information is not relevant to the economic substance of the transaction.

•

Comparative Market Price Information (Part A, Item 3(g)): Form S-4 contemplates providing, in comparative columnar form, the market value of the securities being acquired (on a historical and equivalent per
share basis) and of the securities of the registrant (on a historical basis). For this item, such information has been provided (on a non-comparative basis) with respect to Verizon in Verizon’s Form S-4 but not with respect to the securities
being acquired for the same reasons discussed above with respect to the historical and pro forma per share data.

•

Director, Officer and Affiliate Voting Power (Part A, Item 3(h)): Form S-4 requires a brief statement comparing the percentage of outstanding shares entitled to vote held by directors, executive officers and
their affiliates and the vote required for approval of the proposed transaction, for both the registrant and the “company being acquired.” In Verizon’s Form S-4, such information has been provided with respect to Verizon but not with
respect to the “company being acquired” because no entity that might be considered the “company being acquired” will be conducting a shareholder vote.

•

Comparison of Shareholder Rights (Part A, Item 4(a)(4)): Form S-4 also requires, “where applicable,” an explanation of “any material differences between the rights of security holders of the
company being acquired and the rights of holders of the securities being offered.” We note that a description of the rights of Verizon shareholders contained in other Verizon SEC filings is incorporated by reference into the Form S-4. However,
a columnar comparison of these rights to the rights of Vodafone shareholders does not apply given that the interests of Vodafone shareholders with respect to their Vodafone ordinary shares will not be extinguished in the proposed transaction.
Therefore, this comparison has not been provided in Verizon’s Form S-4.

 A-2

 ATTACHMENT B

Shareholder Meeting Details and Votes Required (Items 18 and 19 of Form S-4):

Item 18 of Form S-4, which applies if proxies, consents or authorizations are to be solicited, and Item 19 of Form S-4, which
applies if proxies, consents or authorizations are not to be solicited, require certain proxy-like disclosure, including, for example, the date, time and place of the special meeting, information about how to revoke a proxy and the votes required
for approval of each proposal. Verizon’s Form S-4 does not separately include the information set forth in Item 18 or 19 because these items seem to assume that the prospectus and the proxy statement (or information statement) will be
combined, and that is not the case here. Neither the Vodafone shareholder circular nor the Verizon proxy statement is being combined with the Verizon Form S-4 prospectus. Vodafone shareholders will receive a separate shareholder circular from
Vodafone that will set forth the proposals on which they are being asked to vote in connection with the transaction and the relevant information about Vodafone’s shareholder meetings. Verizon shareholders will receive a separate Verizon proxy
statement that will, in accordance with Schedule 14A, set forth the proposals on which they are being asked to vote in connection with the transaction and the relevant information about Verizon’s special meeting of shareholders.

 B-1

October 30, 2013

Via E -mail
Randal S. Milch
Executive Vice President – Public Policy and General Counsel
Verizon Communications Inc.
140 West Street
New York, NY 10007

Re:  Verizon Communications Inc.
Registration Statement on Form S -4
Filed October 8, 2013
File No. 333-191628

Dear Mr. Milch:

We have reviewed your filing and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our  comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments,  we may have additional comments.

General

1. We note that in connection with your acquisition of Vodafone’s indirect 45% ownership
stake in Verizon Wireless, Vodafone will issue Class B shares and Class C shares to
holders of Vodafone ordinary shares in accordance with the terms of the Vodafone
scheme of arrangement.  Please provide us with your analysis as to why the issuance of
the Class B and Class C shares is not required to be registered pursuant to the Securities
Act of 1933.  As part of your analys is, please address (a) the tax implications of a U.K
Vodafone investor choosing Class B or C shares; (b) the representation that U.S.
Vodafone shareholders will not recognize gain or loss on the receipt of the Class C
shares; and (c) the representation tha t U.S. Vodafone shareholders will receive the same
tax treatment regardless of whether they receive Class B or C shares.

2. We encourage you to file all appendices with your next amendment or otherwise furnish
to us all your appendices.  We must review these  documents before the registration

Randal S. Milch
Verizon Communications Inc.
October 30, 2013
Page 2

 statement is declared effective, and we may have additional comments.

3. Please provide a brief statement comparing the percentage of outstanding shares entitled
to vote held by directors, executive officers and their affil iates and the votes required for
approval of the proposed transaction by Verizon shareholders pursuant to Part A, Item
3(h) of Form S -4.

Transaction Structure, page 3

4. Please provide more detail regarding the scheme of arrangement here and on page 32,
including Vodafone’s plan to distribute the cash and share consideration to holders of
Vodafone ordinary shares.  In addition, please explain why the transaction was structured
to distribute the Verizon shares directly to Vodafone’s shareholders rather tha n Vodafone
itself.

The Transaction, page 20

5. Please disclose Vodafone’s reasons for the transaction.

Shareholder Approvals, page 33

6. Please specify the Vodafone shareholder approvals that must be obtained as a condition
to completion of the transactio n.

Certain United States Federal Income Tax Consequences to U.S. Holders, page 50

7. Tell us why the representations that (a) U.S. Vodafone shareholders will recognize no
gain or loss on the receipt of the Class C shares and (b) for non -corporate U.S. Vodaf one
shareholders, the receipt of the Verizon shares is expected to constitute “quali fied
dividend income” are not material tax consequences requiring an opinion of tax counsel.

8. Please revise to address the purpose of the Vodafone share capital consolidati on.

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 the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the compan y and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effe ctive date
of the pending registration statement please provide a written statement from the company
acknowledging that:

Randal S. Milch
Verizon Communications Inc.
October 30, 2013
Page 3

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for accel eration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relat e to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Brandon Hill, Attorney Advisor, at (202) 551 -3268 or me at (202) 551 -
3810 with any other questions.

 Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
 Assistant Director

October  15, 201 2

Via e -mail:
Mr. Robert J. Barish
Senior Vice President and Controller
Verizon Communications  Inc.
140 West Street
New York, NY 10007

Re: Verizon Communications  Inc.
Form 10-K for the Fiscal Year Ended  December  31, 2011
Filed February  24, 201 2
  File No. 1-08606

Dear Mr. Barish:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Terry French for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 Robert J. Barish

 Senior Vice President and Controller

 One Verizon Way, 4th Floor

 Basking Ridge, NJ 07920

 Phone: (908) 559-1629

Fax: (908) 766-5725

 robert.barish@verizon.com

 October 2, 2012

 Larry Spirgel

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

Mail Stop 3720

 Washington, DC 20549

Re:
Verizon Communications Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2011

 Filed
February 24, 2012

 File No. 1-08606

Dear Mr. Spirgel:

 We have received your comment letter dated September 24, 2012, and the following represents our response to your comments. For your ease of reference, we have included your comment below and have
provided our response after your comment.

 Form 10-K for the Fiscal Year Ended December 31, 2011

Risk Factors, page 15

Breaches of network or information technology security, natural disasters or…page 17

1.
 We note your response to comment 1 from our letter dated August 27, 2012 in which you state that you will revise your risk factor
disclosure in your Form 10-K based on the facts and circumstances at the time. We also note that in your response you acknowledge that you have been subject, and will likely continue to be subject, to attempts to breach the security of your networks
and IT infrastructure through cyber attack, malware, computer viruses and other means of unauthorized access. It does not appear that you have previously disclosed to your investors that this risk is one that you are currently subject to and
actively working to prevent. Beginning with your next Form 10-Q, please confirm that you

will disclose that you have been subject, and will likely continue to be subject, to attempts to breach the security of your networks and IT infrastructure through cyber attack, malware, computer
viruses and other means of unauthorized access.

 We will provide the requested disclosure in our
next quarterly report on Form 10-Q.

*            *
  *            *            *

 The Company acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Correspondence regarding this letter may be directed to the attention of the undersigned at
fax number (908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

 Sincerely,

 /s/ Robert J. Barish

 Robert J. Barish

 Senior Vice President & Controller

cc:  Francis J. Shammo

 Page 2 of 2

September 24, 2012

Via E -mail
Mr. Robert J. Barish
Senior Vice President and Controller
Verizon Communications Inc.
140 West St.
New York, NY 10007

Re: Verizon Communications Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 24, 2012
File No. 1-08606

Dear Mr. Barish :

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment a pplies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Risk Factors, page 15

Breached of network or information technology security, natural disasters or…, page 17

1. We note your response to comment 1 from our letter d ated August 27, 2012 in which
you state that you will revise your risk factor disclosure in your Form 10 -K based on
the facts and circumstances at the time.   We also note that in your response you
acknowledge that you have been subject, and will likely con tinue to be subject, to
attempts to breach the security of your networks and IT infrastructure through cyber
attack, malware, computer viruses and other means of unauthorized access.  It does
not appear that you have previously disclosed to your investors that this risk is one
that you are currently subject to and actively working to prevent.  Beginning with
your next Form 10 -Q, please confirm that you will disclose that you have been
subject, and will likely continue to be subject, to attempts to breach the security of

Mr. Robert J. Barish
Verizon Communications Inc.
September 24, 2012
Page 2

 your networks and IT infrastructure through cyber attack, malware, computer viruses
and other means of unauthorized access.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for t he accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commi ssion or any person under the federal securities laws of the United States.

You may contact Sharon Virga, Senior Staff Accountant , at 202-551-3385  or Terry
French, Accountant Branch Chief, at 202-551-3828  if you have questions regarding comments
on the fi nancial statements and related matters.  Please contact Kate Beukenkamp, Attorney -
Advisor, at 202-551-6971 or me at 202-551-3810  with any other questions.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 Robert J. Barish

Senior Vice President and Controller

 One Verizon Way, 4th Floor

Basking Ridge, NJ 07920

 Phone: (908)
559-1629

 Fax: (908) 766-5725

robert.barish@verizon.com

 September 10, 2012

 Larry Spirgel

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

Mail Stop 3720

 Washington, DC 20549

Re:
Verizon Communications Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2011

 Filed
February 24, 2012

 File No. 1-08606

 Dear Mr. Spirgel:

 We have received your comment letter dated August 27, 2012, and the
following represents our responses to your comments. For your ease of reference, we have included your comments below and have provided our responses after each comment.

 Form 10-K for the Fiscal Year Ended December 31, 2011

 Risk Factors, page
15

 Breaches of network or information technology security, natural disasters or…page 17

1.
We note you disclose that cyber attacks or other breaches of network or information technology security may cause equipment failures or disrupt your operations. You
also disclose that the risk of cyber attacks and security breaches occurring has intensified. If you have experienced any of these events related to cyber attacks or breaches in the past, in future filings, beginning in your next Form 10-Q, please
state that fact in order to provide the proper context for your risk factor disclosure. Please refer to the Division of Corporation Finance’s Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic2.htm for additional information.

 Consistent with the Staff’s guidance in CF Disclosure Guidance Topic No. 2, we review on an
ongoing basis the adequacy of Verizon’s disclosures relating to cybersecurity risks and cyber incidents. We have been subject, and will likely continue to be subject, to attempts to breach the security of our networks and IT infrastructure
through cyber attack, malware, computer viruses and other means of unauthorized access. However, to date, we have not been subject to cyber attacks or other cyber incidents which, individually or in the aggregate, resulted in a material impact to
our operations or financial condition.

 We will revise our risk factor disclosure relating to security breaches to provide the appropriate
context for investors based on the facts and circumstances at the time. However, we believe that it would be more appropriate to do so in our Form 10-K for the fiscal year ending December 31, 2012 than in our next Form 10-Q. We note that
Item 1A of Part II – Other Information of Form 10-Q requires the inclusion of “any material changes from risk factors as previously disclosed…” (emphasis added). We do not believe the suggested revision represents a
“material change” to our existing risk factor, but that it will constitute additional context for the same risk. Inclusion of a standalone revised risk factor relating to security breaches in our next 10-Q could leave the impression that
either we have experienced materially greater or different threats or incidents since the beginning of the year, or that this particular risk factor represents a heightened concern for us, neither of which is accurate. As a result, we believe
updating this risk factor in the context of all of our risk factors in our Form 10-K for the fiscal year ending December 31, 2012 will provide investors with clearer, more accurate understanding of our cyber security risk than would inclusion
in our Form 10-Q for the third quarter of 2012.

 Exhibit 13

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Non-operational Charges

 Consolidated Operating Income and EBITDA

2.
We note that the non-GAAP measure labeled Consolidated Adjusted EBITDA eliminates charges attributed to severance, pension and benefits which you describe as
non-operating charges included in operating expenses. You state that this non-GAAP measure is useful to investors in evaluating your operating profitability: (1) on a more variable cost basis as it excludes depreciation and amortization and
(2) in relation to your competitors. This disclosure does not appear to sufficiently explain how the non-GAAP adjustment to eliminate actuarial gains / losses is useful to investors: (1) as these gains/losses are unrelated to depreciation
and amortization and (2) their relationship to your competitors is unclear. Accordingly, please clarify your disclosures to explain how the measure that eliminates actuarial gains/losses associated with the pension and benefit charges is useful
to investors.

 We note that the “Other Items” section provides additional details regarding the
non-GAAP adjustments. For clarity, please either cross-reference the Other Items section in your discussion of the non-GAAP measure (along with a clear statement in the Other Items section that the non-GAAP measure presented earlier excludes the
items discussed in Other Items) or include the Other Items discussion as part of your non-GAAP measure disclosures.

 Page 2 of 4

 In addition, please disclose what these adjustments represent in the context of your
pension and other benefits accounting policy of immediate recognition of actuarial gains and losses as well as provide quantitative context for the actual and expected asset returns. In this regard, clarify disclosure for each period presented by
stating (2011 amounts are shown for example below):

•

 That the non-GAAP measure excludes all actuarial gains / losses (a $6 billion loss in 2011) associated with your pension and benefit plans,
which you immediately recognize in the income statement, pursuant to your accounting policy for the recognition of actuarial gains / losses.

•

 As a result, the non-GAAP measure reflects an expected return on plan assets of $X (based on an average expected return on plan assets of
8%), rather than the actual return on plan assets of $X (actual return of 5%) as included in the GAAP measure of income.

 Please make conforming changes in your next earnings release.

 We note the Staff’s
comments and will clarify our disclosures prospectively in filings and earnings releases with respect to non-GAAP measures that make adjustments related to severance, pension and other benefit charges as reported pursuant to GAAP. The
disclosures will explain that the non-GAAP measure eliminates items to assist users of our financial data in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s
evaluation of the business performance, and in the fourth quarter will specifically note the amount and nature of the annual adjustment to eliminate actuarial gains or losses associated with pension and other benefit charges.

We will prospectively cross-reference the non-GAAP measure discussion to the “Other Items” section.

We will enhance the disclosure in our quarterly filings to indicate that the GAAP operating expenses include pension and benefit related charges based on
a projected discount rate and an estimated return on plan assets; and that these estimates will be updated in the fourth quarter to reflect the actual discount rate and return on plan assets for the year. The financial impact of this update will be
immediately recognized in the income statement pursuant to our accounting policy for the recognition of actuarial gains/losses. To the extent the financial impact of the update is excluded from our fourth quarter or annual expenses for the reasons
discussed above, we will indicate that the resulting non-GAAP measures are based on the projected discount rate and return on plan assets used in our previous quarterly filings to provide for more meaningful quarterly and annual comparisons.

 We will also disclose what the adjustments represent in the context of our pension and other benefits accounting policy of immediate
recognition of actuarial gains and losses, as well as provide quantitative context for the actual and expected asset returns.

*        *        *        *
       *

 The Company acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosures in its filings;

 Page 3 of 4

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number
(908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

Sincerely,

 /s/ Robert J. Barish

Robert J. Barish

Senior Vice President and Controller

 cc: Francis J. Shammo

 Page 4 of 4

August  27, 201 2

Via e -mail:
Mr. Robert J. Barish
Senior Vice President and Controller
Verizon Communications  Inc.
140 West Street
New York, NY 10007

Re: Verizon Communications  Inc.
Form 10-K for the Fiscal Year Ended  December  31, 2011
Filed February  24, 201 2
  File No. 1-08606

Dear Mr. Barish:

 We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fi scal Year Ended December 31, 2011

Risk Factors, page 15

Breached of network or information technology security, natural disasters or…, page 17
1. We note you disclose that cyber attacks or other breaches of network or information
technology security may cau se equipment failures or disrupt your operations. You also
disclose that the risk of cyber attacks and security breaches occurring has intensified. If
you have experienced any of these events related to cyber attacks or breaches in the past,
in future fili ngs, beginning in your next Form 10 -Q, please state that fact in order to
provide the proper context for your risk factor disclosure. Please refer to the Division of
Corporation Finance’s  Disclosure Guidance Topic No. 2 at

Mr. Robert J. Barish
Verizon Communications Inc.
August 27, 2012
Page 2

 http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic2.htm  for additional
information.

Exhibit 13

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-opera tional Charges

Consolidated Operating Income and EBITDA
2. We note that the non -GAAP measure labeled Consolidated Adjusted EBITDA eliminates
charges attributed to severance, pension and benefits which you describe as non -
operating charges included in operat ing expenses.  You state that this non -GAAP
measure is useful to investors in evaluating your operating profitability: (1) on a more
variable cost basis as it excludes depreciation and amortization and (2) in relation to your
competitors.  This disclosure does not appear to sufficiently explain how the non -GAAP
adjustment to eliminate actuarial gains / losses is useful to investors: (1) as these
gains/losses are unrelated to depreciation and amortization and (2) their relationship to
your competitors is unc lear.   Accordingly, please clarify your disclosures to explain how
the measure that eliminates actuarial gains/losses associated with the pension and benefit
charges is useful to investors.

We note that the “Other Items” section provides additional de tails regarding the non -
GAAP adjustments.  For clarity, please either cross -reference the Other Items section in
your discussion of the non -GAAP measure (along with a clear statement in the Other
Items section that the non -GAAP measure presented earlier ex cludes the items discussed
in Other Items) or include the Other Items discussion as part of your non -GAAP measure
disclosures.

In addition, please disclose what these adjustments represent in the context of your
pension and other benefits accounting policy of immediate recognition of actuarial gains
and losses as well as provide quantitative context for the actual and expected asset
returns.  In this regard, clarify disclosure for each period presented by stating (2011
amounts are shown for example be low):

 That the non -GAAP measure excludes all actuarial gains / losses  (a $6 billion loss in
2011) associated with your pension and benefit plans, which you immediately
recognize in the income statement, pursuant to your accounting policy for the
recognit ion of actuarial gains / losses.

 As a result, the non -GAAP measure reflects an expected return on plan assets of $X
(based on an average expected return on plan assets of 8%), rather than the actual

Mr. Robert J. Barish
Verizon Communications Inc.
August 27, 2012
Page 3

 return on plan assets of $X (actual return of 5%), as i ncluded in the GAAP measure
of income.

Please make conforming changes in your next earning s release.

Please file all correspondence over EDGAR.  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
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are respon sible for the accuracy and adequacy of the disclosures they
have made.

            In responding to our comments, please provide  a written 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 disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sharon Virga , Senior Staff Accountant, at (202) 551 -3385 or Terry
French, Accountant Branch Chief,  at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0302

 November 10, 2011
 Via E-mail

Mr. Lowell C. McAdam
President and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007
Re: Verizon Communications Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606

Dear Mr. McAdam:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Larry Spirgel
                                                         Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

 November 9, 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:

 I am writing with reference to our letter dated November 8, 2011, in which we indicated that in the future Verizon
will (i) treat any amounts awarded with respect to the portion of Mr. Seidenberg’s 2008-2010 PSU Award that is subject to the Addendum to his Long Term Incentive Award Performance Stock Unit Agreement for the 2008-2010 award cycle and
any similar strategic component of Mr. Seidenberg’s other equity incentive plan awards as stock awards granted on the last day of the applicable performance cycle and (ii) report such awards in the Stock Awards column of the Summary
Compensation Table for the applicable year. This letter confirms that, in its proxy statement for the 2012 Annual Meeting of Shareholders, Verizon will include amounts awarded with respect to the strategic components of Mr. Seidenberg’s
2007-2009 PSU award and 2008-2010 PSU award in the Stock Awards columns of the 2009 and 2010 line items, respectively, of the Summary Compensation Table. If any amount is awarded with respect to the strategic component of Mr. Seidenberg’s
2009-2011 PSU award, that amount will similarly be reflected in the Stock Awards column of the 2011 line of the Summary Compensation Table.

 *            *            *
   *            *

 The Company acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number
(908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

 Sincerely,

/s/ Robert J. Barish

 Robert J. Barish

 Senior Vice President and Controller

cc:
Paul Beswick

 Terry French

 Jonathan Groff

 Thomas Kim

 Anne Krauskopf

James Kroeker

Joel Levine

Carlton Tartar

Sharon Virga

Francis J. Shammo

 Page 2 of 2

CORRESP
1
filename1.htm

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

 November 8, 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 want to thank you and your colleagues for taking the time to speak
with us on October 17, 2011.

 As we stated to the Staff, Verizon continues to believe that the portion of Mr. Seidenberg’s
2008-2010 PSU Award that is subject to the Addendum to his Long Term Incentive Award Performance Stock Unit Agreement for the 2008-2010 award cycle (hereinafter referred to as the “Strategic Component”) constitutes a share-based payment
transaction within the scope of Accounting Standards Codification 718, Compensation – Stock Compensation. Based on our telephone conversation with you and your colleagues on October 17, we understand that, as to the grant date of this
transaction, it is the Staff’s view that, due to the qualitative nature of several of the performance conditions established by the Board of Directors for vesting of the Strategic Component, as well as the discretion involved in evaluating the
achievement of those performance conditions, there was not a mutual understanding of the key terms and conditions of the award until the Board evaluated the achievement of those performance conditions.

In consideration of the Staff’s view of the grant date of the Strategic Component, Verizon will in the future (i) treat any amounts awarded
with respect to the Strategic Component and any similar strategic component of Mr. Seidenberg’s other equity incentive plan awards as stock awards granted on the last day of the applicable performance cycle and (ii) report such awards
in the Stock Award column of the Summary Compensation Table for the applicable year.

*        *        *
  *        *

 The Company acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number
(908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

Sincerely,

 /s/ Robert J. Barish

Robert J. Barish

Senior Vice President and Controller

cc:
Paul Beswick

 Terry French

 Jonathan Groff

 Thomas Kim

 Anne Krauskopf

James Kroeker

Joel Levine

Carlton Tartar

Sharon Virga

Francis J. Shammo

 Page 2 of 2

CORRESP
1
filename1.htm

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

 September 26, 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 letter dated September 7, 2011, and the following represents our response to your comment. For your ease of reference, we have included your comment below and have provided our
response after the comment.

 Definitive Proxy Statement Incorporated by Reference into Part III

Summary Compensation Table, page 44

1.
 We note your responses to comments 1 and 2 from our letter dated August 5, 2011, and are unable to agree that the full amount of
Mr. Seidenberg’s total compensation has been properly reported in the Summary Compensation Table for 2011. We continue to believe the discretionary second component of the Company’s equity incentive plan should be evaluated separately
from the non-discretionary first component of the plan. In addition and after considering further the substance of the discretionary second component, particularly as it is impacted by the high level of Board discretion and the limited relationship
to Verizon’s common stock price, we believe the second component does not fall within the scope of ASC 718. Accordingly, to avoid underreporting in the future, any awards made pursuant to the discretionary second component of the plan should be
reported in your Summary Compensation Table as a cash bonus for the year awarded in

accordance with Item 402(c)(2)(iv) of Regulation S-K. Please confirm your intention to comply with this comment in the future.

Verizon has carefully reviewed the guidance set forth in Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC
718”) and continues to believe that the portion of Mr. Seidenberg’s 2008-2010 PSU Award that is subject to the Addendum to his Long Term Incentive Award Performance Stock Unit Agreement for the 2008-2010 award cycle (hereinafter
referred to as the “Strategic Component”) constitutes a share-based payment transaction within the scope of ASC 718. We have reached this conclusion based upon the following analysis of the terms and conditions of the Strategic Component
and the facts and circumstances surrounding the grant of this award in 2008.

 ASC 718-10-15-3(a) states that the guidance
in ASC 718 applies to all share-based payment transactions in which any entity acquires employee services by incurring liabilities to an employee which meet the condition that “the amounts are based, at least in part, on the price of the
entity’s shares or other equity instruments [emphasis added].” We believe that the Strategic Component of Mr. Seidenberg’s equity incentive award falls squarely within the scope of ASC 718, because the stock units payable under
the Strategic Component are based, in part, on the price of Verizon’s shares in two respects. First, if the total shareholder return (“TSR”) of Verizon’s common stock does not rank at least 25th out of 34 when compared to the Related Dow Peers for the three-year
award cycle, the Strategic Component does not vest and is forfeited. Second, the ultimate number of stock units payable from the Strategic Component is 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. For these reasons, we respectfully disagree with the Staff’s view that the relationship between the award and Verizon’s stock price is “limited.” On the
contrary, Verizon’s stock price is a significant factor in whether or not the Strategic Component vests and the amounts that are payable under the award.

 We believe that the Strategic Component constitutes a share-based payment transaction within the scope of ASC 718 even though the Board retained discretion to determine whether and the extent to which the
performance measures established for the award on the grant date were achieved. We believe that the strategic objectives set forth in the Addendum governing the Strategic Component, which were both quantitative and qualitative in nature, constitute
“performance conditions” as defined in ASC 718-10-20. The standard defines a performance condition as “a condition affecting the vesting, exercisability, exercise price, or other pertinent factors used in determining the fair value of
an award that relates to both … an employee’s rendering service for a specified (either explicitly or implicitly) period of time [and] achieving a specified performance target that is defined solely by reference to the employer’s own
operations (or activities).” The standard provides examples of performance conditions that are both quantitative and qualitative in nature, such as attaining a specified growth rate in return on assets and obtaining regulatory approval to
market a specified product, and indicates that “a performance target might pertain either to the performance of the entity as a whole or some part of the entity, such as a division or an individual employee.” Each of the five strategic
objectives included in the Strategic Component at the time it was granted met the foregoing criteria.

 Page 2 of 5

 As we discussed in our July 22, 2011 letter to the Staff, we believe that we properly determined the
grant date of the Strategic Component to be the date that the Committee and the independent members of the Board approved the award. Under ASC 718-10-20, there are essentially three criteria to establish the grant date. First, the grant date is the
date on which the employer becomes contingently obligated to issue the equity instrument (or transfer the asset) to an employee who renders the requisite service. Second, the grant date for an award of an equity instrument is when the employee
begins to benefit from, or be adversely affected by, subsequent changes in the price of the employer’s equity shares. Finally, the grant date is the date at which an employer and an employee reach a mutual understanding of the key terms and
conditions of a share-based payment award.

 As to the first criterion, on the date the Committee and the independent members of the Board
approved Mr. Seidenberg’s 2008-2010 PSU award, including the Strategic Component, the Company became contingently obligated to make an equity based payment to Mr. Seidenberg if he rendered the requisite service. As to the second
criterion, on the same date, Mr. Seidenberg began to benefit from, or be adversely affected by, subsequent changes in the price of Verizon’s equity shares because no amount would be payable with respect to the 2008-2010 PSU Award,
including the Strategic Component, unless the Company achieved a threshold relative TSR performance level over the three year period of the award. Accordingly, we believe that these two criteria in the grant date definition were met as of the date
the Committee and the independent members of the Board approved Mr. Seidenberg’s 2008-2010 PSU award, including the Strategic Component.

 In determining whether the third criterion, a mutual understanding, was met, the Company looked to ASC 718-10-25-5. This provides that, as a practical accommodation in determining the grant date, a mutual
understanding of the key terms and conditions of an award may be presumed to exist, assuming all other criteria in the grant date definition have been met, at the date the award is approved, as long as (i) the award is a unilateral award, and
(ii) the key terms and conditions of the award are expected to be communicated to the recipient within a relatively short time period of approval. As we have previously noted, the award was a unilateral grant, and the terms and conditions of
the grant were communicated contemporaneously to Mr. Seidenberg. The fact that certain of the performance measures established for Mr. Seidenberg’s award were more qualitative than quantitative in nature did not, in our view,
undermine the parties’ mutual understanding of the key terms and conditions of the grant, including a mutual understanding of the performance required of Mr. Seidenberg and/or Verizon in order to achieve the performance conditions. For
example, regarding the strategic objective of maintaining Verizon Wireless’ market leadership position over the 2008-2010 period, both Mr. Seidenberg and the relevant Board members had a clear understanding, based on historical practice
and contemporaneous discussions, of the specific financial and industry metrics that the Board would consider in evaluating whether Verizon Wireless had maintained a market leadership position over the three year period. As described in the proxy
statement, these metrics include market share, revenue, number of customers, and retail postpaid churn. Similarly, with respect to the other performance conditions, Mr. Seidenberg and the Board shared a mutual understanding of the performance
that would be required to satisfy the conditions.

 As further support for our position, ASC 718-10-55-82 states “a mutual understanding
of the key terms and conditions means that there is sufficient basis for both the employer and the employee

 Page 3 of 5

to understand the nature of the relationship established by the award, including both the compensatory relationship and the equity relationship subsequent to the date of grant. The grant date for
an award will be the date that an employee begins to benefit from, or be adversely affected by, subsequent changes in the price of the employer’s equity shares.” Based on this guidance, Verizon believes that the date that the Committee and
the independent members of the Board approved the terms and conditions of the 2008-2010 PSU Award, including the Strategic Component, is properly deemed the grant date because that is when Mr. Seidenberg began to benefit from, or be adversely
affected by, subsequent changes in the price of Verizon’s common stock.

 For all of the foregoing reasons, we believe that the Strategic
Component squarely falls within the scope of ASC 718. As a result, it is our view that the compensation related to the Strategic Component has been properly reported under Item 402 of Regulation S-K because (i) the Strategic Component
constitutes an “equity incentive plan award” within the meaning of Item 402, (ii) as disclosed in the 2009 and 2011 Definitive Proxy Statements, the Strategic Component was based on specified performance conditions, as defined in
ASC 718-10-20, related to the achievement of strategic objectives of the Company, (iii) the ultimate number of PSUs that vested was determined within the framework of the original terms of the awards approved by the Committee and the
independent members of the Board, and (iv) the value of Mr. Seidenberg’s equity incentive plan award, including the Strategic Component, at the grant date has been included in Mr. Seidenberg’s compensation for the
corresponding year of grant (2008) under the “Stock Awards” column of the Summary Compensation Table included in the 2011 Definitive Proxy Statement. In accordance with Instruction 3 to Item 402(c)(2)(v) and (vi), 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. Finally, the value
realized by Mr. Seidenberg from the award was disclosed in the Option Exercises and Stock Vested Table in accordance with Item 402(g)(2) and discussed in the CD&A included in the 2011 Definitive Proxy Statement.

After considering the foregoing analysis, if the Staff continues to disagree with our position that the Strategic Component falls within the scope of ASC
718, we would appreciate the opportunity to meet with the Staff to discuss this matter.

*    *    *    *    *

The Company acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Page 4 of 5

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number
(908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

 Sincerely,

/s/ Robert J.
Barish

 Robert J. Barish

 Senior Vice President and Controller

cc: Francis J. Shammo

 Page 5 of 5

CORRESP
1
filename1.htm

Correspondence

 Robert J. Barish

 Senior Vice President and Controller

 One Verizon Way, 4th Floor

 Basking Ridge, New Jersey 07920

 Tel: (908) 559-1629

Fax (908) 766-5725

robert.barish@verizon.com

 September 20, 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. 1-08606

 Dear Mr. Spirgel:

Pursuant to the Company’s conversation with Jessica Plowgian of the Staff on Tuesday, September 20, 2011, it was agreed that the Company would
respond to the Staff’s comment letter dated September 7, 2011 no later than Friday, September 30, 2011.

 Correspondence
regarding this letter may be directed to the attention of the undersigned at fax number (908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

 Sincerely,

 /s/ Robert J. Barish

 Robert J. Barish

 Senior Vice President and Controller

 cc: Francis J. Shammo

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0302

 September 7, 2011
 Via E-mail

Mr. Lowell C. McAdam
President and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007
Re: Verizon Communications Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606

Dear Mr. McAdam:
 We have reviewed your letter dated Augus t 19, 2011 and have the following comment.
Please respond to this letter within ten business days and indicate that you will comply with our
comment in future filings.  Confirm in writing that you will do so and explain to us how you
intend to comply.  If you do not believe our comme nt applies to your facts and circumstances or
do not believe compliance in future disclosure is appropriate, please tell us  why in your response.

  After reviewing the information you provide  in response to the below comment, we may
have additional comments.

 Definitive Proxy Statement Incorporated by Reference Into Part III

Summary Compensation Table, page 44

1. We note your responses to comments 1 and 2 from our letter dated August 5, 2011 and
are unable to agree that the full amount of Mr . Seidenberg’s total compensation has been
properly reported in the Summ ary Compensation Table for 2011.  We continue to believe
the discretionary second component of the Co mpany’s equity incentive plan should be
evaluated separately from the non-discretionary  first component of the plan.  In addition
and after considering further the substan ce of the discretionary second component,
particularly as it is impacted by the hi gh level of Board discretion and the limited
relationship to Verizon’s comm on stock price, we believe the second component does not
fall within the scope of ASC 718.  Accordingly,  to avoid underreporting in the future, any
awards made pursuant to the discretionary second component of the plan should be
reported in your Summary Compensation Table as a cash bonus for the year awarded in
accordance with Item 402(c)(2)(iv) of Regulatio n S-K.  Please confirm your intention to
comply with this comment in the future.

Mr. Lowell C. McAdam
Verizon Communications, Inc. September 7, 2011  Page 2
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact Sharon Vi rga, Staff Accountant, at 202-551-3385 or Terry French,
Accountant Branch Chief, at 202-551-3828 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Jonathan Groff, Staff Attorney, at 202-
551-3458 or me at 202-551-3810 wi th any other questions.

Sincerely,
   /s/ Larry Spirgel
                                                         Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

 August 19, 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 letter dated August 5, 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

Summary Compensation Table, page 44

1.
We note your response to comment 1 from our letter dated June 28, 2011, but observe that treatment of the discretionary component of the PSU Award as part of
your equity incentive plan has had and, may in the future, have the effect of under reporting compensation in the Summary Compensation Table. Evidenced by the 2008-2010 PSU Award, the estimated aggregate value for the plan does not reflect any
potential award for the discretionary portion of the plan. As explained in comment 2, we believe that the discretionary component of the PSU Award constitutes a second discrete award with grant date commensurate with settlement. Within CD&A
please continue to describe the parameters of the discretionary Second Component in the year in which those parameters are set, but report the amount awarded in the table for the year in which the award is paid in accordance with comment 2 below.

 In response to the Staff’s comments, Verizon has carefully reviewed the requirements of Item 402 of
Regulation S-K and the guidance set forth in ASC 718 and considered their application to the facts and circumstances surrounding Mr. Seidenberg’s 2008-2010 PSU Award, and in particular the discretionary portion of the award, and continues to
believe that the compensation related to Mr. Seidenberg’s 2008-2010 PSU Award has been properly reported under Item 402. As we explain in the response to comment 2 below, in our judgment, the grant date of Mr. Seidenberg’s 2008-2010
PSU Award, including the discretionary portion of the award, occurred in the first quarter of 2008 when the Human Resources Committee of the Board of Directors (“Committee”) and the independent members of the Board approved the award and
communicated the terms and conditions of the award to Mr. Seidenberg. 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 has been included in Mr. Seidenberg’s
compensation for the corresponding year of grant (2008) 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. Finally, the value realized by
Mr. Seidenberg from the award was disclosed in the Option Exercises and Stock Vested Table in accordance with Item 402(g)(2) and discussed in the CD&A included in the 2011 Definitive Proxy Statement. As requested by the Staff, we will
continue to describe in the CD&A the parameters of equity incentive plan awards, including any discretionary component, in the year in which those parameters are established.

2.
In response to prior comment 3.b.b from our letter dated June 28, 2011, you state that you determined a 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. You further state that the key terms and conditions of the award, including those contained in the Addendum, were communicated to the
recipient within a relatively short period of time. With respect only to the “Second Component” of the PSU Award as provided for in the Addendum to the Chairman and CEO, we do not believe a mutual understanding of the key terms and
conditions occurred between the Company and the Chairman and CEO in the first quarter of 2008 in accordance with the definition of a grant date in ASC 718-10-20 and the additional guidance in ASC 718-10-55-81 through 55-83. Specifically, we believe
a mutual understanding did not occur in the first quarter of 2008 due to the Committee’s sole discretion to determine the size of any additional payment pursuant to paragraph three of the Addendum and the highly subjective nature of
“strategic initiatives” (i) developing Verizon’s executive talent pool and preparing for Verizon’s succession plan, (ii) maintaining Verizon’s Wireless’ market leadership position and (v) participating in
and providing leadership to various industry forums and policy initiatives. Accordingly, we believe the grant date for this Second Component of the PSU Award occurred upon settlement, and that your Summary Compensation Table should be revised in
future filings to report the payout amount for the Second Component under the Stock Awards column, in addition to the grant-date fair value of any “First Component” awards granted. Similarly, revise the Grants of Plan-Based Awards table.

 Verizon has carefully considered the definition of a “grant date” in ASC 718-10-20 and the additional guidance
set forth in ASC 718-10-25-5 and ASC 718-10-55-81 through 55-83 and continues to believe that it properly determined the grant date of Mr. Seidenberg’s 2008-2010

 Page 2 of 4

PSU Award, including the “Second Component” referenced by the Staff, to be the date that the Committee and the independent members of the Board approved the award. Under ASC
718-10-25-5, as a practical accommodation, a mutual understanding of the key terms and conditions of an award is presumed to exist at the date the award is approved, as long as (i) all of the other criteria in the grant date definition have
been met, (ii) the award is a unilateral award and (iii) the key terms and conditions of the award are expected to be communicated to the recipient within a relatively short time period of approval. Verizon believes that all of the
criteria in the grant date definition set forth in ASC 718-10-20 were met on the date the Committee and the independent members of the Board approved Mr. Seidenberg’s 2008-2010 PSU award, including the “Second Component,” because
that was the time when (i) the Company and Mr. Seidenberg reached a mutual understanding of the key terms and conditions of a share-based payment award, (ii) the Company became contingently obligated to make an equity based payment to
Mr. Seidenberg if he rendered the requisite service, and (iii) Mr. Seidenberg began to benefit from, or be adversely affected by, subsequent changes in the price of Verizon’s equity shares. As we previously noted in our response
to prior comment 3 from the Staff’s letter dated June 28, 2011, the award was a unilateral grant, and the terms and conditions of the grant were communicated to Mr. Seidenberg within a relatively short time period of approval. The
fact that several of the performance measures established for Mr. Seidenberg’s award were qualitative rather than quantitative in nature did not, in our view, undermine the parties’ mutual understanding of the key terms and conditions
of the grant. Mr. Seidenberg, for example, had a clear understanding of the financial and performance metrics that the Board would consider in evaluating whether Verizon Wireless had maintained a market leadership position over the three year
period.

 ACS 718-10-55-82 states “a mutual understanding of the key terms and conditions means that there is sufficient basis for both
the employer and the employee to understand the nature of the relationship established by the award, including both the compensatory relationship and the equity relationship subsequent to the date of grant. The grant date for an award will be the
date that an employee begins to benefit from, or be adversely affected by, subsequent changes in the price of the employer’s equity shares.” Based on this guidance, Verizon believes that the date that the Committee and the independent
members of the Board approved the terms and conditions of the “Second Component” is properly deemed the grant date because that is when Mr. Seidenberg began to benefit from, or be adversely affected by, subsequent changes in the price
of Verizon’s common stock. As we previously noted in our response to prior comment 3 from the Staff’s letter dated June 28, 2011, the 2008-2010 PSU Award, including the “Second Component,” is a share-based payment
transaction because (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 settlement of the “Second Component” is determined based on, and limited by, amounts that are directly linked to the closing price of Verizon’s common stock on the last day of the three-year award cycle,
December 31, 2010. Verizon does not believe that it would be appropriate to treat the grant date of the “Second Component” as occurring in the first quarter of 2011 when the 2008-2010 PSU Award was settled, as suggested by the Staff,
because that would be inconsistent with the nature of the relationship established by an equity-based payment award, including both the compensatory relationship and the equity relationship subsequent to the date of grant.

*        *        *
  *        *

 Page 3 of 4

 The Company acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number
(908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

Sincerely,

 /s/ Robert J. Barish

Robert J. Barish

 Senior Vice President & Controller

cc:    Francis J. Shammo

 Page 4 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0302

 August 5, 2011
 Via E-mail

Mr. Lowell C. McAdam
President and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007
Re: Verizon Communications Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606

Dear Mr. McAdam:
 We have reviewed your letter dated July  22, 2011 and have the following comments.
Please respond to this letter within ten business days and indicate that you will comply with our
comments in future filings.  Confirm in writi ng that you will do so and explain to us how you
intend to comply.  If you do not believe our comme nts apply to your facts and circumstances or
do not believe compliance in future disclosure is appropriate, please tell us  why in your response.

  After reviewing the information you provide  in response to these comments, we may
have additional comments.

 Definitive Proxy Statement Incorporated by Reference Into Part III

Summary Compensation Table, page 44

1. We note your response to comment 1 from our letter dated June 28, 2011, but observe
that treatment of the discreti onary component of the PSU Aw ard as part of your equity
incentive plan has had and, may in the fu ture,  have the effect of under reporting
compensation in the Summary Compensati on Table.  Evidenced by the 2008-2010 PSU
Award, the estimated aggregate value for the plan does not reflect any potential award for the discretionary portion of th e plan.  As explained in comment 2, we believe that the
discretionary component of the PSU Award constitutes a second di screte award with
grant date commensurate with settlement.  W ithin CD&A please continue to describe the
parameters of the discretionary  Second Component in the year  in which those parameters
are set, but report the amount aw arded in the table for the year  in which the award is paid
in accordance with comment 2 below.

2. In response to prior comment 3.b.b from our letter dated June 28, 2011, you state that you
determined a grant date of the 2008-2010 PSU Award to be the date that the Committee
and the independent members of the Board a pproved the award in the first quarter of

Mr. Lowell C. McAdam
Verizon Communications, Inc. August 5, 2011  Page 2
 2008.  You further state that the key terms and conditions of the award, including those
contained in the Addendum, were communicated to the recipient within a relatively short
period of time.  With respect  only to the “Second Com ponent” of the PSU Award as
provided for in the Addendum to the Chairm an and CEO, we do not believe a mutual
understanding of the key terms and conditions  occurred between the Company and the
Chairman and CEO in the first quarter of 2008 in accordance with the definition of a
grant date in ASC 718-10-20 and the addi tional guidance in ASC 718-10-55-81 through
55-83.  Specifically, we believe a mutual unde rstanding did not occur in the first quarter
of 2008 due to the Committee’s sole discreti on to determine the size of any additional
payment pursuant to paragraph three of th e Addendum and the highly subjective nature
of “strategic initiatives” (i) developing Veri zon’s executive talent pool and preparing for
Verizon’s succession plan, (ii) maintaining Verizon Wireless’ market leadership position,
and (v) participating in and providing leader ship to various industry forums and policy
initiatives.  Accordingly, we believe the grant date for this Second Component of the
PSU Award occurred upon settlement, and that your Summary Compensation Table
should be revised in future filings to re port the payout amount for the Second Component
under the Stock Awards column, in addition to the grant-date fair value of any “First
Component” awards granted.  Similarly, revise  the Grants of Plan-Based Awards table.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact Sharon Vi rga, Staff Accountant, at 202-551-3385 or Terry French,
Accountant Branch Chief, at 202-551-3828 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Jonathan Groff, Staff Attorney, at 202-
551-3458 or me at 202-551-3810 wi th any other questions.

Sincerely,
   /s/ Larry Spirgel
                                                         Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

 Page
 2
 of 9

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

  Page
 3
 of 9

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

  Page
 4
 of 9

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.

  Page
 5
 of 9

 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

CORRESP
1
filename1.htm

Correspondence

 Robert J. Barish

Senior Vice President and Controller

 One Verizon Way, 4th Floor

Basking Ridge, New Jersey 07920

 Tel: (908)
559-1629

 Fax: (908) 766-5725

robert.barish@verizon.com

 July 13, 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. 1-08606

Dear Mr. Spirgel:

 Pursuant to the
Company’s conversation with Jonathan Groff of the Staff on Wednesday, July 13, 2011, it was agreed that the Company would respond to the Staff’s comment letter dated June 28, 2011 no later than Friday, July 22, 2011.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number (908) 766-5725. In addition, you
may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

 Sincerely,

 /s/ Robert J. Barish

    Robert J. Barish

    Senior Vice President & Controller

cc:
Francis J. Shammo

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0302

 June 28, 2011
 VIA E-mail

Mr. Ivan G. Seidenberg
Chairman and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007
Re: Verizon Communications Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-08606

Dear Mr. Seidenberg:
 We have reviewed your Form 10-K for the fiscal year ended December 31, 2010
and have the following comments.  In our comments, we ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

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 receive d a $13.8 million discretionary award in
addition to payment of 100% of the nu mber 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 tabl e.  In your respon se, please consider
Compliance and Disclosure Interpretati on 119.02, available on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm.

Mr. Ivan G. Seidenberg
Verizon Communications, Inc. June 28, 2011  Page 2

Potential Payments Upon Change in Control, page 55

2. You state that “[i]f a named executive offi cer’s employment terminates as a result
of an involuntary termination without cau se, or his or her death, disability or
retirement, all then-unvested RSUs will ve st and all then-unvested PSUs will vest
at target level performance.”  The char t on the bottom of page 55 suggests that
this statement was made outside the context of a change of contro l.  Our review of
the “Verizon Communications Inc. Long-Te rm Incentive Plan Performance Stock
Unit Agreement 2010-12 Award Cycle” (Exhi bit 10a to the March 31, 2010 Form
10-Q) indicates, however, that, while th e PSUs awarded in 2010 would vest upon
the above described triggering events, the eventual payout would depend on
actual company performance during th e 2010-2012 term, not “target level
performance.”  Please advise.
 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 - Perfor mance Stock Units (PSUs), page 60

3. Please refer to the Company’s “Long-Term Incentive Plan Performance Stock
Unit Agreement” and the related “For m 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 agr eements 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 th e amount payable based on the total
shareholder return (“TSR”) of Ve rizon’s common stock during the
specified three-year award cycle rela tive 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.”

Mr. Ivan G. Seidenberg
Verizon Communications, Inc. June 28, 2011  Page 3

Please describe in reasonable detail y our accounting treatment for each of these
two components, and identify the accounti ng 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 de termining 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 com ponents, explain why.

d. Describe any alternative accounti ng 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 e ach 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 th e “strategic initiatives” related
to that Component constituted “performance conditions” under ASC
718-10-20.

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

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

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 Veri zon Vested Percentage and the
Verizon Relative TSR Position for any period…”

Mr. Ivan G. Seidenberg
Verizon Communications, Inc. June 28, 2011  Page 4

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 calculat e TSRs for the Award Cycle, both
before and during the Award Cycle.”

5. Please explain the meaning and purpose of the last sentence in Paragraph 3 of the
Company’s “Form of Addendum” for the 2008-2010 award cycle and the impact on
your accounting treatment for the PSUs.

6. Please explain how awards relative to th e Second Component are reflected on the
Summary Compensation Table appeari ng on page 44 of the Schedule 14A –
Definitive Proxy Statement and the rationale for that presentation.  In connection
with this, specifically  describe how you considered your response to comments 3(b)
and 4 above in preparing the Summary Compensation Table.

 Note 17 Commitments and Contingencies, page 74

7. You disclose that you are exposed to  potential losses for certain legal
proceedings, several state and federal re gulatory proceedings and remediation
costs at a former Sylvania facility in New York.  For each of these loss contingencies, please disclose the amount or range of reasonably possible loss, as
that term is defined in ASC 450.  Please disclose this information in your next
Form 10-Q and provide us with  your proposed disclosure.

8. If you conclude that you cannot estimate a range of reasonably possible losses for
any of the matters, please disc lose this fact in your next Form 10-Q in accordance
with ASC 450. In addition in your respons e please provide an explanation of the
procedures you undertake on a quarterly basi s to attempt to develop a range of
reasonably possible loss for disclosure.

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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequ acy of the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the

Mr. Ivan G. Seidenberg
Verizon Communications, Inc. June 28, 2011  Page 5
 filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any 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 person under the federal secu rities laws of the
United States.

You may contact Sharon Virga, Sta ff Accountant, at 202-551-3385 or Terry
French, Accountant Branch Chief, at 202- 551-3828 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel
                                                                      Larry Spirgel
        A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

May 20, 2010
   Mr. Ivan G. Seidenberg Chairman and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007
 RE: Verizon Communications Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed February 26, 2010
  Definitive Proxy Statement on Schedule 14A   Filed March 22, 2010   File No. 001-08606

Dear Mr. Seidenberg:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.           S i n c e r e l y ,

Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence

 William L. Horton, Jr.

Senior Vice President, Deputy General Counsel

and Corporate Secretary

 Verizon Communications Inc.

140 West Street

 New York, New York 10007
william.horton@verizon.com

 May 17, 2010

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, 2009

Filed February 26, 2010

Definitive Proxy Statement on Schedule 14A filed March 22, 2010

File No. 1-08606

Dear Mr. Spirgel:

 We have received your
comment letter dated May 11, 2010, and the following represents our response to your comment. For your ease of reference, we have included your comment below and have provided our response.

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement

Election of Directors, page 11

1.
We note your disclosure that outlines the “experience, qualifications, attributes and skills” the Board considered in nominating these individuals as
directors of Verizon Communications. However, your disclosure identifies the principal occupations and employment of each of your directors and the skills of only some of the individuals. In addition, we note that you describe the relevant skills
and experiences of your Board members as a whole, with more specific parenthetical references to individual directors. In future filings, please expand your disclosure with respect to each director to specifically discuss what aspects of the
individual’s experience led the board to conclude that the person should serve as a director for the Company, as well as any other relevant qualifications, attributes or skills that were considered by the board. See Item 401(e) of
Regulation S-K.

 In response to the Staff comment and consistent with the Company’s discussion with Staff on
May 13, 2010, the Company will expand the disclosure included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2010 (the “2010 10-K”) and Definitive Proxy Statement for the 2011 Annual Meeting of
Shareholders and in applicable future filings with respect to each Director to specifically discuss what aspects of the individual’s experience led the Board to conclude that the person should serve as a Director for the Company, as well as any
other relevant qualifications, attributes or skills that were considered by the Board.

*        *        *
  *        *

 The Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number
(908) 766-5725. In addition, you may contact me at (212) 395-1014.

 Sincerely,

 /s/ William L. Horton, Jr.

 William L. Horton, Jr.

 Senior Vice President, Deputy General Counsel & Corporate Secretary

cc: Ivan G. Seidenberg

 Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
May 11, 2010
   Mr. Ivan G. Seidenberg Chairman and Chief Executive Officer Verizon Communications Inc. 140 West Street New York, NY 10007
 RE: Verizon Communications Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed February 26, 2010
  Definitive Proxy Statement on Schedule 14A   Filed March 22, 2010   File No. 001-08606

Dear Mr. Seidenberg:
We have reviewed your filing and have the following comments.  Please address the
following comments in future filings.  Confirm in writing that you will do so and explain to us how you intend to comply.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Ivan G. Seidenberg
Verizon Communications Inc.
May 11, 2010 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2009

 Definitive Proxy Statement

 Election of Directors, page 11

1. We note your disclosure that outlines the “experience, qualifications, attributes and skills” the Board considered in nominating these individuals as directors of Verizon Communications.  However, your disclosure identifies the principal occupations and employment of each of your directors and the skills of only some of the individuals.  In addition, we note that you describe the relevant skills and experiences of your Board members as a whole, with more specific parenthetical references to individual directors.  In future filings, please expand your disclosure with respect to each director to specifically discuss what aspects of the individual’s experience led the board to conclude that the person should serve as a director for the company, as well as any other relevant qualifications, attributes or skills that were considered by the board.  See Item 401(e) of Regulation S-K.

*    *    *    *

Please respond to these comments through correspondence over EDGAR within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

  In connection with responding to our comment, 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 filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Ivan G. Seidenberg
Verizon Communications Inc. May 11, 2010 Page 3
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please contact Scott Hodgdon, Attorney-Advisor, at (202) 551-3273, or me at (202) 551-
3810 with any questions.          S i n c e r e l y ,            L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       October 8, 2009
     Mr. Robert J. Barish Senior Vice President and Controller Verizon Communications, Inc. One Verizon Way, 4
th Floor
Basking Ridge, NJ 07920
 RE: Verizon Communications, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed February 24, 2009
  File No. 1-08606

 Dear Mr. Barish:   We have completed our review of your Form 10-K and related filings and have no further comments at this time.           S i n c e r e l y ,

        L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

 September 23, 2009

 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, 2008

Filed February 24, 2009

Forms 10-Q for the Quarterly Periods Ended March 31, 2009 and June 30, 2009

File No. 1-08606

 Dear Mr. Spirgel:

 We have received your comment letter dated August 19, 2009, 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.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Notes to Consolidated Financial Statements

 Note 1. Description of Business and Summary of Significant
Accounting Policies

 Intangible Assets Not Subject to Amortization

 1. We note your response to comment one in our letter dated July 9, 2009. We also note the documents dated May 31, 1996 and August 14, 1995 that you have sent us regarding capitalization of
interest for FCC licenses related to PCS business. Please provide a detailed response to the following comments.

a.
 We note in your Form 10-K for December 31, 2008 that you disclose that Verizon Wireless holds FCC licenses to operate several different radio services,
including the cellular radiotelephone service, personal communication

service, advanced wireless service, and point-to-point radio service. Furthermore you state that the technical and service rules, the specific radio
frequencies and amounts of spectrum that you hold and the sizes of the geographic area that you are authorized to operate in, vary for each of these services. Since the interpretation that was previously received related only to PCS licenses under
paragraph 9 of SFAS 142, please provide us with separate information for your licenses by the four aforementioned categories. Further separate each category of license into national licenses and those that pertain to a certain area, specifying the
area to which each relates. For each of the above, show the original cost, capitalized interest if applicable and any other capitalized costs. If the licenses were obtained in a bulk purchase, please show us how you separated them into the
individual components to properly capitalize interest in accordance with SFAS 34.

 Verizon Wireless Licenses

 The Company owns a number of FCC authorized wireless licenses pertaining to wireless radio spectrum. These licenses represent the right to use
designated frequencies in specified areas of the wireless radio spectrum. The designated frequencies are, in general terms, similar and can be used to deliver a wide variety of services. The Company’s licenses include 850 MHz (Cellular)
licenses, 1.9 GHz (PCS) licenses and 1.7/2.1 GHz (AWS) and 700 MHz licenses.

 The 850 MHz licenses are those referred to as cellular radiotelephone service
spectrum in the Company’s 2008 Form 10-K. Cellular licenses are the original licenses that were granted by the FCC approximately 25 years ago. The Company either received these licenses from the FCC without payment in franchise areas where it
was the incumbent wireline telephone carrier, or the Company obtained these licenses through secondary market acquisitions of other wireless companies or licenses owned by other wireless companies. The values recorded in the Company’s financial
statements for these licenses is either zero or the amount of the purchase price allocated to the licenses in accordance with the purchase accounting requirements in effect at the time. No interest has ever been capitalized with respect to these
licenses, which represented $40.6 billion of the $62.0 billion net book value of the Company’s wireless licenses at December 31, 2008. The amount of 850 MHz licenses held by the Company increased by approximately $9.4 billion during 2009
due to the Company’s acquisition of Alltel Corporation.

 1.9 GHz licenses are the licenses referred to as personal communication services (PCS)
spectrum in the Company’s 2008 Form 10-K. These licenses have been used by the Company to provide traditional wireless voice and data services based on 2G and 3G technologies. The Company purchased the PCS licenses in the secondary market
through acquisitions of other wireless companies or licenses owned by other wireless companies, or in auctions conducted by the Federal Government. Approximately $689 million of interest was capitalized through December 31, 2008 with respect to
these licenses, which represented approximately $8.6 billion of the $62.0 billion net book value of the Company’s wireless licenses at December 31, 2008. Since all of the Company’s PCS licenses are ready for their intended use, the
Company no longer capitalizes interest on PCS licenses.

 Page 2 of 19

 The point-to-point radio service licenses referred to in our 2008 Form 10-K do not represent a significant value and no
interest has been capitalized with respect to these licenses.

 The licenses at 1.7/2.1 GHz are referred to as advanced wireless services (AWS) spectrum
licenses. We purchased the AWS licenses in 2006 and the 700 MHz licenses in 2008. The Company intends to use these licenses to provide next generation wireless services based on 4G technology and these licenses are sometimes referred to herein as
“4G licenses”. These licenses were purchased through auctions conducted by the Federal Government. Approximately $618 million of interest has been capitalized through December 31, 2008 with respect to these licenses, which represented
approximately $12.8 billion of the $62.0 billion net book value of the Company’s wireless licenses at December 31, 2008.

 The following is a
summary of the above information as of December 31, 2008 (in billions):

Original
Cost

Capitalized
Interest

Other
Capitalized
Costs

Total
Wireless
Licenses

 Cellular licenses

$
40.6

$
—

$
—

$
40.6

 PCS licenses

7.9

0.7

—

8.6

 4G licenses

12.2

0.6

—

12.8

 Total

$
60.7

$
1.3

$
—

$
62.0

 Because the Company has never or no longer capitalizes interest with respect to its Cellular, PCS and
point-to-point radio service licenses, the remainder of the discussion that follows is directed to what the Company refers to as its 4G licenses and network.

 Page 3 of 19

 The following table sets forth the year-end 2007 and 2008 balances of 4G licenses for which the Company was capitalizing
interest during 2007 and 2008. The table includes all licenses (as designated by the FCC at the time of the auction) with an aggregate cost, as of December 31, 2008, of at least $100 million and for which the three conditions specified in
paragraph 17 of FASB Statement No. 34, Capitalization of Interest Cost (SFAS 34) were met (i.e., licenses which by definition were “qualifying assets”) (in millions).

4G Licenses that are Qualifying Assets

2007

2008

FCC Designated Area

 Mississippi Valley Region

$
275

$
1,901

 Northeast Region

1,335

1,838

 Great Lakes Region

616

1,726

 Chicago

—

1,044

 Southeast Region

572

996

 Central Region

—

723

 Riverside, CA

—

580

 Los Angeles

—

484

 New York

—

430

 West Region

—

320

 Philadelphia

—

248

 Miami

—

233

 Dallas

—

172

 Washington

—

123

 San Francisco

—

104

 Atlanta

—

103

 Houston

—

103

 Tampa

—

102

 None of the licenses purchased by the Company were “national” licenses.

 The individual city licenses shown in the table above provide incremental capacity to the regional licenses. This capacity is necessary to satisfy the expected usage in
large population centers where demand for advanced wireless communications services is generally the greatest. The individual city licenses are all the 700 MHz licenses designated as “A block” and “B block.”

 Phases to Bring Network Into Service

 There are five basic
phases in the process of bringing a new generation wireless network into service. These include (1) the identification of the spectrum resources to be utilized, including, if necessary, the acquisition of additional necessary licenses,
(2) preconstruction activities, (3) construction activities, (4) final testing, and (5) the launch of service. Preconstruction activities

 Page 4 of 19

include (1) the clearing of the licenses, if necessary, (2) the selection and testing of technology to be used, (3) the network design, and
(4) site selection, acquisition and site preparation activities, at either newly acquired network cell site locations, or existing cell site network locations. The first of the preconstruction activities described above (clearing activities)
can vary from license to license although some planning and testing activity is necessary for all licenses to determine the extent to which clearing is necessary. The other preconstruction activities (technology selection and testing activities,
network design activities and site-related activities), however, apply more generally to all licenses throughout the preconstruction process. While certain aspects of the process to bring a network into service must occur in a specific sequence,
other aspects, particularly preconstruction and construction activities, may occur in a specific geographical area simultaneously.

 Once payment has been
made for licenses and interest expense is being incurred, the Company’s policy is to begin capitalizing interest at the time that the preconstruction activities begin. Assuming no interruption in the process, the Company’s policy is to
continue capitalizing interest until the successful completion of final testing. The marketing of commercial services and the acquisition of customers generally begins shortly after the successful completion of final testing.

 In the case of the Company’s 4G network, although certain of the licenses intended for use in the deployment of this network were acquired as early as 2006,
preconstruction activities (and, therefore, interest capitalization on those licenses) did not commence until the third quarter of 2007 and are ongoing at this time.

 During the third quarter of 2009, construction activities that are not dependent on the completion of preconstruction activities commenced in 30 markets in the country where the Company expects to initially launch
service. The construction activities underway include the deployment of Ethernet backhaul capabilities, the addition of capacity to power and environmental control systems, and, where necessary, tower modifications for the mounting of additional
antennas. During the fourth quarter of 2009 or the first quarter of 2010, full network construction is expected to commence in these initial large markets as well as selected smaller markets. Final testing in 25-30 of the initial markets is expected
to be completed during 2010 and in smaller markets in 2011-2013.

 4G Qualifying Activities

 As discussed above, the Company’s 4G network is currently in the preconstruction phase. This phase includes a number of administrative and technical activities that
are summarized above and are necessary to ready the FCC licenses for their intended use. Although the Company considers the activities that are conducted during the preconstruction phases as qualifying activities for interest capitalization as
contemplated in SFAS 34, the cost of these activities are accounted for in accordance with the nature of the activity and not capitalized as part of the cost of the license. The Company does not capitalize interest on the cost of preconstruction
qualifying activities. Interest is only capitalized on the cost of the wireless license.

 Page 5 of 19

 When the Company purchases wireless licenses in Federal auctions, it is not uncommon that the license frequencies are
being used at the time for alternative purposes by another party such as a governmental agency or a radio or television broadcaster. In these instances, the license cannot be used as intended by the Company until the incumbent party stops using the
spectrum. “Clearing” is the general description of the activities that are performed to transfer the operations of the incumbent parties (or terminate the operations completely) from the purchased spectrum to other alternative spectrum.

 The clearing process requires testing to determine the nature and extent of interfering activities. Because the interfering use must be stopped before the
Company can use the licenses, the Company considers the act of “clearing” the preexisting user from the frequency as a qualifying preconstruction activity as defined in paragraph 17.b of SFAS 34. The time it takes to clear spectrum varies
but it typically takes at least one year and can take several years depending on the extent and nature of the interfering activities.

 The spectrum
included in the “4G Licenses that are Qualifying Assets” table above is all intended for use in the Company’s 4G network. The 700 MHz licenses purchased in 2008 were primarily being used by television broadcasters at the time of the
Company’s purchase. These television networks were required to stop using the spectrum by February 2009. This original deadline was extended by Congress, however, and the clearing activities continued until June 2009. The spectrum covered by
the AWS licenses acquired in 2006 was being used by government agencies such as the Department of Defense and the Department of Justice, as well as by private parties for broadcast radio service and commercial point-to-point microwave service. The
clearing activities for the AWS licenses, which began in July 2007, are not yet complete.

 The Staff has questioned whether clearing activities represent
qualifying activities in accordance with the requirements of SFAS 34. The Company concluded that the clearing activities represent preconstruction activities as contemplated in SFAS 34 because they are analogous to the demolition of a pre-existing
structure prior to the construction of a new manufacturing facility.

 Coincident with the clearing activities that began in mid-2007, the Company was also
conducting other qualifying activities as part of the preconstruction phase, such as the design and testing of the 4G network elements necessary for use in the network. The principal 4G network elements are the base stations, the antennas and the
end-user devices. The base stations and antennas are generally part of cell sites and the devices are the phones and data devices used to access the network. The 4G versions of base stations and antennas are not compatible with 2G and 3G devices.
The 4G devices can be designed to work with the 4G network as well as all preexisting 2G or 3G networks. The specifications for each of the 4G network elements are in the process of being determined and the resulting designs are being tested for
compliance and interoperability by company engineers. The preconstruction design and testing phase of the 4G network roll-out has been in process since the third quarter of 2007 and is ongoing. Although the necessary network elements are still
undergoing modification and enhancement, the network element design phase progressed to a point in early 2008 where non-commercial models of these elements were available for preconstruction testing and preconstruction technology trials. During
2008, such trials were conducted using the Company’s AWS license spectrum in Whippany, New Jersey in conjunction with Alcatel-Lucent; Columbus, Ohio in conjunction with Nortel; and Minneapolis, Minnesota in conjunction with Ericsson.

 Page 6 of 19

 These initial preconstruction technical trials have been followed up during 2009 with similar trials in Boston,
Massachusetts with Alcatel-Lucent and in Seattle, Washington with Ericsson utilizing the 700 MHz licenses purchased

CORRESP
1
filename1.htm

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

 September 16, 2009

 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, 2008

Filed February 24, 2009

Forms 10-Q for the Quarterly Periods Ended March 31, 2009 and June 30, 2009

File No. 1-08606

 Dear Mr. Spirgel:

 Pursuant to the Company’s conversation with Sharon Virga of the Staff on Wednesday, September 16, 2009, it was agreed that the Company would respond to the Staff’s comment letter dated August 19, 2009 no later than
Wednesday, September 23, 2009.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number
(908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

Sincerely,

 /s/ Robert J. Barish

Robert J. Barish

Senior Vice President & Controller

 cc: John F. Killian

CORRESP
1
filename1.htm

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

 September 3, 2009

 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, 2008

Filed February 24, 2009

Forms 10-Q for the Quarterly Periods Ended March 31, 2009 and June 30, 2009

File No. 1-08606

 Dear Mr. Spirgel:

 Pursuant to the Company’s conversation with Sharon Virga of the Staff on Wednesday, September 2, 2009, it was agreed that the Company would respond to the Staff’s comment letter dated August 19, 2009 no later than
Wednesday, September 16, 2009.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number
(908) 766-5725. In addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

Sincerely,

 /s/    Robert J. Barish

Robert J. Barish

Senior Vice President & Controller

 cc: John F. Killian

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       August 19, 2009
   Mr. Robert J. Barish Senior Vice President and Controller Verizon Communications, Inc. One Verizon Way, 4
th Floor
Basking Ridge, NJ 07920
 RE: Verizon Communications, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed February 24, 2009
       Forms 10-Q for the Quarterly Periods Ended March 31, 2009    and June 30, 2009
File No. 1-08606

Dear Mr. Barish:
We have reviewed your supplemental response letter dated July 31, 2009 as well
as your filing and have the following comments.  As noted in our comment letters dated April 13, June 4, and July 9, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the Year Ended December 31, 2008

Notes to Consolidated Financial Statements

Note 1.  Description of Business and Summary of Significant Accounting Policies

Intangible Assets Not Subject to Amortization

1. We note your response to comment one in our letter dated July 9, 2009.  We also note the documents dated May 31, 1996 and August 14, 1995 that you have sent us regarding capitalization of interest for FCC licenses related to PCS business.  Please provide a detailed response to the following comments.

Mr. Robert J. Barish
Verizon Communications, Inc.
August 19, 2009 Page 2  a. We note in your Form 10-K for December 31, 2008 that you disclose that Verizon
Wireless holds FCC licenses to operate several different radio services, including the cellular radiotelephone service, personal communication service, advanced wireless service, and point-to-point radio service.  Furthermore you state that the
technical and service rules, the specific radio frequencies and amounts of spectrum that you hold and the sizes of the geographic area that you are authorized to operate in, vary for each of these services.  Since the interpretation that was previously received related only to PCS licenses under paragraph 9 of SFAS 142, please provide us with separate information for your licenses by the four aforementioned categories.  Further separate each category of license into national licenses and those that pertain to a certain area, specifying the area to which each relates.  For each of the above, show the original cost, capitalized interest if applicable and any other capitalized costs.  If the licenses were obtained in a bulk purchase, please show us how you separated them into the individual components to properly capitalize interest in accordance with SFAS 34.
b. For your PCS licenses, tell us what is meant by the term, “cleared,” for existing
users in the third paragraph of your response.  If the customer has already received service and will continue to receive service after movement, why is this activity related to construction?  Please identify and quantify all the costs related to this activity, the related capitalized interest, as well as the periods over which these activities occurred.  We believe that interest related to this activity should not be capitalized.
 c.   Tell us why you believe that feasibility and the related engineering studies are not
R&D expenses pursuant to SFAS 2.  Tell us the nature of the technology decisions that were required and what was meant by studies to select the extent of technology to be deployed. Please quantify the costs related to each of these activities as related to PCS licenses, show the periods in which the costs were incurred, the amount of interest capitalized, and how these costs related to the buildout of the various portions of the PCS system.
d. Tell us the nature of the field trials that you conduct and whether you earn revenue related to the field trials.  Tell us how long these field trials last—both in the lab and also in the field and the parties who are conducting the trials.  Tell us the actual costs related to these trials and the amount of capitalized interest, if any.  Please discuss in detail why these costs are not R&D costs under SFAS 2.
 e. Once the equipment is tested and deployed, tell us the length of time that
transpires before you start providing services to your customers.  Tell us who actually provides the deployment services—the vendors’ employees or Verizon employees.

Mr. Robert J. Barish
Verizon Communications, Inc.
August 19, 2009 Page 3  f. Regarding the connection of the base station to the core network equipment, tell
us about and quantify any items that are used by both your wired lines and PCS wireless systems.    Tell us if you have capitalized soft costs related to pre-existing equipment and facilities and the amount and nature of those costs, including capitalized interest, if applicable.
    g. Please provide a detailed list of all the costs related to the last paragraph of page
two of your response.  Quantify each item and discuss in detail your reason for capitalizing the cost.  Tell us the specific licenses to which each of these activities related, the amounts capitalized and the related capitalized interest.  Show the period of development for each related license and include the activities that you believe commenced the development and finally the date of deployment.  Show on this schedule the related revenues, if any, earned during this period.
h. We do not agree with your position as stated in the last paragraph of page three of
your response that the cash payment for the purchase of licenses is a first condition for beginning to capitalize interest pursuant to paragraph 17 of SFAS 34.  We believe that this may explain the reason for the significant amount of interest related to FCC licenses that you capitalized in 2008.  You did not explain the reason for the disproportionate amount of interest capitalized and the date that the licenses were granted, November 26, 2008 as disclosed in Note 4 to your financial statements, during our telephone conversation of August 13, 2008.  We believe that you should not capitalize interest related to the purchase of an asset until it is a qualifying asset.  Paragraph 9 of SFAS 34 defines qualifying assets as assets that are constructed or otherwise produced for an enterprises own use (including assets constructed or produced for the enterprise by others for which deposits or progress payments have been made).  Furthermore paragraph 10 states that interest shall not be capitalized on assets that are not being used in the earning activities of the enterprise and are not undergoing the activities necessary to get them ready for use.  Please provide us with detailed calculations showing how you have calculated the interest that you have capitalized on FCC licenses by period for the 700 MHz licenses and your other licenses since you initiated this practice.  Please provide your capitalized interest calculations for wireless PP&E as well as capitalized interest related to other construction activities for which you should provide a detailed explanation.  We note your disclosure in Note 4 to your financial in your Form 10-K for December 31, 2008 that as of December 31, 2008 and 2007, $12.4 billion and $3.0 billion, respectively, of wireless licenses were not in service.  For each period, please reconcile the beginning and ending wireless licenses balances, showing beginning and ending balances, licenses acquired, and licenses disposed of.  Also note the licenses that have not been placed in service and the reason why the licenses have not been place in service.

Mr. Robert J. Barish
Verizon Communications, Inc.
August 19, 2009 Page 4  i. Please discuss in detail the process that you have in place to monitor qualifying
activities—especially the initiation of development of the PCS system, delays that require the suspension of the capitalization of interest and finally the activities that comprise the performance test to conclude the capitalization of interest.  If these processes have varied depending on the licenses involved, regional or national, or any other circumstance, please expand your response to discuss all circumstances in detail.

j. We note your disclosure in the last paragraph of your response to this comment  that the 700 MHz wireless licenses acquired in 2008 are necessary to develop and
offer fourth generation voice and data wireless services to your customers.  Please discuss in detail the relationship that exists between fourth generation and previous PCS licenses.  Compare and contrast the systems.  We note your disclosure in Note 4 to your financial statements in Form 10-K for December 31, 2008 that you were the successful bidder for twenty-five 12 MHz licenses in the A-block frequency, seventy-seven 12 MHz licenses in the B-block frequency, and
22 MHz licenses (nationwide with the exception of Alaska) in the C-block frequency.  Please tell us in detail how you have allocated the price paid among the various licenses and the significance of the frequency blocks obtained.   During our telephone conversation of August 13, 2009, you stated that you commenced work in stages to deliver fourth generation services to your customers.  Please show us in detail a schedule of the actual areas that are currently in development along with your projected completion dates for rolling these services out across the country.  We may ask for similar calculations for other enhancements to your system.

k. During our telephone conversation of August 13, 2009, you stated that the
wireless assets were comprised of licenses, actual hard network costs, retail
stores, employees, cars and other administrative costs.  Please tell us why you believe that costs of retail stores should be included as a cost of your wireless network and the impact of these stores on your interest capitalization policies.  Show us how you capitalize your employees and the direct and indirect costs that are considered the cost of an employee.  How do you determine if the activities are capitalizable?  Are timesheets kept to record activities?  What is included in the “cars” classification that you briefly mentioned during our telephone conversation?  Please provide us with a complete list of capitalized administrative activities, the amount capitalized for each activity and the relationship of the activity to the construction.

l. Tell us in detail how you determined the capitalization rate(s) for each period   using the guidance in paragraphs 12-16 of SFAS 34.

Mr. Robert J. Barish
Verizon Communications, Inc.
August 19, 2009 Page 5

Note 17.  Segment Information

2. We note your response to comment three in our letter dated July 9, 2009 and the information presented to your chief operating decision maker for September 2008 and August 2008.  It appears that the following wireless activities:  Northeast region, South region, Midwest region and West region as well as the following wireline activities:  International, Verizon Telecom FiOS and HSI, Verizon Business, and Verizon Services are each separate segments under SFAS 131.  We believe that each of these components constitute an operating segment as discrete financial information is presented to your chief operating decision maker on a monthly basis.  We note that this information contains operating margins, net income, net income before discontinued operations, EBITDA, revenue and certain expenses, or total expenses with which the chief operating decision maker can make decisions about resources to be allocated and assess performance.  In addition, we note that some of these components are led by various individuals who appear to be segment managers as discussed in paragraph 14 of SFAS 131.

If you believe any of the above operating segments can be aggregated under paragraph 17 of SFAS 131, please provide us your analysis and financial information for all periods presented in your filing.  In addition to your analysis of paragraphs 17.a through 17.e, please provide us with an analysis that includes historical and projected revenues, gross margins, gross margin percentages, EBITDA, and EBITDA percentages, and free cash flow contribution along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar.  Please also address any differences in the trends these financial indicators depict (e.g. if gross profit margin is decreasing for one operation and increasing for another).

Similarly, if you believe any of these operating segments are not required to be reported separately under paragraphs 18 – 21 of SFAS 131, please provide us an analysis to support your position.
*    *    *    *
   Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact

Mr. Robert J. Barish
Verizon Communications, Inc. August 19, 2009 Page 6  Sharon Virga, 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.  Please contact me at (202) 551-3810 if you have any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence

 Robert J. Barish

 Senior Vice President and Controller

 One Verizon Way, 4th Floor

 Basking Ridge, NJ 07920

 Tel:        (908) 559-1629

 Fax:        (908) 766-5725

 robert.barish@verizon.com

 July 31, 2009

 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, 2008

 Filed February 24, 2009

 Form 10-Q for the Quarterly Period Ended March 31, 2009

 File No. 1-08606

 Dear Mr. Spirgel:

 We have received your comment letter dated July 9, 2009, 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.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Notes to Consolidated Financial Statements

 Note 1.
Description of Business and Summary of Significant Accounting Policies

 Intangible Assets Not Subject to Amortization

 1. We note your response to prior comment 4. As previously requested, please tell us in greater detail how you evaluated the factors in SFAS 34 in concluding that
the licenses are “qualifying assets.” In addition, please provide us with the following information as of the end of each of the last five fiscal years and the first quarter of 2009:

•

 The nature and balance of each of the following: 1) the license balance that you believe is a qualifying asset and which you used to compute capitalized
interest AND 2)

related qualifying asset (asset group) balance for which you capitalized interest. Explain in detail the nature of the related assets that you are
constructing or constructed in previous years.

•

 The amount of interest capitalized for each of 1) your license balance and 2) related asset (asset group) balance.

•

 The amount of capitalized interest amortized for each of your related asset (asset group) balance.

 Wireless licenses provide the Company with an exclusive right to utilize designated radio frequency spectrum (“wireless spectrum”) to provide wireless
communications services. The wireless licenses are an integral part of the Company’s wireless communication network which has been constructed to provide robust, nationwide wireless services to our customers. Once wireless licenses, which
represent the right to use the wireless spectrum, have been acquired, the network needs to be completed through the construction and deployment of technology and equipment that will enable the Company to provide wireless communication services to
its customers. The Company believes that its wireless licenses are qualifying assets, “…that are constructed or otherwise produced for an enterprise’s own use (including assets constructed or produced for the enterprise by others for
which deposits or progress payment have been made),” as defined in Paragraph 9.a of Statement of Financial Accounting Standards No. 34, Capitalization of Interest Cost (“SFAS No. 34”). Additionally, the Company
believes based on disclosures of other public registrants that its accounting policy with respect to capitalization of interest on its wireless licenses in development for commercial service is the predominant industry practice.

Assets qualifying for interest capitalization generally are those that require a period of time to prepare them for their intended use. As noted in SFAS No. 34,
paragraph 6, “If an asset requires a period of time in which to carry out the activities necessary to bring it to that condition and location, the interest cost incurred during that period as a result of expenditures for the asset is a part of
the historical cost of acquiring the asset.” In addition, paragraph 12 of SFAS No. 34 indicates that “the amount of interest cost to be capitalized for qualifying assets is intended to be that portion of interest cost incurred during
the assets’ acquisition periods that theoretically could have been avoided … if expenditures for the assets had not been made.”

 In
connection with providing wireless services, there are a number of activities that occur in preparing acquired wireless spectrum for the provision of wireless communication services. These activities can occur sequentially or, for some activities,
simultaneously depending on the circumstances. In many cases, there are existing users of the wireless spectrum who need to be cleared and, in some cases, relocated to other wireless spectrum prior to the Company’s use of the wireless spectrum.
Feasibility and engineering studies are performed to select the nature and extent of technology to be deployed, and vendor selection and field trials are conducted. These activities include testing devices to ensure they function properly –
first in a lab environment and then in the field. Then equipment acquisition and deployment activities are undertaken, which includes working with equipment providers to develop and test cell site equipment and deploying it to cell sites in the
licensed area. The wireless network components include various types of equipment, such as base stations, transmission facilities and the core network elements. A typical base station includes antennas that transmit and receive signals to end-user
devices, radio equipment, backup power, transmission equipment, cabling, shelter and tower. The base station

 Page 2 of 7

is connected to the core network equipment via transmission facilities such as copper wire, fiber, or microwave. Typical core network elements include
switching and routing equipment, databases, servers, service delivery platforms, backup power, transmission equipment and shelters to house the equipment. Only after all of the activities described above are completed are final testing and
commercial launch possible.

 In accordance with Paragraph 17 of SFAS No. 34, “The term activities is to be construed broadly. It
encompasses more than physical construction; it includes all the steps required to prepare the asset for its intended use. For example, it includes administrative and technical activities during the preconstruction stage, such as the development of
plans or the process of obtaining permits from governmental authorities; it includes activities undertaken after construction has begun in order to overcome unforeseen obstacles, such as technical problems, labor disputes, or litigation.” The
activities listed above are considered qualifying activities in the development of wireless licenses because these activities are necessary to permit the intended commercial use of the wireless licenses.

 Because the purchase of wireless licenses required a cash payment, it is consistent with the first condition for beginning to capitalize interest cost as noted in
paragraph 17 of SFAS No. 34. When qualifying activities, which are necessary to get the wireless license ready for its intended use, are in progress, they meet the second condition in paragraph 17 of SFAS No. 34. Finally, as the Company
has net debt outstanding, on which interest costs are incurred, the third condition for commencing the capitalization of interest cost is present. As such, the period of time for which interest is capitalized commences once qualifying activities
have begun and ends when the wireless spectrum and related assets are able to satisfactorily provide wireless communications services. The wireless spectrum and related wireless plant equipment are considered to be able to provide wireless
communications services when they are able to pass a performance test. If activities are substantially suspended, interest capitalization ceases until the qualifying activities are resumed. The Company has a process in place to monitor these
qualifying activities.

 Page 3 of 7

 In response to the Staff’s comment the following information is being provided:

 (in millions)

3/31/09

12/31/08

12/31/07

12/31/06

12/31/05

12/31/04

 Total Wireless Licenses

$
70,873

$
61,974

$
50,796

$
50,959

$
47,781

$
42,067

 Qualifying Wireless Licenses

12,233

12,395

2,978

4,036

4,356

1,399

 Total Wireless Plant, Property and Equipment (“PP&E”)

56,584

52,124

50,887

46,411

42,018

36,914

 Qualifying Wireless PP&E

1,785

1,701

1,864

1,998

1,539

1,385

 Capitalized Interest

 Wireless Licenses

$
184

$
557

$
203

$
240

$
181

$
48

 Wireless PP&E

24

62

92

78

67

70

 Interest amortization related to Wireless PP&E

17

67

60

55

52

49

 During 2008, the Company acquired 700 MHz wireless licenses necessary to develop and offer fourth generation voice
and data wireless services to its customers. Approximately $9 billion of the Company’s wireless license balance at March 31, 2009 was attributable to these 700 MHz licenses. The process is underway for clearing the wireless spectrum and
the feasibility and engineering studies necessary to place the licenses into service have begun. Equipment acquisition and deployment activities related to this wireless spectrum have also recently begun. The detailed types of qualifying activities
that the Company has undertaken with respect to these licenses include: interference analysis, incumbent relocation, coordination with federal government and prior coordination notification to incumbents, filing base station data with the
appropriate clearinghouses, site selection, site leasing and acquisition, real estate zoning and permitting, radio frequency system design, usage studies, fixed network design, and switch and service planning.

 Note 4. Wireless Licenses, Goodwill and Other Intangible Assets

 Other Intangible Assets

 2. We note your response to prior comment 5. Tell us why you are not amortizing your $100 million
payment for access to a portfolio of patents and patent applications based on the weighted average remaining lives of these patents. For the $250 million that you may invest in an investment fund to buy patents and license the patents to various
parties, please tell us and disclose the nature of your commitment, including your potential liability for amounts not yet

 Page 4 of 7

invested. Tell us and disclose why you believe that this is an investment when your payment provides access to these patents without additional charge.

 The Company advises the Staff that it is amortizing the $100 million payment for access to the patent portfolio over the estimated average
remaining life of the patents in the portfolio. The Company reviewed the patents in the portfolio and determined that the estimated average remaining useful life was approximately 12 years. Based on the Company’s evaluation, it does not believe
that the use of other available amortization methods, such as the use of a weighted average remaining life, would result in a materially different amount of annual amortization.

 The Company also advises the Staff that the capital commitment of $250 million to the investment fund is the maximum amount the Company may be obligated to contribute under the subscription agreement, as disclosed in
Note 4 to the Condensed Consolidated Financial Statements as filed in the Company’s Form 10-Q for the period ending June 30, 2009. If any portion of the unfunded capital commitment is not called prior to 2012, the commitment with respect
to that unfunded amount will terminate, and the Company will not be obligated to make any further contributions to the investment fund. The amount of the commitment that had been called at June 30, 2009 was $58 million.

 Based on the terms of the agreement, the Company performed an analysis to allocate the $250 million capital commitment between the amount that represents an investment
and the amount that represents an intangible asset based on the right to use the patents being acquired by the fund. The amount allocated to the investment was based on the estimated future cash flows that the Company expects to receive from the
fund. The amount attributable to the right to use the patents is being amortized over the expected average remaining useful life of the patents, currently estimated to be approximately 12 years. As the fund acquires additional patents over the term
of the fund, the Company will continue to review the appropriateness of the remaining estimated useful life and make adjustments as required.

 Note
17. Segment Information

 3. We note your response to prior comments 3 and 6. Please address the following comments.

•

 In our prior comment we had requested all reports and information provided to your CODM. Please provide these reports. At this time we do not want to
parse the word “regularly.” Please confirm to us that you provided us with all the information your CODM gets that provides him with the information about FiOS and HSI that was used for the comments in the documented earnings call with
analysts.

•

 We note your statement that the CODM utilizes network-level financial measures to allocate resources and assess performance between its wireline and wireless
operations. Please tell us in detail how resources are allocated and performance is assessed within both your wireline and wireless operations.

•

 We note that you have Presidents within your wireline operations for Verizon Telecom, Verizon Business and Verizon Services. Please tell us why each President
is not considered part of the CODM group under paragraph 12 of SFAS 131 or segment manager under paragraph 14 of SFAS 131.

 Page 5 of 7

 We acknowledge the Staff’s request for all reports that are provided to our CODM, regardless of whether such reports
are provided on a “regular” basis. However, determining whether reports are provided to the CODM on a regular basis is necessary in order to properly apply paragraph 10 of Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”), which states, in part, that “An operating segment is a component of an enterprise … whose operating results are regularly reviewed
by the enterprise’s CODM to make decisions about resources to be allocated to the segment and assess its performance ….” Accordingly, the Company confirms that it has previously provided to the Staff all of the reports that are
regularly reviewed by the CODM to make decisions about allocating resources and assessing performance, as well as all of the reports provided to the CODM regarding FiOS and HSI that were used for the comments in the documented earnings call with
analysts.

 As previously noted to the Staff, the Company’s CODM is its Chairman and Chief Executive Officer. The Company does not consider the CODM
responsibility to be a shared responsibility and does not operate its business in that manner. The CODM allocates resources and assesses performance, has final decision making authority and is able to override decisions made by others within the
organization; therefore, the CODM has complete control over all operating decisions. The Company’s segment manager for its Wireline segment is its President and Chief Operating Officer who is directly accountable to and maintains regular
contact with the CODM to discuss operating activities, financial results, and plans for the segment. The Wireline segment manager is responsible for using the resources allocated to him by the CODM and for executing operating decisions made by the
CODM. The Company considers the individuals referred to in the Staff’s comment to be among those responsible for executing the directives from the Wireline segment manager for specific revenue channels and, in the case of Verizon Services,
network activities. All three are interdependent groups that contribute to, but cannot independently achieve, the Wireline revenue growth and adjusted operating income objectives.

 The primary measures used by the CODM to assess performance are revenue growth and adjusted operating income. These are assessed at both the consolidated level an

CORRESP
1
filename1.htm

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 24, 2009

 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, 2008

 Filed February 24, 2009

 Form 10-Q for the Quarterly Period Ended March 31, 2009

 File No. 1-08606

 Dear Mr. Spirgel:

 As referenced in the communication by the Company’s representatives with the Staff on Friday, July 24, 2009, the Company will respond to the Staff’s comment letter dated July 9, 2009 no later than
Friday, July 31, 2009.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number (908) 766-5725. In
addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

 Sincerely,

 /s/ Robert J. Barish

Robert J. Barish

Senior Vice President & Controller

 cc: John F. Killian

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       July 9, 2009
   Mr. Robert J. Barish Senior Vice President and Controller Verizon Communications, Inc. One Verizon Way, 4
th Floor
Basking Ridge, NJ 07920
 RE: Verizon Communications, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed February 24, 2009
       Form 10-Q for the Quarterly Period Ended March 31, 2009
File No. 1-08606

Dear Mr. Barish:
We have reviewed your supplemental response letter dated June 26, 2009 as well
as your filing and have the following comments.  As noted in our comment letters dated April 13 and June 4, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the Year Ended December 31, 2008

 Notes to Consolidated Financial Statements

Note 1.  Description of Business and Summary of Significant Accounting Policies

Intangible Assets Not Subject to Amortization

1. We note your response to prior comment 4.  As previously requested, please tell us in greater detail how you evaluated the factors in SFAS 34 in concluding that the licenses are “qualifying assets.”  In addition, please provide us with the following information as of the end of each of the last five fiscal years and the first quarter of 2009:

Mr. Robert J. Barish
Verizon Communications, Inc.
July 9, 2009 Page 2
• The nature and balance of each of the following:  1) the license balance that you believe is a qualifying asset and which you used to compute capitalized interest AND 2) related qualifying asset (asset group) balance for which you capitalized interest.  Explain in detail the nature of the related assets that you are constructing or constructed in previous years.
• The amount of interest capitalized for each of 1) your license balance and 2) related asset (asset group) balance.
• The amount of capitalized interest amortized for each of your related asset (asset group) balance.

Note 4.  Wireless Licenses, Goodwill and Other Intangible Assets

Other Intangible Assets

2. We note your response to prior comment 5.  Tell us why you are not amortizing your $100 million payment for access to a portfolio of patents and patent applications based on the weighted average remaining lives of these patents.  For the $250 million that you may invest in an investment fund to buy patents and license the patens to various parties, please tell us and disclose the nature of your commitment, including your potential liability for amounts not yet invested.  Tell us and disclose why you believe that this is an investment when you when your payment provides access to these patents without additional charge.

Note 17.  Segment Information

3. We note your response to prior comments 3 and 6.   Please address the following comments.

• In our prior comment we had requested all
 reports and information provided
to your CODM.  Please provide these reports.  At this time we do not want to parse the word “regularly.”  Please confirm to us that you provided us with all the information your CODM gets that provides him with the information about FiOS and HSI that was used for the comments in the documented earnings call with analysts.
• We note your statement that the CODM utilizes network-level financial measures to allocate resources and assess performance between its wireline and wireless operations.  Please tell us in detail how resources are allocated and performance is assessed within both your wireline and wireless operations.
• We note that you have Presidents within your wireline operations for Verizon Telecom, Verizon Business and Verizon Services.  Please tell us why each President is not considered part of the CODM group under paragraph 12 of SFAS 131 or segment manager under paragraph 14 of SFAS 131.

Mr. Robert J. Barish
Verizon Communications, Inc. July 9, 2009 Page 3
*    *    *    *
 Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Sharon Virga, 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.  Please contact me at (202) 551-3810 if you have any other questions.

         S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

 June 26, 2009

 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, 2008

Filed February 24, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2009

File No. 1-08606

 Dear Mr. Spirgel:

 We have received your comment letter dated June 4, 2009, 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.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Profitability Improvement

 1. We note your response to prior comment 4. Please include your response in future filings.

 In response to the Staff comment, the Company will include disclosure consistent with the response to prior Comment 4 in the Company’s
applicable future filings.

 Critical Accounting Estimates

 2. We note your response to prior comment 14. We note that for purposes of impairment testing of your wireless licenses, you use the direct income based valuation approach for estimating future discounted cash
flows to determine fair value. Tell us why you believe this methodology is an acceptable methodology to value the licenses. Also tell us how you are able to isolate the cash flows in your discounted cash flow model to be attributed to the licenses.
In your response, please include details about the application of this methodology to the wireless licenses, an indefinite lived intangible, including the assumptions used.

 In accordance with EITF D-108, “Use of the Residual Method to Value Acquired Assets Other Than Goodwill,” (“D-108”) the Company estimates the fair value of its wireless licenses using a direct
value method. In contemplation of its adoption of D-108, which became effective on January 1, 2005, the Company consulted with its independent valuation firm and independent auditors in 2004 and considered its previous discussions with the
Office of the Chief Accountant of the Securities and Exchange Commission (“SEC”) on May 24, 2004 and concluded that the most appropriate direct valuation approach for its wireless licenses was a variation of the income approach
commonly known as the “Greenfield Approach.” The Company has consistently used the Greenfield Approach as its direct income based valuation methodology for estimating the fair value of its wireless licenses since January 1, 2005.

 The Greenfield Approach is a commonly used approach to directly value wireless licenses, broadcast licenses, cable franchise agreements and other similar
intangible assets. The theory underlying this approach is that the owner incurs the start-up costs, initial losses and capital investment needed to create the wireless licenses’ cash flows. This approach directly isolates and values the
wireless licenses as the net present value of the difference between the cash inflows from the operation of the wireless network, principally in the form of service revenues from customers, and the cash outflows required to build and operate a
wireless network.

 In order to add objectivity to the process, the Company retains an independent firm to support the Company’s valuation. The
valuation includes the following steps:

 Page 2 of 6

•

 A discounted cash flow model is constructed to forecast the cash flows from inception, assuming the only asset held is the wireless licenses. The discrete cash
flows are forecasted for the number of years it takes to arrive at a typical representative market penetration level. The cash flows are comprised of forecasted capital expenditures, operating revenues and operating expenses.

•

 Capital expenditures are based on the costs for current and anticipated technology that would be used in the new theoretical network. The build-out is modeled over
the estimated period needed to build the network in order to serve the representative market penetration level.

•

 Revenues are estimated based on the representative market penetration and estimated subscriber usage.

•

 Expenses reflect the costs to attract and retain customers to reach the representative market penetration level and operating costs to serve the customers.

•

 Once the network is built and the representative market penetration rate is reached, a terminal value after this forecast period is estimated based on a constant
growth perpetuity formula or a terminal sale multiple. This terminal value reflects the operations as a going concern.

•

 The future cash flows and terminal value are then discounted to their present value at a rate of return commensurate with the risk inherent in the cash flows.

•

 This present value is the estimated fair value of the wireless licenses as it represents what a willing buyer would pay to purchase the cash flows specifically
related to the wireless licenses at the valuation date.

 The Company believes the Greenfield Approach is the most appropriate valuation
methodology for estimating the fair value of its wireless licenses as it measures what a willing buyer would be willing to pay to purchase only the wireless licenses as of the valuation date. In other words, the Greenfield Approach only includes the
cash flows associated with the build-out and operations of the wireless licenses.

 Notes to Consolidated Financial Statements

 Note 1. Description of Business and Summary of Significant Accounting Policies

 Goodwill

 3. We note from your response to prior comment 17 that you have “operating activities
organized around classes of customers or geographical locations” and that you “collect reliable revenue information and direct cost information for each of these.” However, your reports provided with respect to your response to prior
comment 20 does not appear to contain such information. Tell us who is provided with this information and why. Further, we note your statement that “profitability information is not available at either the customer or regional level.”
Since you have reliable revenue and direct cost information, then you have reliable implied margins, or “profitability information.” Further, if such information is available and is provided to any of the CODMs, it appears that the
information by class of customer or geographic location may meet the definition of an operating segment. Please advise. Refer to paragraphs 13-15 of SFAS 131 in your response.

 Page 3 of 6

 Please refer to the Company’s response to Comment 6.

 Intangible Assets Not Subject to Amortization

 4. We note your response to prior comment 18. SFAS 34
permits the capitalization of interest necessarily incurred to bring a certain qualifying asset to the condition and location necessary for its intended use. Paragraph 9(a) defines qualifying assets as those that are constructed or otherwise
produced for an enterprise’s own use (including assets constructed or produced for the enterprise by others for which deposits or progress payments have been made). It is unclear to us how your wireless licenses meet this definition of
“qualifying assets.” Please tell us in more detail the factors your considered in concluding that these licenses are “qualifying assets.”

 The Company advises the Staff as noted in Paragraph 9a of Statement of Financial Accounting Standards No. 34, Capitalization of Interest Cost (“SFAS No. 34”), that “assets that are
constructed or otherwise produced for an enterprise’s own use (including assets constructed or produced for the enterprise by others for which deposits or progress payments have been made) are ‘qualifying assets’.” The
Company’s wireless licenses are an integral part of its wireless network, which is constructed to provide wireless services to its customers. Accordingly, the Company considers its wireless licenses that are currently in development (along with
the related wireless network) to be qualifying assets under SFAS No. 34. The Company has summarized below its understanding of the treatment of wireless licenses as qualifying assets.

 During 1995 and 1996, representatives from Arthur Andersen held discussions with the Staff regarding a number of issues related to certain wireless
telecommunication registrants, including whether wireless licenses were “qualifying assets” as contemplated by SFAS No. 34. During these discussions the Staff informed Arthur Andersen that it believed that the amount paid for wireless
licenses should be considered qualifying assets under SFAS No. 34. Arthur Andersen subsequently discussed this matter with the other members of the Big 6 accounting firms1. At that time, all of the Big 6 accounting firms agreed that amounts paid for wireless licenses were qualifying assets under SFAS
No. 34. The Company has consistently applied this accounting policy to its wireless licenses since that time.

 In summary, the Company believes that
during their development its wireless licenses meet the characteristics of “qualifying assets” as described in SFAS No. 34 because the Company’s wireless licenses (along with the related wireless network) require a substantial
amount of cost and effort to get them ready for their intended use in the Company’s earnings activities.

1

 Arthur Andersen, Coopers & Lybrand, Deloitte & Touche, Ernst & Young, KPMG Peat Marwick and Price Waterhouse.

 Page 4 of 6

 Note 4. Wireless Licenses, Goodwill and Other Intangible Assets

 Other Intangible Assets

 5. We note your response to
prior comment 19. It appears to us that your response is not considered confidential. Please file this response on EDGAR or advise us in more detail why your request for confidential treatment is appropriate. Tell us your consideration of whether
these amounts are investments rather than non-exclusive licenses since it appears that you have not identified the licenses to which you will have non-exclusive access.

 In response to the Staff’s comment, the Company has revised its response to prior comment 19 to read as follows:

 During 2008, the Company paid $100 million to an investment fund that holds a portfolio of patents and patent applications. Many of these patents and patent applications are relevant to the Company’s business, because they are directed
to wireless and wireline communications services and technologies. The payment provides the Company with the right to use the patents in the conduct of its business, where possible, without additional payment. The $100 million payment is being
amortized over the estimated average remaining life of the patents.

 In a related transaction, the Company agreed to invest up to an additional $250
million in an investment fund that was formed to buy patents and license the patents to investors and other potential parties. The Company’s investment provides the Company with the right to use the patents, where possible, without any
additional payment, in the conduct of its business. Amounts paid under this commitment are included in investments in unconsolidated businesses on the consolidated balance sheet. Any unutilized portion of this commitment expires in 2012. At
March 31, 2009, the Company had invested approximately $48 million in these investment funds.

 There are no other significant costs associated with
these commitments.

 Note 17. Segment Information

 6. We note your response to prior comment 20. Please confirm in writing that you have provided the staff with all of the reports that are provided to your chief operating decision maker (CODM) and that your CODM uses no other
additional reports other than those you provided to us.

 We further note from your response your reference to chief operating decision
makers. Please identify for us who your chief operating decision makers are with specific reference to paragraph 12 of SFAS 131. Also confirm that all of those chief operating decision makers only utilize the reports that you provided to us when
making decisions about resources to be allocated and assessing performance. If any of your chief operating decision makers are provided with other reports that are regularly reviewed by them, please provide such reports to us. Further, tell us in
detail what you believe constitutes being “regularly reviewed” under paragraph 10 b. of SFAS 131.

 Page 5 of 6

 We note from your Form 8-K dated October 27, 2008, containing your announcement of your third quarter results,
that “FiOS was EBITDA positive in the third quarter.” We further note several excerpts from your third quarter earnings conference call that “with regard to FiOS, (you) were on plan both financially and operationally,”
“reducing our structural costs, including access rates in VZB,” “FiOS is on plan and it is actually EBITDA positive this quarter,” and “which is why (you) actually upped some of (y)our own estimates on where (you) think
(you) would be with FiOS.” Finally, we note your Chairman and CEO Ivan Seidenberg’s statement that you “have very, very specific performance metrics that (you) have been meeting now for the past two or three years,” with respect
to your FiOS business. All of these statements appear to imply that more detailed information is available and is being provided to your Chairman and CEO, President and COO, and EVP and CFO. Please advise.

 The Company advises the Staff that its chief operating decision maker (“CODM”), as defined by Financial Accounting Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information (“SFAS No. 131”) is the Company’s Chairman and Chief Executive Officer. The Chairman and CEO determines the Company’s overall business strategy and exercises final
decision-making authority with respect to the allocation of resources and assessment of performance. The Company’s business is organized and operated around its wireless and wireline networks. Cash resources are allocated to enable the delivery
of innovative and advanced services over these networks, to provide for strategic investments and to maintain the desired capital structure and dividend policies. The information included in the monthly report provided to the Staff in the
Company’s response to prior comment 20 represents the primary information provided to the CODM to allocate resources and assess performance.

 In
response to the Staff’s request, the Company is providing a supplemental response relating to another report provided to the CODM under cover requesting confidential treatment pursuant to the provisions of 17 C.F.R. § 200.83. Two versions
of the report are being provided. One version is issued on a monthly basis and the other version is issued on a quarterly basis. The versions are similar except that the quarterly report includes actual and budgeted financial information that is not
included in the monthly report. In addition to this report and the report provided to the Staff in the previous response, the CODM receives information at meetings and in response to ad hoc requests for information throughout the year. The Company
does not believe that this information constitutes information that is regularly reviewed by the CODM, as contemplated by SFAS No. 131.

 The quarterly
report provided to the Staff in this response contains the FiOS EBITDA information referred to by the Staff in its comments. It also contains EBITDA information for one other service, HSI (high speed internet). Although this information is available
to the CODM, it is not used to allocate resources or assess performance, as contemplated by either paragraphs 13 through 15 of SFAS No. 131 or the CODM because EBITDA, by definition, does not include depreciation for the Company’s network,
wh

CORRESP
1
filename1.htm

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

 June 19, 2009

 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, 2008

Filed February 24, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2009

File No. 1-08606

 Dear Mr. Spirgel:

 Pursuant to the Company’s conversation with Sharon Virga of the Staff on Thursday, June 18, 2009, it was agreed that the Company would respond to the Staff’s comment letter dated June 4, 2009 no later than Friday,
June 26, 2009.

 Correspondence regarding this letter may be directed to the attention of the undersigned at fax number (908) 766-5725. In
addition, you may contact me at (908) 559-1629 or Michael Morrell at (908) 559-1200.

Sincerely,

 /s/ Robert J. Barish

Robert J. Barish

Senior Vice President & Controller

cc:

John F. Killian

Doreen A. Toben

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       June 4, 2009
    Mr. Robert J. Barish Senior Vice President and Controller Verizon Communications, Inc. One Verizon Way, 4
th Floor
Basking Ridge, NJ 07920
 RE: Verizon Communications, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed February 24, 2009
       Form 10-Q for the Quarterly Periods Ended March 31, 2009
File No. 1-08606

 Dear Mr. Barish:
We have reviewed your supplemental response letter dated May 20, 2009 as well
as your filing and have the following comments.  As noted in our comment letter dated April 13, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the Year Ended December 31, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Profitability Improvement

1. We note your response to prior comment 4.  Please include your response in future filings.

Critical Accounting Estimates

Mr. Robert J. Barish
Verizon Communications, Inc.
June 4, 2009 Page 2   1. We note your response to prior comment 14.  We note that for purposes of impairment testing of your wireless licenses, you use the direct income based valuation approach for estimating future discounted cash flows to determine fair value.  Tell us why you believe this methodology is an acceptable methodology to value the licenses.  Also tell us how you are able to isolate the cash flows in your discounted cash flow model to be attributed to the licenses.  In your response, please include details about the application of this methodology to the wireless licenses, an indefinite lived intangible, including the assumptions used.
 Notes to Consolidated Financial Statements

 Note 1.  Description of Business and Summary of Significant Accounting Policies

 Goodwill

 2. We note from your response to prior comment 17 that you have “operating activities organized around classes of customers or geographical locations” and that you “collect reliable revenue information and direct cost information for each of these.”  However, your reports provided with respect to your response to prior comment 20 does not appear to contain such information.  Tell us who is provided with this information and why.  Further, we note your statement that “profitability information is not available at either the customer or regional level.”  Since you have reliable revenue and direct cost information, then you have reliable implied margins, or “profitability information.”  Further, if such information is available and is provided to the CODMs, it appears that the information by class of customer or geographic location may meet the definition of an operating segment.  Please advise.  Refer to paragraphs 13-15 of SFAS 131 in your response.
  Intangible Assets Not Subject to Amortization

 3. We note your response to prior comment 18.  SFAS 34 permits the capitalization of interest necessarily incurred to bring a certain qualifying asset to the condition and location necessary for its intended use.  Paragraph 9(a) defines qualifying assets as those that are constructed or otherwise produced for an enterprise's own use (including assets constructed or produced for the enterprise by others for which deposits or progress payments have been made).  It is unclear to us how your wireless licenses meet this definition of “qualifying assets.”  Please tell us in more detail the factors your considered in concluding that these licenses are “qualifying assets.”

Mr. Robert J. Barish
Verizon Communications, Inc.
June 4, 2009 Page 3  Note 4.  Wireless Licenses, Goodwill and Other Intangible Assets

 Other Intangible Assets

 4. We note your response to prior comment 19.  It appears to us that your response is not considered confidential.  Please file this response on EDGAR or advise us in more detail why your request for confidential treatment is appropriate.  Tell us your consideration of whether these amounts are investments rather than non-exclusive licenses since it appears that you have not identified the licenses to which you will have non-exclusive access.
 Note 17.  Segment Information

 5. We note your response to prior comment 20.  Please confirm in writing that you have provided the staff with all of the reports that are provided to your chief operating decision maker (CODM) and that your CODM uses no other additional reports other than those you provided to us.

We further note from your response your reference to chief operating decision makers.  Please identify for us who your chief operating decision makers are with specific reference to paragraph 12 of SFAS 131.  Also confirm that all of those chief operating decision makers only utilize the reports that you provided to us when making decisions about resources to be allocated and assessing performance.  If any of your chief operating decision makers are provided with other reports that are regularly reviewed by them, please provide such reports to us.  Further, tell us in detail what you believe constitutes being “regularly reviewed” under paragraph 10 b. of SFAS 131.  We note from your Form 8-K dated October 27, 2008, containing your announcement of your third quarter results, that “FiOS was EBITDA positive in the third quarter.”  We further note several excerpts from your third quarter earnings conference call that “with regard to FiOS, (you) were on plan both financially  and operationally,” “reducing our structural costs, including access
rates in VZB,” “FiOS is on plan and it is actually EBITDA positive this quarter,” and “which is why (you) actually upped some of (y)our own estimates on where (you) think (you) would be with FiOS.”   Finally, we note your Chairman and
CEO Ivan Seidenberg’s statement that you “have very, very specific performance metrics that (you) have been meeting now for the past two or three years,” with respect to your FiOS business.  All of these statements appear to imply that more detailed information is available and is being provided to your Chairman and CEO, President and COO, and EVP and CFO.  Please advise.

Mr. Robert J. Barish
Verizon Communications, Inc. June 4, 2009 Page 4
*    *    *    *
 Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Sharon Virga, 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.  Please contact me at (202) 551-3810 if you have any other questions.

         S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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Verizon Communications, Inc. -- SEC 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

 May 20, 2009

 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, 2008

Filed February 24, 2009

File No. 1-08606

 Dear Mr. Spirgel:

 We have received your comment letter dated April 13, 2009, 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.

 In several cases we have responded to your comments in whole or in part by
including disclosure in Verizon Communications Inc.’s (“Verizon” or “the Company”) Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “2009 10-Q”). In each case in which we have provided
such disclosure, we will continue to do so in applicable future filings.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 General

 1. Your ability to raise capital may be
impacted by the Alltel merger, current credit ratings after credit downgrades, and debt covenants. With a realistic evaluation of your current financial situation, please discuss how the following items may impact current and future results:

•

 changes in credit lines and credit availability;

  Page
 2
 of 17

•

 parties with which you have credit lines;

•

 whether existing credit lines have matured or been called;

•

 whether backup credit lines remain available; and,

•

 goodwill and license impairments.

 Please provide us with your proposed disclosures.

 In response to the Staff comment, the Company included the following disclosure
in the 2009 10-Q in Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) under the heading “Consolidated Financial Condition”:

 The recent disruption in the global financial markets has affected some of the financial institutions with which we do business. A continued sustained
decline in the stability of financial institutions could affect our access to financing. In addition, if the national or global economy or credit market conditions in general were to deteriorate further, it is possible that such changes could
adversely affect our cash flows through increased interest costs or our ability to obtain external financing or to refinance our existing indebtedness.

 The Company also included the following disclosure in the 2009 10-Q in the MD&A under the heading “Consolidated Financial Condition – Cash Flows Used in Financing Activities”:

 As of March 31, 2009, we had a $6 billion, 3-year credit facility with a syndicate of lenders that was scheduled to mature in September 2009. On
that date, the unused borrowing capacity under the facility was approximately $5.6 billion. On April 15, 2009, we terminated all commitments under the 3-year credit facility and entered into a new $5.3 billion, 364-day credit facility with a
group of major financial institutions.

 On its effective date, approximately $0.2 billion of stand-by letters of credit were issued under
the new credit facility. The credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. The credit facility
contains provisions that permit us to convert any borrowings that are outstanding at maturity to a term loan with a maturity date of one year from the original maturity date of the credit facility. We intend to use the credit facility to support the
issuance of commercial paper, for the issuance of letters of credit and for general corporate purposes.

 In December 2008, the Company
entered into a $0.2 billion vendor-provided credit facility. In January 2009, the Company borrowed the entire $0.2 billion available under this facility.

 The Company advises the Staff that there are 19 lenders in the syndicate for our April 15, 2009 credit facility. Each of these lenders have been accorded high ratings by nationally recognized primary rating agencies. These lenders are
permitted to sell or assign their loan commitments to new lenders and, as a result, the lender group may change during the term of the facility. As a result, the Company believes that disclosure of the identities of the lenders could be confusing
and is not material to an understanding of the availability of credit under the credit facility.

  Page
 3
 of 17

 The Company also advises the Staff that it addressed financing risks in Item 1A of its Annual Report on Form
10-K for the year ended December 31, 2008 (the “2008 10-K”) in the risk factor entitled “Adverse changes in the credit markets could increase our borrowing costs and the availability of financing.” For the Company’s
response related to goodwill and license impairments please refer to the Company’s response to Comment 14.

 2. Provide a robust discussion of your prospects for 2009 in a section on trends after considering the impact of the economic situation in the 4th quarter of 2008 and the 1st quarter of 2009. Please remember that there are two assessments that you must make
where a trend, demand, commitment, event or uncertainty is known:

•

 Is the known trend, demand, commitment event or uncertainty likely to come to fruition? If you determines that it is not reasonably likely to occur, no
disclosure is required; and,

•

 If you cannot make that determination, you must evaluate objectively the consequences of the known trend, demand, commitment, event or uncertainty, on the
assumption that it will come to fruition. Disclosure is then required unless you determine that a material effect on the registrant’s financial condition or results of operations is not reasonably likely to occur. Please note that
“reasonably likely” is a lower threshold than “more likely than not” but a higher threshold than “remote.” The concept of “reasonably likely” is used in the context of disclosure for MD&A purposes and is
not intended to mirror the tests in SFAS 5 established to determine when accrual is necessary, or when disclosure in the footnotes to the financial statements is required.

 Please address the above and include the following in your discussion as well:

•

 The impact of changes in customer services and plans;

•

 Further reductions in traditional wireline business;

•

 The cost of implementing FiOS as well as other critical strategic moves;

•

 Any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or unfavorable impact on net sales or revenues or
income from continuing operations;

•

 If events that are likely to cause a material change in the relationship between costs and revenues, the change in the relationship should be disclosed; and

•

 To the extent there is a material increase in net sales, discuss the price versus volume mix (whether the overall increase is attributable to increases in
prices or increases in the volume of goods and services being sold).

 Please provide us with your proposed disclosures.

 In response to the Staff comment, the Company will include a section on trends in the MD&A in its Annual Report on Form 10-K for the year
ending December 31, 2009 (the “2009 10-K”) and in applicable future filings. Set forth below is the section on trends drafted based on information available to the Company as of December 31, 2008:

  Page
 4
 of 17

 Trends

 We expect that competition within the telecommunications industry will continue to intensify with traditional, non-traditional and emerging service providers seeking increased market share. In recent years, we have
experienced continuing access line losses as customers have disconnected both primary and secondary lines and switched to alternative technologies, such as wireless, VoIP and cable for voice and data services. If the current economic recession
continues or deepens, we may experience further declines in our Wireline business. We may also experience a decline in demand for some of our other products and services as consumers reduce discretionary spending and seek lower-cost alternatives.

 Despite this challenging environment, we expect that aspects of our business will continue to grow by providing superior network
reliability as we continue to offer innovative product bundles that include high-speed Internet access, digital television and local and long distance voice services, and offering more robust IP products and services. We will continue to focus on
cost efficiencies to offset any adverse impacts from unfavorable economic conditions.

 We believe that our networks differentiate us from
our competitors, enabling us to provide enhanced communications experiences to our customers. We believe our focus on the fundamentals of running a good business, including operating excellence and financial discipline, give us the ability to plan
and manage through changing economic conditions. We will continue to invest for growth, which we believe is the key to creating value for our shareowners.

 The Company will provide trends information in its applicable future filings for current developments at the time of filing, such as the information noted in the response to Comment 3.

 3. Discuss your plans, if any, to sell off either your remaining or a portion of your wireline business after your spin off of Spinco.

 The Company advises the Staff that on May 13, 2009, the Company entered into definitive agreements with Frontier Communications Corporation
(“Frontier”) pursuant to which Frontier will become the owner of the Company’s local exchange and related business assets in predominantly rural areas in 14 states. The assets are located in Arizona, Idaho, Illinois, Indiana,
Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin, and also include a small number of exchanges in California, including those bordering Arizona, Nevada and Oregon. Consummation of the
transactions contemplated in the agreements is subject to customary closing conditions. The Company does not currently have plans to divest its remaining switched or special access lines.

 Profitability Improvement

 4. Please provide a range
for your capital expenditures for 2009 by project including those that you may decide to delay to a future period. Disclose the nature and amounts of your discretionary and non-discretionary capital expenditures. Also discuss why you expect 2009
capital expenditures to be lower than 2008. Include in your discussion how the “greater economies of scale and the rationalization of network assets” will contribute to your lower 2009 capital expenditures. Please provide us with your
proposed disclosures.

  Page
 5
 of 17

 The Company advises the Staff that its 2009 capital program includes capital to fund the introduction of advanced
networks and services, including FiOS and our wireless LTE network, the continued expansion of our core networks, including our IP and wireless EVDO networks, integration activities, maintenance and support for our legacy voice networks and other
expenditures. The amount and the timing of the Company’s capital expenditures within these broad categories can vary significantly as a result of a variety of factors outside the Company’s control, including, for example,
accelerations or delays in obtaining franchises or material weather events. Because the Company is not subject to any agreement or group of agreements that would require material capital expenditures by the Company on a designated
schedule or upon the occurrence of designated events, and due to the inherent unpredictability in the timing and amount of the Company’s capital expenditures, the Company does not believe that a categorization of capital expenditures as
discretionary or non-discretionary would be meaningful to investors. The Company believes that it has sufficient discretion over the amount and timing of its capital expenditures on a Company-wide basis that it can reasonably expect to
have lower capital expenditures in 2009 than 2008, exclusive of those related to the integration of Alltel Corporation.

 The Company advises the Staff that
the reference to lower capital expenditures as a result of “greater economies of scale and the rationalization of network assets” was made with respect to “overall combined capital expenditures” of the Company and the former
Alltel Corporation. The Company expects that after the integration of the Alltel network it will incur lower capital expenditures than it and Alltel Corporation would have incurred separately due to the potential achievement of greater volume
discounts from vendors based on the combined purchasing amounts, as well as the elimination of the purchasing of duplicate network assets in the combined coverage areas.

 Consolidated and Segment Result of Operations

 5. Your discussion regarding results of operations
should not consist merely of numeric dollar and percentage changes measured from period to period of various line items on the income statement. You should address the underlying reasons for changes in the price versus volume mix. For example, if
sales declined because the volume of goods sold decreased by 20%, but this was offset by a 10% increase in price, the discussion in the MD&A should not stop once it identifies the price and volume components. In this example, the underlying
factors that contributed to the decline in volume as well as the increase in selling prices should also be discussed. The focus should be on an analysis of the factors that caused these changes to occur. In providing this analysis, you may find it
helpful to include a discussion of key variables and financial measures management is utilizing in managing the business. These variables may be non-financial in nature or may represent industry specific metrics. Furthermore, MD&A should fully
explain the results of operations. For example, MD&A should not merely state that the increase in revenues and costs of revenues is due to a significant acquisition. Rather, the contribution of the recent acquisition to total revenues should be
quantified to the extent possible, and any increase or decrease in the underlying revenues of the pre-existing business should then be addressed. Provide us with your proposed disclosures.

  Page
 6
 of 17

 In response to the Staff’s comment, the Company has included disclosure of the underlying reasons for its
changes in Results of Operations in the MD&A in the 2009 10-Q. Examples of the disclosures included are:

•

 The Company included tables for certain metrics that were previously described in narrative format.

•

 For Domestic Wireless, the Company described the effects of the Alltel acquisition on the results of operations, as well as additional contributing factors in the
pre-existing business. In addition to the acquisition, the Company explained the effects of the growth from data services on service revenues. The Company also explained that the increase in equipment sales was due to an increase in the volume sold,
offset by a decrease in the average revenue per unit driven in part by recent promotions. The Company also explained the effect of churn during the period, including the effect of the current economic conditions on the number of disconnections.

•

 For Wireline, the Company explained the growth in Mass Markets revenues due to the increase in customers as a result of the availability of FiOS services, along
with the decline in local exchange revenues as a result of switched access li

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

April 13, 2009

Ms. Doreen A. Toben Executive Vice President and Chief Financial Officer Verizon Communications, Inc. 140 West Street New York, New York 10007
 Re: Verizon Communications, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed February 24, 2009
File No. 1-08606

Dear Ms. Toben:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please comply with the following comments in future filings.  Confirm in writing that you will do so and explain to us how you intend to comply.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ms. Doreen A. Toben
Verizon Communications, Inc.
April 13, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 General

1. Your ability to raise capital may be impacted by the Alltel merger, current credit
ratings after credit downgrades, and debt covenants.  With a realistic evaluation of your current financial situation, please discuss how the following items may impact current and future results:

•  changes in credit lines and credit availability;
•  parties with which you have credit lines; •  whether existing credit lines have matured or been called; •  whether backup credit lines remain available; and, •  goodwill and license impairments.

Please provide us with your proposed disclosures.

2. Provide a robust discussion of your prospects for 2009 in a section on trends after
considering the impact of the economic situation in the 4
th quarter of 2008 and the
1st quarter of 2009.  Please remember that there are two assessments that you must
make where a trend, demand, commitment, event or uncertainty is known:

• Is the known trend, demand, commitment event or uncertainty likely to come to fruition? If you determines that it is not reasonably likely to occur, no disclosure is required; and,

• If you cannot make that determination, you must evaluate objectively the consequences of the known trend, demand, commitment, event or uncertainty, on the assumption that it will come to fruition. Disclosure is then required unless you determine that a material effect on the registrant’s financial condition or results of operations is not reasonably likely to occur.  Please note that “reasonably likely” is a lower threshold than “more likely than not” but a higher threshold than “remote.”  The concept of “reasonably likely” is used in the context of disclosure for MD&A purposes and is not intended to mirror the tests in SFAS 5 established to determine when accrual is necessary, or when disclosure in the footnotes to the financial statements is required.
  Please address the above and include the following in your discussion as well:
• The impact of changes in customer services and plans;

Ms. Doreen A. Toben
Verizon Communications, Inc.
April 13, 2009 Page 3
• Further reductions in traditional wireline business;
• The cost of implementing FiOS as well as other critical strategic moves;
• Any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations;
• If events that are likely to cause a material change in the relationship between costs and revenues, the change in the relationship should be disclosed; and
• To the extent there is a material increase in net sales, discuss the price versus volume mix (whether the overall increase is attributable to increases in prices or increases in the volume of goods and services being sold).
  Please provide us with your proposed disclosures.  3. Discuss your plans, if any, to sell off either your remaining or a portion of your wireline business after your spin off of Spinco.
 Profitability Improvement

 4. Please provide a range for your capital expenditures for 2009 by project including those that you may decide to delay to a future period.  Disclose the nature and amounts of your discretionary and non-discretionary capital expenditures.  Also discuss why you expect 2009 capital expenditures to be lower than 2008.  Include in your discussion how the “greater economics of scale and the rationalization of network assets” will contribute to your lower 2009 capital expenditures.  Please provide us with your proposed disclosures.

Consolidated and Segment Result of Operations

5. Your discussion regarding results of operations should not consist merely of numeric dollar and percentage changes measured from period to period of various line items on the income statement.  You should address the underlying reasons for changes in the price versus volume mix. For example, if sales declined because the volume of goods sold decreased by 20%, but this was offset by a 10% increase in price, the discussion in MD&A should not stop once it identifies the price and volume components. In this example, the underlying factors that contributed to the decline in volume as well as the increase in selling prices should also be discussed. The focus should be on an analysis of the factors that caused these changes to occur. In providing this analysis, you may find it helpful to include a discussion of key variables and financial measures management is utilizing in managing the business. These variables may be non-financial in nature or may represent industry specific metrics.  Furthermore, MD&A should fully explain the results of operations. For example, MD&A should not merely state that the increase in revenues and costs of revenues is due to a significant

Ms. Doreen A. Toben
Verizon Communications, Inc.
April 13, 2009 Page 4
acquisition. Rather, the contribution of the recent acquisition to total revenues should be quantified to the extent possible, and any increase or decrease in the underlying revenues of the pre-existing business should then be addressed.  Provide us with your proposed disclosures.
 Provision for Income Taxes

 6. Please discuss in detail the reasons for the effective tax rates for the years presented, including but not limited to, why the state income tax rate was higher in 2007 and the greater benefit from foreign operations in 2006.  Please discuss here and in trends what you project the effective tax rate to be for 2009.  Please provide us with your proposed disclosures.
 Consolidated Financial Condition

 7. In your first full paragraph, you state that you use your net cash generated from operations to fund network expansion, etc.  Please expand the last sentence that states that additional debt or equity financing may be needed to fund additional development activities or to maintain your capital structure to ensure our financial flexibility.  Please be more specific and please quantify, using ranges if necessary, the amount of additional funding that may be required and the relevant time period.  Please discuss the “readily” available external financing arrangements upon which you may have to rely.  Please provide us with your proposed disclosures.
 8. Please quantify, using hypothetical interest rates the impact of increased interest rates.  Also discuss the impact of your current and future credit ratings on your interest rates.  Please provide us with your proposed disclosures.

Other

9. Please expand to discuss in detail the readily available external financing arrangements that you believe are sufficient to meet ongoing operating and investing requirements.  Please include in your discussion the impact of downgrades in your credit ratings here and in Cash Flows Provided By (Used In) Financing Activities.  Please provide us with your proposed disclosures.
  Cash Flows Provided By (Used In) Financing Activities

 10. Expand your discussion of the unused bank lines of credit at December 31, 2008 to state the amount of the three-year line of credit that expires in September 2009.  Discuss the likelihood of renewal.  Disclose the names of the parties with which

Ms. Doreen A. Toben
Verizon Communications, Inc.
April 13, 2009 Page 5
you have these commitments, the amount of the commitments, and the expiration dates of the commitments.  Please provide us with your proposed disclosures.
 11. Expand your discussion to disclose in detail the covenants in both the Three-Year Term Credit Facility and $12.5 billion Bridge Facility, including the 3.25:1 Leverage Ratio.  Also disclose the actual calculations of the covenants.  If there are debt covenants on other loans, please disclose those in detail as well.  Please discuss in detail the default provisions for failure to maintain an investment grade credit rating including the definitions of investment grade credit rating.
 Market Risk

 Interest Rate Risk

 Alltel Interest Rate Swaps

 12. Please tell us and discuss in detail how you intend to settle these contracts in the first half of 2009 given the current economic situation.
 Critical Accounting Estimates and Recent Accounting Pronouncements

 Critical Accounting Estimates

 13. Please note that an accounting estimate is recognized as a “critical accounting estimate” if:

• the accounting estimate requires you to make assumptions about matters that are highly uncertain at the time the accounting estimate is made; and,

• different estimates that the company reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on the presentation of your financial condition, changes in financial condition or results of operations.
  To inform investors of each critical accounting estimate and to place it the context of the company’s financial condition , changes in financial condition and results of operations,
the following information is required:
• A discussion that identifies and describes the estimate, the methodology used, certain assumptions and reasonably likely changes;

• An explanation of the significance of the accounting estimate to your financial condition, changes in financial condition and results of operations and, where

Ms. Doreen A. Toben
Verizon Communications, Inc.
April 13, 2009 Page 6
material, an identification of the line items in the your financial statements affected by the accounting estimate;

• A quantitative discussion of changes in line items in the financial statements and overall financial performance if you were to assume that the accounting estimate were changed, either by using reasonably possible near-term changes in certain assumption(s) underlying the accounting estimate or by using the reasonably possible range of the accounting estimate;

• A quantitative and qualitative discussion of any material changes made to the accounting estimate in the past three years, the reasons for the changes, and the effect on line items in the financial statements and overall financial performance;

• An identification of the segments of your business the accounting estimate affects; and,

• A discussion of the estimate on a segment basis, mirroring the one required on a company-wide basis, to the extent that a failure to present that information would result in an omission that renders the disclosure materially misleading.
   Please revise your discussion.  14. We note that wireless licenses accounted for more than 30.6% of total assets as of December 31, 2008.  Please tell us and disclose when you performed your annual impairment test and concluded that wireless licenses were not impaired.  Tell us whether you performed subsequent interim impairment tests. If you did not, tell us why, addressing the factors in paragraph 8 of SFAS 144.  You should discuss in your critical accounting estimates the factors you considered in determining why no interim impairment testing under SFAS 142 was required.

In light of the significance of the wireless licenses balance, we expect robust and comprehensive disclosure in your critical accounting estimates regarding your impairment testing policy.  This disclosure should provide investors with sufficient information about management's insights and assumptions with regard to the recoverability of your wireless licenses.  Specifically, we believe you should provide the following information:

• Provide a more detailed description of the steps you perform to review your wireless licenses for recoverability.

• We note that you use the direct value approach to determine the fair value of your wireless licenses by estimating future cash flows.  Qualitatively and quantitatively describe the significant estimates and assumptions used in this

Ms. Doreen A. Toben
Verizon Communications, Inc.
April 13, 2009 Page 7
valuation model to determine the fair value of each unit of accounting in your impairment analysis.  If you do not use the discounted cash flows approach, tell us why your approach is appropriate in determining fair value.  If you utilize the discounted cash flow approach, you should disclose at a minimum:

1) the discount rates for each unit of accounting and how those discount rates were determined,

2) how cash flows were determined, including your assumed growth rates, period of assumed cash flows and determination of terminal value, and

3) your consideration of any market risk premiums.

• Describe changes to the assumptions and methodologies, if any, since your annual impairment test.  In addition, tell us how the assumptions in your most recent test were impacted by the current economic environment.  For example, you should explain in detail how your discount rates reflect the market risk premiums that have been noted in the current equity and debt markets.

• Further, disclose any changes to your units of accounting or allocations of wireless licenses by unit of accounting and the reasons for such changes.

• Provide a table showing:

(1) the carrying value and the fair value of each unit of accounting. Alternatively, if you do not disclose the fair value of each unit of accounting, you should disclose its fair value if it does not exceed its carrying value by a significant amount; and
(2) using hypothetical percentage reductions in fair value, disclose the impairment amount that would have occurred had the hypothetical reductions in fair value existed at the time of your impairment testing.

• In addition, if the fair value of any of your units of accounting does not, or would not, exceed its carrying value by a significant amount, provide a sensitivity analysis of your most recent impairment test assumptions for this unit of accounting based upon reasonably likely changes.

• Identify your units of accounting and explain to us how they were determined under paragraph 17 of SFAS 142 and EITF 02-7.

Please provide us with your proposed disclosures.  For further guidance, refer to Release No. 33-8350 "Interpretation: Commission Guidance Regarding

Ms. Doreen A. Toben
Verizon Communications, Inc.
April 13, 2009 Page 8
Management's Discussion and Analysis of Financial Conditio

January 18, 2008
 Mail Stop 3720
By U.S. Mail and facsimile to (908) 766-3813

Marianne Drost
Senior Vice President, Deputy General Counsel     and Corporate Secretary Verizon Communications Inc. 140 West Street, 29
th fl
New York, NY  10007

Re:  Verizon Communications Inc.
 Definitive Revi sed Schedule 14A
 Filed March 28, 2007
File No. 001-08606
  Dear Ms. Drost:    We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.

 Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3350
          S i n c e r e l y ,             K a t h l e e n  K r e b s          S p e c i a l  C o u n s e l

CORRESP
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Correspondence Letter

 Marianne Drost

 Senior Vice
President

 Deputy General Counsel &

 Corporate
Secretary

Verizon Communications

140 West Street, 29th fl.

New York, New York 10007

Phone 212-395-1783

Fax 908-766-3813

marianne.drost@verizon.com

 November 6, 2007

 Kathleen Krebs

 Special Counsel

 Division of
Corporation Finance

 U. S. Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

Re:

Verizon Communications Inc.

Definitive Revised Schedule 14A

Filed March 28, 2007

File No. 1-08606

 Dear Ms. Krebs:

 Verizon Communications Inc. (Verizon) is submitting this response to your letter of September 27, 2007 to Ivan Seidenberg, Chairman and Chief Executive Officer of Verizon. The numbered paragraphs below correspond to the paragraphs in
your letter, with the staff’s comments italicized and followed by Verizon’s response.

 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
director candidate. See Regulation S-K Item 407(c)(2).

 Verizon will summarize in future filings the specified information required by our Bylaws.
This information includes the name, record address and share ownership of the shareholder making the nomination, and the nominee’s name, age, business and residence addresses, principal occupation, and share ownership.

 November 6, 2007

 Page 2

 Compensation Discussion and Analysis, page 23

 2. You include statements throughout Compensation Discussion and Analysis about the individually-tailored considerations the committee makes in determining base salary levels and incentive compensation amounts. For example, on
page 26, you disclose that “individual salary levels reflect the executive’s scope of responsibility, performance and experience.” Likewise, on page 27, you disclose that, in setting the target values of a short-term incentive plan
award, the committee “primarily takes into consideration an individual’s scope of responsibility.” Please disclose more specifically how the committee’s consideration of individual performance and subjective factors resulted in
the amounts each officer earned for each compensation element for the last completed fiscal year. See Regulation S-K Item 407(b)(2)(vii).

 To the
extent that future consideration of individual performance and other subjective factors results in changes to compensation, Verizon will disclose in future filings how that consideration resulted in the amounts earned. As disclosed on page 26 of the
proxy statement under the sub-caption “Base Salary,” the Committee, and the independent members of the Board, did not adjust the base salary level or annual or long-term incentive target opportunities for any of the named executive
officers in 2006.

 Role of Employees and Consultants, page 25

 3. To assist shareholders in understanding how the committee determined the elements and level of executive compensation, 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.

 Verizon
will disclose in future filings the type of information in the tally sheets, career compensation analyses and internal pay equity analyses provided to the Committee and how the information is used in the compensation process by the Committee.
Currently, the information includes all key elements of prior years’ compensation earned and/or paid (base salary and incentives) plus all obligations for present and projected compensation (assuming the named executive officer remains an
employee for the years covered by the tally sheets), as well as an analysis of what each named executive officer would receive under various hypothetical termination situations, including retirement, death, disability and involuntary terminations.

 Elements of Compensation, page 26

 Annual
Incentive Compensation – The Verizon Short-Term Incentive Plan, page 26

 4. On page 27 you disclose the company financial performance
targets the committee considered in determining short-term incentive 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 believe 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 of such conclusion. Also, disclose how difficult it would

 November 6, 2007

 Page 3

 be for the executive or how likely it would be for you to achieve the undisclosed performance targets. General statements regarding the level of
difficulty or ease associated with achieving the targets are not 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 providing information that would result in competitive harm. To the extent the targets are not stated in quantitative terms, explain how you determine the officer’s achievement levels for that performance measure.

 Similarly address the undisclosed company target and threshold levels in the following subsection regarding long-term incentive awards.

 Verizon will disclose in future filings the performance targets for non-financial measures to the extent that such disclosure does not result in
competitive harm within the meaning of Instruction 4 to Item 402(b) of Regulation S-K. If Verizon concludes that such disclosure would result in competitive harm, Verizon will provide the alternative disclosure required by Instruction 4.
Verizon will disclose in future filings the long-term incentive award target and threshold levels used by the Committee for any awards paid.

 As disclosed
on pages 27-28 of the proxy statement, for 2006 the non-financial measures that the Committee considered in determining short-term incentive awards were customer service and diversity. For Mr. Seidenberg’s, Mr. Barr’s and
Ms. Toben’s short-term incentive awards, the Committee based 25% of the award on meeting a corporate customer service target (which is a composite of the business unit targets) and 5% of the award on meeting a corporate diversity target of
48.6% workforce composition and 50% new hires and promotions.

 For Mr. Babbio’s and Mr. Strigl’s short-term incentive awards, the
Committee based 25% of the award on meeting a business unit customer service target and 5% of the award on meeting a business unit diversity target.

 For
Mr. Strigl’s unit, the customer service target was based on achieving results for first-call resolution, ineffective attempts and lost calls that showed no degradation from the prior year’s results, and on exceeding the performance of
other wireless companies in 75% of the areas in baseline network testing. Verizon Wireless achieved 90.4% of its aggregate customer service target. The diversity target was $850 million in diversity supplier spending and 50% of hires and promotions
and 83.8% of the target was achieved in 2006.

 For Mr. Babbio’s unit, the customer service target was based on a composite score of 87.3% on a
Customer Care Index (which included provisioning, repair and maintenance, and receivables management). 96.4% of the aggregate customer service target was achieved in 2006. The diversity target was 50.6% workforce composition and 50% of hires and
promotions and 100% of the diversity target was achieved in 2006.

 As disclosed on page 30 of the
proxy statement, for the 2006 long-term incentive awards, the threshold payout can be achieved if Verizon’s relative total shareholder return for the 2006-2008 performance period is at the 20th
 percentile when compared to

 November 6, 2007

 Page 4

 Verizon’s Industry Peers and to the Standard & Poor’s 500 Index. The target
payout can be achieved based on a variety of combinations of Verizon’s relative total shareholder return when compared to Verizon’s Industry Peers and the S&P 500 index. For example, the target award would be achieved if Verizon’s
results were at the 55th percentile when compared to Industry Peers and the 50th percentile when compared to the S&P 500 index. The Human Resources Committee has determined to weight the comparison to the Industry Peers at 60% and the performance of the S&P 500 Index at 40% when
determining the actual payout amount.

 5. You disclose on page 24 that the performance 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 committee gave to business unit performance versus overall
company performance in determining each officer’s awards. Disclose whether the same performance goals described on page 27 were used in the committee’s determination of business unit 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
analysis consistent with comment above.

 Verizon will disclose in future filings the relative weight the Committee gives to business unit performance
versus overall company performance in determining the award of each named executive officer. Verizon will also disclose in future filings the performance goals considered by the Committee in that determination, to the extent that such disclosure
does not result in competitive harm within the meaning of Instruction 4 to Item 402(b) of Regulation S-K. If Verizon concludes that such disclosure would result in competitive harm, Verizon will provide the alternative disclosure required by
Instruction 4.

 For 2006, 25% of Mr. Babbio’s payout was based upon the corporate adjusted earnings per share target of $2.53. As disclosed on
page 28 of the proxy statement, Verizon’s 2006 adjusted earnings per share were $2.54. The remaining portion of his award was based upon revenue (15% weighting) and income (30% weighting) targets for Verizon’s Wireline business unit, both
as adjusted for the effect of the core operations of the recently acquired MCI and related business which were in the process of being restructured and streamlined; and, as discussed in response to Staff Comment 4 above, customer service (25%
weighting) and diversity (5% weighting). For 2006, the unit achieved 97.5% of the revenue target of $34.16 billion and 92.6% of the income target of $1.94 billion.

 For 2006, 25% of Mr. Strigl’s payout was based upon the corporate adjusted earnings per share target of $2.53. The remaining portion of his award was based upon business unit targets: revenue of $37.36 billion (15% weighting),
income of $2.75 billion (30% weighting), and, as discussed in response to Staff Comment 4 above, customer service (25% weighting) and diversity (5% weighting). Verizon Wireless achieved 101.8% of its revenue target and 108.4% of its income target in
2006.

 November 6, 2007

 page 5

 6. You disclose on page 27 that the committee 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.

 Verizon will disclose in future filings the
special and non-recurring items eliminated from income in establishing an adjusted earnings per share target. For the 2006 target, those items were:

•

 Gains or losses and transaction-related costs associated with the spin-off or sale of the company’s domestic yellow pages operations and its communication
operations in the Caribbean and Latin America;

•

 Net income included in the business plan for the period of time subsequent to the actual spin-off or sale of the operations referred to above;

•

 Expenses associated with the integration of the newly acquired MCI operations including severance related charges;

•

 Gains and costs associated with the sale of the Company’s headquarter facility in New York and the separation or relocation of affected employees and
activities;

•

 The cost of retiring indebtedness in advance of its scheduled maturity; and

•

 The cumulative impact of mandated changes to financial accounting standards during the year.

 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 total shareholder return attainment and, thus, of long-term incentive payments, in the
tables. For example, discuss to what extent your estimate of total shareholder return attainment deviates from the performance objective. See Instruction 1 to Regulation S-K Item 402 (j)

 For purposes of the disclosure in these tables, Verizon did not estimate total shareholder return attainment. As noted on page 43, Verizon used the actual performance as
of year-end 2006 for each of the outstanding performance cycles. Thus, the disclosure in the tables assumes that the 2005 and 2006 award cycles would have ended on December 29, 2006.

 Verizon acknowledges that:

•

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

 November 6, 2007

 Page 6

•

 staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 Verizon may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Please let me know if you have any questions.

Sincerely,

/s/ Marianne Drost

 cc: Ivan G. Seidenberg

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

CORRESP
1
filename1.htm

Correspondence Letter

 Mary Louise Weber

 Assistant
General Counsel

One Verizon Way, Rm VC54S440

Basking Ridge, New Jersey 07920

Phone 908 559-5636

Fax 908 696-2068

mary.l.weber@verizon.com

 October 4, 2007

 Kathleen Krebs, Esq.

 Special Counsel

 Division of
Corporation Finance

 U. S. Securities and Exchange Commission

 100 F Street, N. E.

 Washington, D. C. 20549

Re:

Verizon Communications, Inc.

Definitive Revised Schedule 14A

Filed March 28, 2007

File No. 1-08606

 Dear Ms. Krebs:

 I am writing to confirm our telephone conversation on October 2, 2007 with respect to the timing of Verizon Communications Inc.’s response to the Staff’s comment letter, dated September 27, 2007 (the “Comment
Letter”), concerning executive compensation and other related disclosures in the revised definitive proxy statement filed by Verizon with the Securities and Exchange Commission on March 28, 2007.

 The Comment Letter requests that Verizon respond to the Staff’s comments by October 26, 2007. In our phone conversation, I requested that the response date be
extended to November 6, 2007, so that the responses may be reviewed by the Human Resources Committee of Verizon’s Board of Directors. The Human Resources Committee, which is responsible for designing and overseeing Verizon’s
compensation policies and practices, is scheduled to meet next on November 1, 2007.

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of the Chief Counsel

 October 4, 2007

 Page 2

 In response to my
request, you stated that Verizon could respond to the Comment Letter by November 6, 2007.

 Thank you for your assistance in this matter.

Very truly yours,

 /s/ Mary Louise Weber

Mary Louise Weber

Assistant General Counsel

cc:

Ivan G. Seidenberg

Marianne Drost

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       October 18, 2006

Mr. Thomas A. Bartlett
Senior Vice President and Controller
Verizon Communications Inc.
140 West Street
New York, NY  10007

 Re: Verizon Communications Inc.
Form 10-K for the fiscal year ended December 31, 2005
  Filed March 14, 2006
  Forms 10-Q for the quarterly periods ended June 30, 2006
  File No. 1-8606

Dear Mr. Bartlett:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

       L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

SEC Response Letter

Verizon Communications

Thomas A. Bartlett

One Verzion Way

Senior Vice President & Controller

VC44E220

Basking Ridge, NJ 07920

 October 16, 2006

 Mr. Larry Spirgel

 Assistant Director

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop 3720

 Verizon Communications Inc.

 Form
10-K for the fiscal year ended December 31, 2005

 Filed March 14, 2006

 Forms 10-Q for the quarterly periods ended June 30, 2006

 File No. 1-8606

 Dear Mr. Spirgel:

 This letter sets forth our responses to the comments contained in your letter, dated October 3, 2006, relating to Form 10-K for the fiscal year
ended December 31, 2005 and Forms 10-Q for the quarterly periods ended June 30, 2006. Your comments are set forth in bold/italicized text below, and the Company’s responses are set forth in plain text immediately beneath each comment.

 General

1.
We refer you to comments 2 and 3 in our letter dated September 1, 2006. You state in response to comment 3 that you do not believe your reputation and share value are
diminished in the eyes of reasonable investors as a result of your contacts with countries identified as terrorist-sponsoring states, “[f]or the reasons stated above.” We understand this to be a reference to your view, expressed in
response to comment 2, that your contacts with such countries do not constitute an investment risk because they are “limited, and lawful.” We understand your reference to the “limited” nature of your contacts with
terrorist-sponsoring states to relate to your view that such contacts are quantitatively immaterial.

 We confirm the Staff’s
understanding of our responses.

 Mr. Larry Spirgel

 Securities and Exchange Commission

 October 16, 2006

 Page 2

2.
With respect to the issue of qualitative materiality, we note that the investor sentiment expressed by investor actions including, but not limited to, those cited in prior
comment 3 does not appear to turn on the legality of company contacts with terrorist-sponsoring states. Please advise us of any additional factors you considered in reaching your view as to the qualitative materiality of your contacts with Cuba,
Iran, North Korea, Sudan and Syria.

 As described in our previous response, our business relationships with entities in Cuba, Iran,
North Korea, Sudan and Syria are immaterial in amount and legal in nature. In assessing the adequacy of our disclosures, we have also considered the following additional factors:

1)
our business activities are limited to the exchange of normal telecommunications traffic similar to that exchanged by other global communications companies;

2)
we have no manufacturing, sales or distribution facilities in these countries;

3)
we have no employees in these countries;

4)
we have no subsidiaries, joint venture interests or other investments in these countries; and

5)
we do not export products or technology to any of these countries.

 In
addition, I have consulted with our Investor Relations, Corporate Secretary and Legal departments and, based on those consultations, I can advise you that we have received only one investor inquiry regarding our business activities with these
countries (specifically, Sudan) and that there have not been any other inquiries, including from states that have legislation or policies governing investment in companies that have business activities in such countries. We explained the nature and
limited extent of our activities in response to the investor inquiry and have received no further inquiries or expressions of concern.

 For these reasons,
we do not believe that our business relationships with entities in these countries results in any qualitatively material risk for our investors which should be disclosed in our filings.

 If you have any questions regarding this letter, please do not hesitate to call me at (908) 559-2234, or Michael Morrell at (908) 559-1200.

 Sincerely,

 Thomas A. Bartlett

 Copy to: James Lopez,
Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       October 3, 2006

Mr. Thomas A. Bartlett
Senior Vice President and Controller
Verizon Communications Inc.
140 West Street
New York, NY  10007

 Re: Verizon Communications Inc.
Form 10-K for the fiscal year ended December 31, 2005
  Filed March 14, 2006
  Forms 10-Q for the quarterly periods ended June 30, 2006
  File No. 1-8606

Dear Mr. Bartlett:

We have reviewed your supplemental response letter dated September 15, 2006 as
well as your filing and have the following comments.  As noted in our comment letter
dated September 1, 2006, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.

General

1. We refer you to comments 2 and 3 in our letter dated September 1, 2006.  You state in response to comment 3 that you do not believe your reputation and share value are diminished in the eyes of reasonable investors as a result of your contacts with countries identified as terrorist-sponsoring states, “[f]or the reasons stated above.”  We understand this to be a reference to your view, expressed in response to comment 2, that your contacts with such countries do not constitute an investment risk because they are “limited, and lawful.”  We understand your reference to the “limited” nature of your contacts with terrorist-sponsoring states to relate to your view that such contacts are quantitatively immaterial.

Mr. Thomas A. Bartlett
Verizon Communications Inc.
October 3, 2006 Page 2

2. With respect to the issue of qualitative materiality, we note that the investor sentiment expressed by investor actions including, but not limited to, those cited in prior comment 3 does not appear to turn on the legality of company contacts with terrorist-sponsoring states.  Please advise us of any additional factors you considered in reaching your view as to the qualitative materiality of your contacts with Cuba, Iran, North Korea, Sudan and Syria.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  You may contact  Nicole Holden Staff Accountant, at (202)
551-3374 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

SEC Letter

 September 15, 2006

 Mr. Larry Spirgel

 Assistant Director

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop 3720

 Verizon Communications Inc.

 Form 10-K for the fiscal year ended December 31, 2005

 Filed March 14,
2006

 Forms 10-Q for the quarterly periods ended June 30, 2006

 File No. 1-8606

 Dear Mr. Spirgel:

 This letter sets forth the responses of Verizon Communications Inc. (“Verizon” or the
“Company”) to the comments contained in your letter, dated September 1, 2006, relating to Form 10-K for the fiscal year ended December 31, 2005 that the Company filed with the Securities and Exchange Commission (the
“Commission”) on March 14, 2006, and Form 10-Q for the quarterly period ended June 30, 2006. The comments of the Commission are set forth in bold/italicized text below, and the Company’s responses are set forth in plain text
immediately beneath each comment.

 Form 10-K for the fiscal year ended December 31, 2005

 General

1.
We note from your website that you may have operations associated with Cuba, Iran, North Korea, Syria and Sudan. Each of these countries is identified as a state sponsor of
terrorism by the U.S. State Department and subject to U.S. economic sanctions and/or controls. In particular, we note your Global Rental, GSM Coverage and other web pages with rates for calls to Iran, Syria and Sudan. We note also the international
rates for domestic calls to each of the six countries. Your Form 10-K does not contain any disclosure about operations associated with these countries. Please address the materiality of your contacts with these countries. Your response should
describe your current, historical and anticipated operations in, and contacts with, these countries, whether through subsidiaries, affiliates, joint ventures or other direct and indirect arrangements, including any arrangements for voice service
within these countries provided by affiliates or third parties.

 Subsidiaries of the Company have agreements with other carriers or
with national public telecommunications carriers in the five countries referenced in the Staff comment above, for the exchange of international telecommunications traffic. These agreements enable us to provide customers with the ability for
telecommunications with those countries, and are required for all countries with which U.S. carriers exchange telecommunications traffic. We provide such services for over 140 countries. The Company’s rates for carrying calls to these countries
are the international rates referred to on the Company’s websites.

 Mr. Larry Spirgel

 Securities and Exchange Commission

 September 15, 2006

 Page 2

 In addition, our wireless customers may obtain wireless services outside of the United States through our Global Phone and Global Rental programs. Under the Global Phone program, our wireless customers may purchase a
phone for use when traveling in over 140 countries. Global Phone service is not (and never has been) offered in Cuba, Iran, North Korea or Sudan. Global Phone revenues from our customers’ use while traveling in Syria were less than $2,000 in
2005, and have been less than $1,000 in 2006 through June 30th. We recently discontinued offering the service
for customer use in Syria.

 The Global Rental program is intended primarily to accommodate customers who travel infrequently, and do not use our Global
Phone service. Customers are referred to a third party company to place an order for handset rental and wireless service. We receive a commission based on customers’ equipment rental and usage charges collected by the third party. Global Rental
service is not (and has never been) offered in Cuba, Iran or North Korea. Global Rental commission revenues from customers’ use while traveling in Syria and Sudan were less than $3,000 in 2005, and have been less than $2,000 in 2006 through
June 30th. Earlier this year, we discontinued arranging the service for customer requests for use in Syria, and
recently also discontinued arranging the service for customer requests for use in Sudan.

 U.S. Government sanctions generally prohibit transactions with
Cuba, Iran, and Sudan, but transactions incident to the receipt or transmission of international telecommunications are specifically authorized under general licenses contained in the sanctions. (See 31 CFR §§ 515.542, 560.508,
and 538.512.) Financial transactions associated with the provision of these telecommunications services are authorized under general licenses in the same sanctions as well as specific U.S. licenses held by the Company with respect to Cuba.
U.S. Government sanctions that apply to North Korea also contain a specific authorization for transactions incident to the receipt or transmission of international telecommunications and associated financial transactions and have been further
liberalized to provide a broad general license authorizing transactions with North Korea. (See 31 CFR §§ 500.571 and 500.586.) U.S. Government sanctions with respect to Syria do not prohibit transactions incident to the receipt
or transmission of international telecommunications traffic with Syria. (See 31 CFR Part 542.)

 During 2005, annual revenue for international
telecommunications services with these countries was less than $20 million. With the acquisition of MCI during the first quarter of 2006, estimated annual revenues for 2006 are expected to be $60 million to $80 million, or less than 0.1% of total
estimated annual revenues for the Company during 2006.

 Please be advised that the Company maintains compliance policies and procedures, including required
employee training, in order to ensure compliance with laws and regulations governing international business activities.

 In view of the foregoing, the
Company does not believe that its activities with respect to these five countries are qualitatively or quantitatively material.

2.
In your materiality analysis, please discuss whether your operations or contacts, if any, constitute a material investment risk for your security holders. Please also address
the impact on your business of any operational challenges or regulatory compliance challenges resulting from operations associated with the six countries.

 It is the Company’s view that the limited, and lawful, activities described above do not constitute an investment risk, material or otherwise, for the Company’s security holders. Similarly, these activities
do not pose any operational or regulatory compliance challenges for the Company.

 Mr. Larry Spirgel

 Securities and Exchange Commission

 September 15, 2006

 Page 3

3.
In preparing your response please consider that evaluations of materiality should not be based solely on quantitative factors, such as the approximate dollar amount of
revenues and assets associated with Cuba, North Korea, Iran, Syria, and Sudan, but should include consideration of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share value. In this regard, we note that Arizona and Louisiana have adopted legislation requiring their state retirement systems to prepare reports regarding state pension fund assets
invested in, and/or permitting divestment of state pension fund assets from, companies that do business with countries identified as state sponsors of terrorism. Illinois, Oregon and New Jersey have adopted, and other states are considering,
legislation prohibiting the investment of certain state assets in, and/or requiring the divestment of certain states assets from, companies that do business with Sudan. Harvard University, Stanford University, Yale University, the University of
California and other educational institutions have adopted policies prohibiting investment in, and/or requiring divestment from, companies that do business with Sudan. Your materiality analysis should address the potential impact of the investor
sentiment evidenced by these actions directed toward companies operating in the five countries.

 For the reasons stated above, the
Company does not believe that its reputation and share value are diminished in the eyes of reasonable investors.

 The Company is generally aware of the
adoption by certain states of laws or investment guidelines requiring divestment of interests in companies that do business with countries identified as state sponsors of terrorism. The Company recently discovered that it had been incorrectly
included on a list prepared by Institutional Shareholder Services (“ISS”) of companies doing business in Sudan. The Company contacted ISS and has now been assured that the Company has been removed from the list.

 Form 10-Q for the quarterly period ended June 30, 2006

 Item 9A. Controls and Procedures, page 21

4.
We note that, based on an evaluation completed as of the end of the three months ended June 30, 2006, the CEO and CFO concluded that the company’s disclosure
controls and procedures are effective in “to ensure that that material information relating to the registrant and its consolidated subsidiaries would be accumulated and communicated to them by others within those entities, particularly during
the period in which this Quarterly Report was being prepared, to allow timely decisions regarding required disclosure.” This conclusion, however, goes to only one part of the definition of “disclosure controls and procedures.” See
Rule 13a-15(e) under the Securities Exchange Act of 1934. In your response to this comment letter, please confirm that the CEO and CFO concluded, as of the end of the fiscal year ended December 31, 2003, that (1) “disclosure controls
and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act…is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms,” and that (2) “disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management including its

 Mr. Larry Spirgel

 Securities and Exchange Commission

 September 15, 2006

 Page 4

 principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.” Rule 13a-15(e). Alternatively, you may simply confirm that the CEO and CFO concluded, on the applicable dates, that the company’s disclosure controls and procedures were effective. Also confirm that you will comply
with this comment in all future filings.

 In response to the Staff’s comment, Verizon confirms that our CEO and CFO concluded, as of the end of
the three months ended June 30, 2006, and as of the applicable dates for each of our prior periodic reports, that the Company’s disclosure controls and procedures were effective. We also confirm that the Company will comply
with this comment in all future filings.

5.
Your conclusion as to the effectiveness of disclosure controls and procedures should clearly state that they either are or are not effective. Therefore, please confirm that
your CEO and CFO concluded that your disclosure controls and procedures were effective as of June 30, 2006, and confirm that in all future filings, you will not use the word “adequate” when summarizing the conclusion as to the
effectiveness of your disclosure controls and procedures.

 In response to the Staff’s comment, Verizon confirms that our CEO and
CFO concluded that our disclosure controls and procedures were effective as of June 30, 2006. We also confirm that in all future filings the Company will not use the word “adequate” when summarizing the conclusion as to the
effectiveness of our disclosure controls and procedures.

 * * *

 Verizon acknowledges that we are responsible for the adequacy and accuracy of the disclosure in our filings. In addition, the Company acknowledges that the Staff’s comments or changes to disclosure in response to
the Staff’s comments do not foreclose the Commission from taking any action with respect to filings and that the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 If you have any questions regarding this letter, please do not hesitate to call me at (908) 559-2234,
or Michael Morrell at (908) 559-1200.

Sincerely,

Thomas A. Bartlett

Senior Vice President and Controller

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       September 1, 2006

Mr. Thomas A. Bartlett
Senior Vice President and Controller
Verizon Communications Inc.
140 West Street
New York, NY  10007

 Re: Verizon Communications Inc.
Form 10-K for the fiscal year ended December 31, 2005
  Filed March 14, 2006
  Forms 10-Q for the quarterly periods ended June 30, 2006
  File No. 1-8606

Dear Mr. Bartlett:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Please address the following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2005

General
1. We note from your website that you may have operations associated with Cuba, Iran, North Korea, Syria and Sudan.  Each of these countries is identified as a state sponsor of terrorism by the U.S. State Department and subject to U.S. economic sanctions and/or controls.  In  particular, we note your Global Rental,
GSM Coverage and other web pages with rates for calls to Iran, Syria and Sudan.

Mr. Thomas A. Bartlett
Verizon Communications Inc.
September 1, 2006 Page 2
We note also the international rates for domestic calls to each of the six countries.  Your Form 10-K does not contain any disclo sure about operations associated with
these countries.  Please address the materiality of your contacts with these countries.  Your response should describe your current, historical and anticipated
operations in, and contacts with, these countries, whether through subsidiaries, affiliates, joint ventures or other direct and indirect arrangements, including any arrangements for voice service within these countries provided by affiliates or third parties.
2. In your materiality analysis, please discuss whether your operations or contacts, if any, constitute a material investment risk for your security holders.  Please also address the impact on your business of any operational challenges or regulatory compliance challenges resulting from operations associated with the six countries.
3. In preparing your response please consider that evaluations of materiality should not be based solely on quantitative factors, such as the approximate dollar amount of revenues and assets associated with Cuba, North Korea, Iran, Syria, and Sudan, but should include consideration of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  In this regard, we note that Arizona and L ouisiana have adopted legislation requiring
their state retirement systems to prepare reports regarding state pension fund assets invested in, and/or permitting divest ment of state pension fund assets from,
companies that do business with countries identified as state sponsors of terrorism.  Illinois, Oregon and New Jers ey have adopted, and other states are
considering, legislation prohibiting the i nvestment of certain state assets in,
and/or requiring the divestment of certain state assets from, companies that do business with Sudan.  Harvard University, Stanford University, Yale University, the University of California and other educational institutions have adopted policies prohibiting investment in, and/or  requiring divestment from, companies
that do business with Sudan.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by these actions directed toward companies operating in the five countries.

Form 10-Q for the quarterly period ended June 30, 2006

Item 9A. Controls and Procedures, page 21

4. We note that, based on an evaluation completed as of the end of the three months ended June 30, 2006, the CEO and CFO concluded that the company’s disclosure controls and procedures are effective in "to ensure that that material information relating to the registrant and its consolidated subsidiaries would be accumulated and communicated to them by others within those entities, particularly during the

Mr. Thomas A. Bartlett
Verizon Communications Inc.
September 1, 2006 Page 3
period in which this Quarterly Report was being prepared, to allow timely decisions regarding required disclosure."  This conclusion, however, goes to only one part of the definition of “disclosure controls and procedures.”  See Rule 13a-15(e) under the Securities Exchange Act of 1934.  In your response to this comment letter, please confirm that the CEO and CFO concluded, as of the end of the fiscal year ended December 31, 2003, that (1) “ disclosure controls and
procedures  means controls and other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act…is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms,” and that (2) “disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.”  Rule 13a-15(e).  Alternatively, you may simply confirm that the CEO and CFO concluded, on the applicable dates, that the company’s disclosure controls and procedures were effective.  Also confirm that you will comply with this comment in all future filings.

5. Your conclusion as to the effectiveness of disclosure controls and procedures should clearly state that they either are or are not effective.  Therefore, please confirm that your CEO and CFO conclude d that your disclosure controls and
procedures were effective as of June 30, 2006, and confirm that in all future filings, you will not use the word "adequate" when summarizing the conclusion as to the effectiveness of your disclosure controls and procedures.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detail letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are

Mr. Thomas A. Bartlett
Verizon Communications Inc.
September 1, 2006 Page 4
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding 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 filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.

You may contact Nicole Holden, Staff Accountant, at (202) 551-3374 or Kyle
Moffatt, Accountant Branch Chief, at ( 202) 551-3836 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

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)

CORRESP
1
filename1.htm

Correspondence letter

 August 31, 2005

 Michele M. Anderson, Esq.

 Legal Branch Chief

 Division of Corporation
Finance

 Albert Pappas, Esq.

 Staff Attorney

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 MCI, Inc.

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

 Dear Ms. Anderson and Mr. Pappas:

 In connection with the above-referenced Registration Statement, MCI hereby acknowledges the following:

•

MCI is responsible for the adequacy and accuracy of the disclosure with respect to MCI in the above-referenced Registration Statement;

•

Comments by the Staff or changes in disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced Registration
Statement; and

•

MCI may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ ANASTASIA KELLY

 Anastasia Kelly

 Executive Vice President and Chief Counsel

CORRESP
1
filename1.htm

SEC Response Letter

 August 29, 2005

 Michele M. Anderson, Esq.

 Legal Branch Chief

 Division of Corporation Finance

 Albert Pappas, Esq.

 Staff
Attorney

 Division of Corporation Finance

 Sondra Stokes

 Associate Chief Accountant

 Division of Corporation Finance

 Kyle Moffatt

 Accounting Branch Chief

 Division of Corporation Finance

 Sharon Virga

 Senior Staff Accountant

 Division of Corporation Finance

 Dean Suehiro

 Senior Staff Accountant

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Verizon Communications Inc., Form S-4–File No.333-124008

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

 Thank you for taking the time to talk with us on Friday about the
registration statement on Form S-4 (the “S-4”) of Verizon Communications Inc. (“Verizon”). As you kindly suggested, on behalf of Verizon and MCI, Inc. (“MCI”), we are enclosing for your review revised disclosure
responsive to the comments you raised in Friday’s discussion.

 We have enclosed two sets of revised S-4 disclosure, one of which has been marked to indicate changes from the S-4 pages supplementally furnished to you on August 25, 2005 and one of which has been marked to indicate changes from
Amendment No. 5 to the S-4 filed on August 15, 2005.

 August 29, 2005

 Page 2 of 3

 As requested, beginning on page 138, we have revised our pro
forma disclosure to include two sets of pro forma financial presentations, one of which reflects no downward purchase price adjustment and the other of which reflects a downward purchase price adjustment of $20.40. In the summary on page 21 and in
the introduction to the pro forma financial presentations beginning on page 138, we have clarified that the pro forma financial presentations do not reflect our best estimate of the merger consideration an MCI stockholder should expect to receive,
but rather reflect the minimum and maximum merger consideration that an MCI stockholder may receive in connection with the merger. In the introduction to the pro forma financial presentations (and summary), we have also explained that we have not
included pro forma financial presentations reflecting the maximum of MCI’s estimated range of the downward purchase price adjustment of $0.21 per MCI share because Verizon has not prepared its own estimate of the specified liabilities or
verified MCI’s estimate. In addition, we have disclosed that the estimate that MCI has prepared is intended to provide MCI’s stockholders with an indication of its current estimate of the range of a potential downward purchase price
adjustment. We have clarified that it is for this reason that Verizon has used a zero purchase price adjustment for the specified liabilities in preparing the pro forma financial presentations.

 We have revised Note 2 to the pro forma financial presentations reflecting no
downward purchase price adjustment beginning on page 146 to add disclosure (formerly contained in the pro forma financial presentations reflecting a downward purchase price adjustment of MCI’s estimate of $0.21 per MCI share) regarding the
$0.21 maximum of MCI’s estimated range and to incorporate revised sensitivity analysis tables. The sensitivity analyses have been expanded to include columns illustrating the effect on accrued liabilities, the effect on shareowners’
investment and basic per share effect. We have included accompanying disclosure on page 146 explaining the significance of the $0.77 and $1.33 adjustment amounts used in the sensitivity analysis tables, by stating that these amounts represent the
applicable per share adjustment if the specified liabilities were 10% and 20% higher than those which would give rise to a $0.21 adjustment to the purchase price.

 In accordance with our conversation, the pro forma effect of the downward purchase price adjustment on expenses and accrued
liabilities is now calculated based on 329.7 million outstanding shares of MCI common stock and, as appropriate, other changes throughout the pro forma financial presentations have been made to give effect to this assumption.

 ****

 2

 August 29, 2005

 Page 3 of 3

 We appreciate the opportunity to furnish the accompanying
revised disclosure in advance of filing Amendment No. 6 to the S-4. If you would like to discuss the accompanying revised disclosure, or if you would like to discuss any other matters, please contact the undersigned of Debevoise &
Plimpton LLP at (212) 909-6281 or Phillip Mills of Davis Polk & Wardwell at (212) 450-4618. For accounting matters relating to Verizon, please contact Mark Kearns at (212) 395-1511 and for accounting matters relating to MCI,
please contact Gregory Fink at (703) 886-5044.

 Very truly yours,

 /s/ Jeffrey J. Rosen

 Jeffrey J. Rosen

 Enclosures

cc.:
Marianne Drost, Esq., Verizon Communications Inc.

Anastasia Kelly, Esq., MCI, Inc.

Phillip Mills, Esq., Davis Polk & Wardwell

Michael Kaplan, Esq., Davis Polk & Wardwell

 3

CORRESP
1
filename1.htm

SEC Response Letter

 August 24, 2005

Michele M. Anderson, Esq.

 Legal Branch Chief

Division of Corporation Finance

 Albert Pappas, Esq.

 Staff Attorney

 Division of Corporation Finance

 Kyle Moffatt

 Accounting Branch Chief

 Division of Corporation Finance

 Sharon Virga

 Senior Staff Accountant

 Division of Corporation Finance

 Dean Suehiro

 Senior Staff Accountant

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Verizon Communications Inc.

Response Letter dated August 19, 2005

Amendment No. 5 to Form S-4–File No.333-124008

 MCI, Inc.

 Form 10-K for the year
ended December 31, 2004

 Form 10-Q for the quarter ended March 31, 2005

 File No. 001-10415

 Dear Ms. Anderson, Mr. Pappas, Mr. Moffatt, Ms. Virga and Mr. Suehiro:

 Thank you for taking the time to talk with us on Tuesday about the registration statement on Form S-4 (the “S-4”) of Verizon Communications Inc.
(“Verizon”). As you kindly suggested, on behalf of Verizon and MCI, Inc. (“MCI”), we are enclosing for your

 August 24, 2005

 Page 2 of 16

review revised disclosure responsive to the comments of the staff of the Commission (the “Staff”), set forth in the Staff’s letter, dated
August 19, 2005.

 For the convenience of the Staff, each of the
Staff’s comments is reproduced and is followed by the corresponding response of Verizon or MCI, as the case may be. The S-4 has been marked to indicate changes from the amendment to the S-4 filed with the Commission on August 15, 2005. All
references to page numbers in Verizon’s responses are to the pages in the marked version of the S-4.

 In response to the Staff’s comments, MCI has previously provided to you drafts of an amended MCI Form 10-K for 2004 and an amended MCI Form 10-Q for
the first quarter of 2005 that will include revised disclosure with respect to the Staff’s comments. MCI also previously provided to you additional proposed changes to the draft of the amended MCI Form 10-K in response to the Staff’s
comments in its July 22, 2005 letter. As discussed below, MCI believes that no additional revisions are applicable to the MCI Form 10-K or MCI Form 10-Q in connection with the Staff’s August 19, 2005 comment letter.

 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.

 Response No. 1:

 We have revised the letter to shareholders as requested.

 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 calculates the estimated liabilities shortly before
closing.

 Response No.
2:

 As requested, we have revised page 6 to clarify that
if Verizon has a materially different view of how to calculate the specified liabilities, the purchase price adjustment could be materially greater than the top of MCI’s estimated range.

 2

 August 24, 2005

 Page 3 of 16

 Summary Selected Unaudited Condensed Consolidated 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 assuming any responsibility for MCI’s views, the
second to the last sentence of the first paragraph on page 22, “…[i]n all other respects...” should be removed. Each set of pro formas, Verizon’s view and MCI’s view, should stand independently. Please also comply with this
comment on pages 138 and 160.

 Response No. 3:

 We have revised pages 21, 22,
139 and 162 as requested.

4.
Please revise the heading for page 23 to indicate 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. Please also comply with this comment on pages 25 and 140 through 159.

 Response No. 4:

 We have revised pages 23, 25 and 141 through 161 as requested.

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

 Response No. 5:

 We have revised pages 24, 25, 139 and 162 through 173 to reflect MCI’s estimation of no downward purchase price adjustment. In addition, in
accordance with our conversation with the Staff on August 23, 2005, to indicate that the presentations reflect MCI’s estimates of the range of downward purchase price adjustments, we have revised the headings on pages 24, 27 and 162 to read
“PRESENTATIONS REFLECTING MCI’S ESTIMATED RANGE OF DOWNWARD PURCHASE PRICE ADJUSTMENTS.”

 3

 August 24, 2005

 Page 4 of 16

 Unaudited Comparative Per Share Information, page 25

6.
Please revise your presentation to state on page 26 that the $20.40 price adjustment would result in MCI shareholders receiving nothing for their MCI stock.

 Response No. 6:

 We have revised page 25 to indicate that MCI stockholders
would receive no merger consideration for their shares under the scenario reflected in the presentation of pro forma financial information that assumes a downward purchase price adjustment of $20.40 per MCI share.

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

 Response No. 7:

 We have revised pages 26 and 27 as requested and in accordance with our August 23, 2005 conversation with the Staff. Please
see our response to comment 5.

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

 Response No. 8:

 We have revised pages 25 and 27 as requested.

 Unaudited Pro Forma Condensed Consolidated Financial Information

 Introduction, page 138

9.
Please tell us your consideration of the financial reporting under the accounting literature for the MCI restricted shares and other equity-based awards discussed in Section 1.11
of the merger agreement.

 Response No. 9:

 The MCI restricted shares and
other equity-based awards reflected in the unaudited condensed consolidated pro forma financial information consist of the restricted shares of MCI common stock issued to its employees. As disclosed in Note 2, footnote (1) on page 156, the pro forma
financial information assumes that unvested MCI restricted shares are vested as provided in the change in control provisions in the MCI restricted stock plan, as described in Section 1.11 of the merger agreement and the last paragraph on page 151.
Consequently, pro forma financial reporting assumes that all of the restricted shares are vested and exchanged for Verizon common shares on the closing of the merger. This is consistent with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 141, Business Combinations.” Paragraph 6 of SFAS No. 141 indicates that in a purchase transaction, “if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred,
or equity interests issued), measurement is based on the fair value of the consideration given.” This includes Verizon common shares exchanged for MCI restricted shares.

 4

 August 24, 2005

 Page 5 of 16

 Notes to Unaudited Pro Forma Condensed Consolidated 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 share of Verizon common stock.

 Response No. 10:

 We have revised pages 147, 157 and 169 as requested.

 Note 5. Pro Forma Adjustments, page 148

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

 Response No. 11:

 We have revised pages 149, 159, 171 and 190 as requested. After the merger agreement was signed, Verizon purchased 43.4 million shares of MCI common
stock. Accordingly, these shares are not excluded from receiving the dividend because MCI will pay the dividend to all shareholders prior to the closing of the merger. However, as the revised disclosure indicates, the pro forma financial information
does not reflect the payment of the special cash dividend on those shares. The payment of the special cash dividend is not reflected because it would be an intercompany transaction, and as such, it should be eliminated in the pro forma financial
information.

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

 Response No.
12:

 We have revised pages 149, 159, 171 and 190 as
requested.

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

 Response No. 13:

 We have revised pages 151, 173 and 191 as requested.

 5

 August 24, 2005

 Page 6 of 16

 Notes to Unaudited Pro Forma Condensed Consolidated 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.

 Response No. 14:

 We have revised page 159 as requested.

15.
Please present separately the adjustment in (b) to provide a valuation allowance related to any deferred income tax benefit. Provide the calculation of the adjustment.

 Response No. 15:

 We have revised page 159 as requested.

 MCI’s Views, pages 160-177

16.
Item 4 of your Form 10-K for June 30, 2005 discloses that your disclosure controls and procedures were not effective as of

June 30, 2005 due to a material weakness in your internal control over accounting for income taxes. Disclose this information when discussing your estimate of specified
liabilities that are related to income taxes and discuss why you believe that you are in a position to reliably estimate income tax related specified liabilities both now and prior to closing as required by the merger agreement.

 Response No. 16:

 MCI continues to believe that this material weakness will not
cause the actual results to vary from the estimate, as MCI previously advised the Staff in a letter, dated July 20, 2005. We have also revised the disclosure as requested on pages 33, 104 and 188.

 6

 August 24, 2005

 Page 7 of 16

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

 Note 2. Purchase
Price, page 165

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

 Response No. 17:

 We have revised page 178 as requested.

18.
In (2), provide a detailed calculation regarding how you determined the new exchange ratio of .5684.

 Response No. 18:

 We have revised page 179 as requested.

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

 Response No. 19:

 We
have revised pages 97 and 181 as requested.

 MCI Presentation of Selected Recorded Liabilities and Specified Liabilities Amounts, page 168

 General Response on Comments 20-34:

 We note that many of the Staff’s comments with respect to MCI’s estimate of the potential downward purchase price adjustment appear to reflect
the Staff’s application of Regulation S-X Article 11 standards (and in particular that adjustments must be “factually supportable”) to MCI’s preparation of a forward-looking estimate. As the Staff is aware, the pro forma
financial statements that are required to be included in the S-4 are Verizon pro forma financial statements, which are based on certain assumptions made by Verizon. Verizon has presented the pro forma information showing merger consideration of
$20.40 and no merger consideration. During the review process, the legal staff also asked MCI to prepare and disclose its estimate of the purchase price adjustment, which MCI agreed to provide. MCI’s estimate is a projection of a future event
using assumptions MCI believes to be reasonable. After MCI provided that estimate, at the request of the accounting staff, we included in the S-4 a supplementary presentation that sets forth the effect on Verizon’s pro formas of MCI’s
current high-end estimate of a downward purchase price adjustment of $0.21 per MCI share.

 As discussed with the Staff in our conversation on August 23, 2005, we believe that, under these circumstances, the “factually supportable” standard should be applied in a manner that is consistent with the
nature of the underlying estimate which, as noted

 7

 August 24, 2005

 Page 8 of 16

above, is a projection of future events and of the results of a future negotiation or arbitration. MCI has made a good faith effort to interpret and apply
the standards of the merger agreement, and has used its best judgment to arrive at an estimate of the course of future events. MCI has also disclosed the issues it considered, the judgments it made, the issues it believes will need to be resolved
with Verizon and the financial implications of these issues.

20.
Please reflect all the quantified exclusions in the footnotes in the schedule 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 unsupported
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.

 Response No. 20:

 MCI has quantified the exclusions in the footnotes to
MCI’s schedule, with the exception of offsets. As discussed with the Staff in our conversation on August 23, 2005, MCI has not quantified the aggregate amount it applied as offsets in order to arrive at its estimate of the amount of specified
liabilities because in preparing its analysis, MCI did not find it necessary to separately quantify each offsetting item. Due to the uncertainties regarding the validity of various claims by and against MCI, the amount of each claim, costs of
pursuing or defending claims and ultimate recoveries, MCI and its counterparties will frequently enter into global settlements, some of which involve a cash payment by or to MCI. The amount of previously paid specified liabilities reflects those
cash payments that have already been paid in global settlements of this type. Similarly, MCI’s estimate reflects MCI’s judgment as to the amount of cash needed to resolve outstanding claims taking into account offsetting claims. MCI does
not have a separate computation of the gross amount of specified liabilities before offsets and adjustments. However, as we discussed during our conversation, we have provided disclosure in the S-4 on pages 101, 102, 185 and 186, which includes the
factual support for MCI’s treatment of the offsets.

 8

 August 24, 2005

 Page 9 of 16

21.
Please revise the heading for the first column, Face Value of Claim Amount at 6/30/05, to a heading that will allow you to also ref

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

July 22, 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. 4 to Form S-4
      Filed July 20, 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 documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision 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.

Form S-4

Prospectus Cover Page/Letter to Shareholders
1. We note your response to prior comment 2.  Please revise the
fourth paragraph of the cover page to disclose the estimated range
of
any adjustment to the purchase price.  Please also state that for
the
reasons described in the section you reference beginning on page
108,
a substantial downward adjustment could occur that is
substantially
greater than the estimated maximum of $0.60.  Please include
similar
disclosure in the second question and answer on page iv and in the
merger consideration section of the summary on page 3.

Summary, page 1

Merger Consideration and Conversion of MCI Common Stock, page 3
2. We note your revisions in response to prior comment 4.  For
additional clarity, revise the second sentence in the first
paragraph
to indicate that MCI will pay the special cash dividend and
Verizon
will pay the unpaid balance as merger consideration.

Material United States Federal Income Tax Considerations, page 12
3. Revise the first sentence under "Tax Consequences of
Alternative
Merger" to clearly state that the alternative merger would be
"fully
taxable."

The Merger, page 33

MCI`s Reasons for the Merger, page 62
4. We note the disclosure you have provided in response to prior
comment 15.  Please enhance your disclosure in the fourteenth
bullet
point regarding the substance of Mr. Notebaert`s presentation.
For
example, briefly describe what Mr. Notebaert stated regarding
Qwest`s
wireless resale agreement with Sprint and Qwest`s view of customer
reaction to a combination of Qwest and MCI.

Analysis of MCI`s Financial Advisors, page 71

5. We note your revised disclosure on page 78 in response to prior
comment 16 regarding the industry multiple ranges.  Explain
further
how the advisors derived the multiples from "customary valuation
techniques," and specify the valuation methodologies used.

Unaudited Pro Forma Condensed Combined Financial Statements

Notes to Unaudited Pro Forma Condensed Combined Financial
Statements

Note 2.  Purchase Price, supplemental disclosure dated July 20,
2005

6. Please refer to prior comment number 21.  Immediately after
your
preliminary estimate of the purchase price on page 129, provide a
sensitivity analysis that gives effect to the range of the
possible
reductions in the cash dividend that will be paid by MCI and the
stock purchase price for MCI as a result of the potential downward
purchase price adjustment for specified liabilities and other
adjustments disclosed on page 108 and throughout the document.

7. Since the purchase price that you have reflected in your
schedule
on page 129 is contingent upon not having specified liabilities in
excess of $1.775 billion (and which does not appear to be
factually
supportable), tell us your consideration of using a purchase price
of
zero and adjusting upward for the lack of specified liabilities.

8. We note that rider A addresses some of the beliefs of MCI
regarding the downward price adjustment.  Revise to disclose the
parties at MCI who have this belief.  Does it include the board of
directors and management?

9. Since the decision regarding the downward price adjustment is
dependent upon both MCI`s estimate of specified liabilities and
Verizon`s estimate, revise to discuss in detail Verizon`s estimate
of
the specified liabilities and potential downward adjustment and
the
parties who have contributed to the calculation of Verizon`s
estimate.

10. Disclose in detail the methodology, including assumptions,
used
in the analysis that was performed by MCI to arrive at its
estimate
that the amount of specified liabilities is not expected to reduce
the purchase price by more than $0.60 per MCI share, including,
but
not limited to, MCI`s interpretation of the merger agreement and
governing law and its estimate of how a reasonable arbitrator
would
make a decision.

11. Disclose in detail how the interpretations of MCI and Verizon
regarding the merger agreement and governing law may differ and
the
efforts that have been made to date to eliminate these
uncertainties
regarding the downward price adjustment.

12. Disclose the following information:

* the amounts of specified liabilities, in dollars and euros,
presently included in the balance sheets of MCI at December 31,
2004
and March 31, 2005;

* the amounts of specified liabilities that have been paid by MCI
at
December 31, 2004 and March 31, 2005;

* the total amounts, in dollars and euros, of pre-petition
bankruptcy
claims that would be specified liabilities and are outstanding at
December 31, 2004 and March 31, 2005 and the amount that is
estimated
by MCI and Verizon to settle such claims, including an explanation
for the estimate of all claims that will be settled at less than
the
amount of the claim;

* an estimate of the amount of administrative expense claims filed
in
the bankruptcy cases and the methodology and assumptions used to
calculate the estimate;

* an estimate, in dollars and euros, of the amount of possible tax
claims that may be filed as described in (iii) on page 108 (our
understanding is that this would comprise international tax claims
and post-bankruptcy federal and state tax claims);

* the total amounts, in dollars and euros, of all income tax
liabilities as described in (iv) on page 108 and the amount that
is
estimated by MCI and Verizon to settle such liabilities, including
an
explanation for the estimate of all claims that will be settled at
less than the amount of the claim;

* the exchange rate to convert from dollars to euros that you used
to
estimate all dollar amounts for all claims, liabilities, etc.,
that
are denominated in euros; and

* MCI and Verizon`s rationale for the settlement of these claims
at
less than face value in light of this merger and the assumption of
liabilities by Verizon.

Note 5. Pro Forma Adjustments, page 132

13. Please refer to prior comment number 22.  Expand your
disclosure
in (i) to provide the basis for your statement that the repurchase
of
the senior notes would likely have a favorable impact on the
unaudited pro forma condensed consolidated statements of income.

MCI draft Amendment No. 1 to Form 10-K for the year ended December
31, 2004

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note (20) Income Taxes, page F-60

14. Please refer to prior comment number 23.  We are unable to
locate
the FAS 5 disclosure for the additional federal, state and foreign
tax contingencies and claims as disclosed on page F-61.   As we
previously stated, we believe you should disclose unrecorded
exposures to contingent tax liabilities as required by FAS 5.

MCI draft Amendment No. 1 to Form 10-Q for the quarter ended March
31, 2005

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

*  *  *  *

      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 provide
us
with marked copies of the amendments to expedite our review.
Please
furnish a cover letter with your amendments that keys your
responses
to our comments and provides any requested 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 Virga, 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.  Please 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)

??

??

??

??

Marianne Drost, Esq.
Verizon Communications Inc.
July 22, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SEC Letter

 July 26, 2005

 Sharon Virga

 Senior Staff Accountant

 Division of Corporate Finance

 Dean Suehiro

 Senior Staff Accountant

 Division of Corporate 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. Virga
and Mr. Suehiro:

 Thank you for taking the time to talk with
us yesterday about the Verizon Form S-4. As you kindly suggested, we are enclosing for your review revised disclosure responsive to comments 6 through 12 contained in the Staff’s July 22, 2005 comment letter. We intend to insert the attached
revised disclosure at the end of Note 2 to the unaudited pro forma condensed consolidated financial statements.

 Consistent with our discussion with the Staff, in response to comment 6, we plan to move the sensitivity analyses to immediately follow the estimated
purchase price in Note 2 and add an adjustment per MCI share column to the analyses. We have also drafted the following language to be inserted before the sensitivity analyses to provide additional context to the amount of any adjustment:

 “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.”

 Ms. Sharon Virga

 Mr. Dean
Suehiro

 July 26, 2005

 Page 2 of 3

 With regard to comment 7, as we discussed on the call, we continue to believe
that the purchase price of $20.40 per share used in the current pro forma calculations is factually supportable because (i) the express terms of the merger agreement provide for calculating the merger consideration by starting with a purchase price
of at least $20.40 per share and then adjusting downward to the extent specified liabilities exceed the $1.775 billion threshold, and (ii) MCI’s estimated adjustment range of $0.00 to $0.60 per MCI share suggests that the amount of specified
liabilities may not result in a purchase price adjustment or may result in a purchase price adjustment of up to $0.60. Furthermore, we believe that starting with a purchase price of zero would likely mislead stockholders by significantly overstating
the risk that they could receive no merger consideration.

 In
response to comment 8, Rider A clarifies that the estimate of the range of the downward purchase price adjustment was prepared under the supervision of MCI’s senior management and was reviewed by MCI’s board of directors.

 With regard to comment 9, Verizon has not yet prepared its estimate of the
specified liabilities amount. Because that estimate will depend on the specified liabilities outstanding as of the closing of the merger, and the particular facts and circumstances relating to those liabilities at that time, Verizon is not required
to, and does not intend to, prepare its estimate until shortly before the closing date.

 In response to comment 10, Rider A provides supplemental disclosure regarding the methodology used by MCI in preparing its estimated range of the downward purchase price adjustment.

 As disclosed in Rider A in response to the Staff’s concern set forth in
comment 11, prior to the closing Verizon and MCI will review the then current information regarding the facts and circumstances relating to each unsettled claim expected to be outstanding at closing. Verizon and MCI will then need to reach agreement
as to (i) the extent to which any potentially offsetting claims or correlative adjustments should be taken into account, (ii) the extent to which any potential unasserted claims should be taken into account, (iii) whether there are classes of
liabilities not clearly included or excluded from the contractual definitions and (iv) the best estimate of the likely amount required to settle each claim taken into account.

 In response to comment 12, we have provided a chart setting forth information about the specified liabilities amount and, as
requested, have provided individual estimates for each of the categories of bankruptcy claims, domestic tax claims, international income tax liabilities and previously-paid specified liabilities.

 As we discussed, the recorded liability amounts shown in the chart were
calculated based upon US GAAP standards, which differ from the method of determining “specified included liabilities” as that term is defined in section 9.12 of the merger

 Ms. Sharon Virga

 Mr. Dean
Suehiro

 July 26, 2005

 Page 3 of 3

 agreement. Because the US GAAP standard differs from the merger agreement best estimate
method, historical financial information and the recorded liability amounts do not govern the determination, and should not be used by MCI stockholders as a prediction, of the final specified liabilities amount that may give rise to a purchase price
adjustment. For example, US GAAP standards require the recorded liability amounts to include non-tax claims only if an unfavorable outcome is probable, while the definition of “specified included liabilities” does not articulate a specific
standard, since it is intended to capture the parties’ best estimate (or an arbitrator’s determination as to the best estimate) of the amount of cash required to satisfy these claims when they are eventually resolved. Also, contingent tax
liabilities taken into account for US GAAP purposes without regard to audit selection might not be required to be taken into account as a specified liability if no claim has been asserted by the closing of the merger. In addition, the parties’
best estimate of the amount of cash required to satisfy remaining specified liabilities at the closing of the merger might take into account offsetting amounts not taken into account in the amount of recorded liabilities. To highlight these
differences for stockholders, we have added to the text preceding the chart disclosure regarding the material differences between the US GAAP standard and merger agreement best estimate method.

 * * * *

 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,

 /s/    William D. Regner

 William D. Regner

 Enclosures

cc.:
Michele M. Anderson, Esq., Legal Branch Chief, SEC

 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

 RIDER A

 Under the purchase price adjustment mechanism, which is based on the amount of previously-paid specified liabilities plus the amount of remaining
specified liabilities at closing, the full amount of the merger consideration is at risk. However, MCI currently estimates that the amount of specified liabilities could range between an amount that would not result in any adjustment to the purchase
price and an amount that would result in an adjustment to the purchase price of $0.60 per MCI share. MCI’s $124 million settlement with the State of Mississippi on May 9, 2005, related to taxes assessed against MCI’s predecessor and other
tax matters, will be included in the calculation of the specified liabilities amount and was taken into account in preparing the range set out above. In order to determine this estimate, MCI conducted an extensive internal review. This review
involved the relevant MCI legal, bankruptcy and tax experts and MCI business personnel, as well as consultation with MCI outside professional advisers on financial accounting, legal, tax and bankruptcy matters, and was conducted under the
supervision of MCI’s senior management. MCI then reviewed available information, including financial statement accruals, with the relevant personnel to estimate a range of values for those items, taking into account a reasonable range of
possible outcomes on the various definitional issues, as well as a reasonable range of possible outcomes on various factual issues (for example, whether a particular contingent liability will result in a claim as of the closing of the merger, and
what amount of cash will be required to satisfy a particular contested liability). This analysis was discussed at length among the relevant MCI personnel and professional advisors, presented to MCI management, and reviewed by MCI’s board of
directors. A breakdown of the estimate among various categories of specified liabilities, the corresponding amounts of recorded liabilities on MCI’s balance sheet as of December 31, 2004 and March 31, 2005, and the corresponding claim amount is
described in the table below.

 The definition of specified
liabilities in the merger agreement includes the sum of paid specified liabilities and MCI and Verizon’s (or an arbitrator’s) best estimate of the amount of cash required to satisfy the remaining specified liabilities at closing. This
definition differs in several important respects from the US GAAP standard used by MCI to determine amounts shown as recorded liability amounts as of December 31, 2004 and March 31, 2005. Because the US GAAP standard differs from the merger
agreement best estimate method, historical financial information and the recorded liability amounts do not govern the determination, and should not be used by MCI stockholders as a prediction, of the final specified liabilities amount that may give
rise to a purchase price adjustment. The estimates in the table reflect MCI management’s best estimate, based in part on its claim settlement experience, as to the amount of cash required to satisfy the remaining specified liabilities, taking
into account relevant factors. These factors include factors not taken into account for financial accounting purposes, for example, the possibility that a particular claim will not be asserted and the potential to apply offsetting amounts in
determining the liability for the purposes of the adjustment. Verizon has not reviewed or verified MCI’s estimates.

 RECORDED LIABILITY AND SPECIFIED LIABILITIES AMOUNTS

 (in millions except per share impact)

 Face Value of
Claim
Amount at
June
30,
2005(1)

 Recorded
Liability at
December 31,
2004 (2)

 Recorded
Liability at
March 31,
2005 (3)

Estimate of Range of
Specified Liabilities Amount
as of June 30, 2005

High

Low

 Bankruptcy Claims, including pre-petition and administrative expense claims but not including tax claims (4)

$
5,783

$
301

$
239

$
195
(7)

$
157

 Domestic Tax Claims, including administrative expense claims

$
1,370

$
786

$
876

$
748
(8)

$
540

 International Income Tax Liabilities

—
(5)

$
810

$
783
(6)

$
727
(9)

$
727

 Previously-Paid Specified Liabilities

$
56

$
230

$
221

 Estimated Interest to Closing

$
66

$
58

 Total

$
1,966

$
1,703

 Per share impact (10)

$
0.58

$
0.00

(1)
Does not include claims subject to procedural objections.

(2)
Includes reserves and liabilities in the category of items that could be included in the determination of specified liabilities. Also, includes a pro-rated portion of 2004 income
taxes believed to be administrative claims and therefore included in the computation of specified liabilities.

(3)
Adjustments from December 31, 2004 to March 31, 2005 are ordinary course changes in accordance with MCI’s accounting practices, including new accruals and accounting for
payments, including an additional accrual for the Mississippi tax claim. The accounting changes from December 31, 2004 to March 31, 2005 are not made for purposes of determining the specified liabilities amount, although common factors may
ultimately affect the computation of the specified liabilities amount.

(4)
Administrative expense claims have been taken into account in the Bankruptcy Claims and Domestic Tax Claims, including both administrative expense claims that are separately stated,
and administrative expense claims that are part of a larger claim and not separately stated or quantified. MCI does not have the information to state separately the amount of all administrative expense claims.

(5)
Non-U.S. tax liabilities are imposed on subsidiaries that were not debtors in the bankruptcy proceeding. These amounts are not claims but are included in determining the specified
liabilities amount.

(6)
The international tax liabilities are comprised of underlying liabilities denominated predominantly in euros. As of December 31, 2004 and March 31, 2005, the amount of
euro-denominated liabilities included above were approximately $663 million and $629 million respectively. These amounts were converted to U.S. dollars using exchange rates of .73779 euro/U.S. dollar and .77286 euro/U.S. dollar as of December 31,
2004 and March 31, 2005 respectively.

(7)
The estimated range for the amount of specified liabilities in this category differs from the recorded liability at March 31, 2005 principally due to matters settled or resolved
since March 31, 2005. Amounts paid through June 30, 2005 are reflected in the paid specified liabilities amount.

(8)
The estimated range for the amount of specified liabilities in this category differs from the recorded liability at March 31, 2005 to reflect reductions for items that are not
expected to become claims by the closing of the merger, certain offset amounts (i.e., credits and refunds), as well as matters settled or resolved since March 31, 2005. Amounts paid through June 30, 2005 are reflected in the previously-paid
specified liabilities amount.

(9)
The estimated range for the amount of specified liabilities in this category differs from the recorded liability at March 31, 2005 principally due to matters that have been
reevaluated in light of events subsequent to March 31, 2005.

(10)
Based on 329.7 million shares as the assumed number of shares issued and outstanding and reserved for issuance under MCI’s plan of reorganization immediately prior to the
closing of the merger.

 The above estimate is made by MCI based on a variety of assumptions, for example as to exchange rates as
described in the second bullet point below, and the timing of settlement of the specified liabilities for purposes of determining the amount of interest accrual included in the specified liabilities amount, as described in the third bullet point
below. While MCI has made diligent efforts to estimate the range described above, it is possible that assumptions made by MCI could prove incorrect, circumstances could change or intervening events could affect the amount of specified liabilities,
including factors outside MCI’s control. Accordingly, under certain circumstances a materially greater purchase price adjustment could occur. If, for example, MCI’s assumptions prove incorrect and the actual amount of specified liabilities
were 5% or 10% greater than the top of MCI’s current estimated range, the purchase price adjustment would be approximately $0.90 or $1.20 per MCI share respectively. Ultimately, the occurrence of a purchase price adjustment, if any, will be
determined by mutual agreement between MCI and Verizon or through arbitration.

 The following is a list of material factors that could cause the adjustment for specified liabilities actually paid prior to the closing of the merger, as well as the estimate of all remaining specified

CORRESP
1
filename1.htm

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)

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

July 15, 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. 3 to Form S-4
      Filed July 5, 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 documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision 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.

Form S-4

Prospectus Cover Page/Letter to Shareholders
1. In the third paragraph regarding the consideration that MCI
shareholders will receive, please delete "at least" since there is
no
guarantee regarding the consideration, if any, that MCI
shareholders
may receive.  Similarly revise throughout the document.
2. In addition to your statement in the third bullet of the third
paragraph that "the full amount of the merger consideration is at
risk," please revise to clearly state that under the purchase
price
adjustment mechanism, MCI security holders may receive $0.  Also
revise this language throughout the document.

Summary, page 1

Structure of the Merger, page 3
3. Here you introduce the term "original structure" to refer to
the
merger whereby MCI will merger with and into a subsidiary of
Verizon.
Please revise the remainder of your document to use this term to
avoid any potential confusion.  For example, the summary of the
material United States federal income tax considerations on page
12
refers to "the merger" instead of the "original structure."  As
another example, your discussion at the bottom of page 8 will be
clearer if you also refer to the "original structure."

Merger Consideration and Conversion of MCI Common Stock, page 3
4. Currently, the presentation of the information in the first
paragraph of this subsection continues to be difficult to
understand.
Please rewrite this section to simply state the tax consequences
to
stockholders if MCI pays the special cash dividend and if Verizon
pays the cash at closing as part of the merger consideration.
Before
you describe the differences in tax consequences, indicate that
you
cannot determine at this time how stockholders will be taxed on
the
cash they receive in the merger.

Potential Downward Purchase Price Adjustment for Specified
Liabilities, page 4
5. We continue to consider your draft response to our prior
comments
6 and 13 regarding resolicitation and will advise you of our
position
shortly.

Material United States Federal Income Tax Considerations, page 12
6. We note your revised disclosure in response to prior comment
13.
Please continue to revise this section as follows:

* organize this section into separate subsections that would
include
why you will not be able to determine the tax treatment at the
time
of the MCI shareholders` meeting, the tax consequences of the
original merger structure, the tax consequences of the alternative
merger, and the tax consequences of the special cash dividend;
* include a statement as the first sentence of this section that
you
cannot determine now and, at the time of the MCI stockholders`
meeting, you will not be able to determine the U.S. federal income
tax consequences of the transaction to MCI shareholders; and
* rather than disclosing the mechanics of the original merger
structure and the alternative merger to investors in the first
sentences of the second and third paragraphs, please state the tax
consequences to shareholders in the first sentence of each new
subsection.
7. Please see prior comment 19 of our letter dated May 19, 2005
and
prior comment 14 of our letter dated June 22, 2005.  You state in
this section that "MCI will treat the special cash dividend...as a
distribution" and you similarly state that "MCI will treat the
cash
paid as a special cash dividend . . ." on page 3.  Also, you
indicate
on page 12 that "it is anticipated the `continuity of interest`
requirement will be met...."  As noted in our prior comments, MCI
may
not render an opinion regarding tax consequences; only tax counsel
or
an accountant may render an opinion on tax consequences.  Since
you
have disclosed that counsel is unable to provide an opinion on
these
matters, then you should not state what the consequences "will" be
or
that one outcome is more likely to occur.  Instead, you can simply
describe how shareholders will be taxed if the amount paid as a
cash
dividend is treated as a distribution and how they will be taxed
if
the dividend is treated as merger consideration.  Counsel may also
state which position you intend to take if challenged by the IRS.
Please revise throughout.

Risk Factors Relating to the Merger, page 24

MCI and Verizon are the subject of various legal proceedings . .
.,
page 28
8. The disclosure you have added in response to prior comment 21
is
vague.  Please briefly describe the allegations underlying the
events
that you disclose.

The Merger, page 32

Background of the Merger, page 32
9. Regarding the offer MCI received from the RBOC, clarify whether
or
not the proposed purchase price adjustment mechanism could have
put
the full amount of the merger consideration at risk as a result of
the bankruptcy liabilities.
10. Revise to clarify what you mean by "access economics" on page
38.
11. Please provide a thorough description of the "downside
sensitivity analyses" that you refer to on pages 48, 51, 53 and
56,
including any calculations performed and assumptions made.  Your
disclosure should clearly explain how the analyses led to the MCI
board`s conclusion that the expected value to be received under
the
Qwest proposal would more likely be at the lower end of the range
of
values.  If these analyses were performed by the financial
advisors,
then revise to state this fact and provide all of the related
information required by Item 4(b) of Form S-4 and Item 1015(b) of
Regulation M-A.

MCI`s Reasons for the Merger, page 61
12. We note the disclosure you have added regarding the MCI
board`s
consideration of the transaction with Mr. Helu; however, it is not
clear why the MCI board believes the merger with Verizon is fair
to
its shareholders in light of the transaction with Mr. Helu.  You
simply state the terms considered, yet the transaction with Mr.
Helu
is fundamentally different from the proposed consideration that
other
MCI shareholders will receive.  Accordingly, it should be clear
why
the MCI board believes that the merger with Verizon is fair to all
other MCI shareholders in light of those fundamentally different
terms, such as the fact that Mr. Helu`s consideration is not at
risk
to decrease to $0.
13. We note the disclosure you have added under "Presentations and
Opinions of Financial Advisors" on page 64.  Please provide
additional disclosure regarding how the board`s fairness
determination was impacted, if at all, by the fact that MCI will
not
obtain updated fairness opinions in the event the merger
consideration is adjusted downward.  Refer to prior comment 12.
14. Under "Tax-Free Transaction" on page 65, briefly explain why
the
short length of time that MCI shareholders have held their shares
supports the board`s belief that a fully taxable merger
transaction
would unlikely be an important factor to them.
15. Several of the bullet points appearing under "Alternative
Proposals from Qwest" on page 67 continue to lack sufficient
context
for investors to adequately assess the information.  See prior
comment 32.  In this regard, please address the following:

* revise the first and second bullet points to briefly state what
the
board concluded regarding Qwest`s ongoing ability to sustain
network
service quality and its capacity and commitment to invest in new
capabilities;
* revise the seventh bullet point to indicate whether the equity
financing commitments that Qwest obtained alleviated any of the
board`s concerns about the financing required by Qwest to complete
its proposed merger as mentioned in the preceding bullet point;
and
* the ninth bullet refers to Mr. Notebaert`s presentation and
responses to questions from MCI`s board on March 16, 2005, but
there
is no corresponding discussion of the substance of his
presentation
or responses in the portion of the Background section that relates
to
this meeting.  Please revise to provide more details about his
presentation and responses to inquiries.

Analyses of MCI`s Financial Advisors, page 64
16. Revise the reference to the advisors` opinions and analyses
appearing in "MCI`s Reasons for the Merger" to have the board
specifically note that it relied on the analyses despite the fact
that the advisors selected only one company and one transaction
for
the comparable company and comparable transaction analyses.
17. We note your response to prior comment 39.  Please clarify
what
you mean by "prevailing industry multiples" and explain why the
multiples differed for each business as requested in prior comment
39.

Material United States Federal Income Tax Considerations, page 99
Merger and Alternative Merger, page 100
18. Please revise the subsection heading "Form of Transaction" to
also indicate that the tax consequences will not be known at the
time
of the MCI shareholders` meeting.  Similarly state at the
forefront
of this section that you cannot determine now and, at the time of
the
MCI stockholders` meeting, you will not be able to determine the
U.S.
federal income tax consequences of the transaction to MCI
shareholders.

Unaudited Pro Forma Condensed Combined Financial Statements

Notes to Unaudited Pro Forma Condensed Combined Financial
Statements

Note 2.  Purchase Price, page 126
19. Please refer to prior comment number 44.  Since you have not
provided us with specific references to the accounting literature
that permits you to include the dividend that MCI will pay to its
shareholders prior to the merger as part of the purchase price
that
Verizon will pay for MCI, revise to exclude this dividend.
20. Furthermore, since you have already entered into and
consummated
a separate transaction for the purchase of MCI shares owned by
entities affiliated with Carlos Slim Helu, please remove this
transaction from your calculation of the purchase price and
present
this in your pro forma financial statements in a separate column
since this is not included in the transaction under consideration
by
the MCI shareholders.
21. Please refer to prior comment number 45.  The sensitivity
analysis should also give effect to the range of possible
reductions
in the stock purchase price for MCI for the potential downward
purchase price adjustment for specified liabilities and other
adjustments disclosed on page 106 as well as throughout Form S-4
Amendment No. 3.  Discuss in detail your status regarding
determining
the amounts of the liabilities that may result in a downward price
adjustment.  Disclose the impact of your tax settlement with the
Mississippi and its effect on liabilities that can impact MCI
shareholders` stock purchase price.

Note 5. Pro Forma Adjustments, page 122
22. Please refer to prior comment number 46.  Discuss in the
footnote
(h) the amount of cash required if the Senior Notes are not
redeemed
prior to the merger and have to be redeemed within 30 days of the
change in control.  Discuss how you will utilize working capital,
which appears to be negative in the pro forma condensed
consolidated
balance sheet, to redeem the Notes.  Also discuss the impact of
bank
and capital market transactions on your pro forma condensed
consolidated statements of income.

MCI draft Amendment No. 1 to Form 10-K for the year ended December
31, 2004

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note (20) Income Taxes, page F-60
23. Please refer to prior comment number 49.  As we previously
requested, please provide FAS 5 disclosure for the additional
federal, state and foreign tax contingencies and claims as
disclosed
on page F-61 and page 106 of the Form S-4 Amendment No. 3.  Before
providing taxes in the financial statements, we believe that tax
positions should be probable of being sustained under audit by the
relevant taxing authority without consideration for audit
detection
risk.  We recognize that some companies take positions on their
tax
return that do not meet the probable threshold. Some call this the
"as filed" basis. The SEC staff believes that a contingent tax
liability should be recorded to account for this difference
between
the book and as filed tax return positions.  In addition, we
believe
disclosures for both recorded and unrecorded exposures to
contingent
tax liabilities are required by FAS 5.

MCI draft Amendment No. 1 to Form 10-Q for quarter ended March 31,
2005
24. Revise, as applicable, for comments issued regarding Form 10-K
for the year ended December 31, 2004.

*  *  *  *

      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 provide
us
with marked copies of the amendments to expedite our review.
Please
furnish a cover letter with your amendments that keys your
responses
to our comments and provides any requested 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 Virga, 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.  Please 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)

??

??

??

??

Marianne Drost, Esq.
Verizon Communications Inc.
July 15, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

June 22, 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. 2 to Form S-4
      Filed June 2, 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 documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision 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.

Form S-4

Prospectus Cover Page/Letter to Shareholders

1. We believe that the small font size makes the disclosure hard
to
read.  Accordingly, please increase the font size.  See Rule
420(a)
of Regulation C, which requires that you use at least 10-point
modern
type.
2. We note your disclosure that the merger consideration "may be
decreased if there is an adjustment based on the amounts required
to
satisfy certain liabilities."  Also, your disclosure that the
potential downward adjustment "is limited only by the amount of
the
merger consideration" is vague.  Please revise to clearly state
that
the merger consideration can be adjusted down to $0 and that MCI
shareholders could potentially receive nothing in exchange for
their
shares in order to satisfy these liabilities, as suggested by your
response to prior comment 12.  Please also revise your disclosure
accordingly throughout the document, such as under "What will I
receive in the merger and when will I receive it?" on page iv,
"Merger Consideration and Conversion of MCI Common Stock" on page
3
and "Potential Downward Purchase Price Adjustment for Specified
Liabilities" on page 4.

3. Revise to clarify on the cover page and throughout the document
that Verizon will pay the cash portion of the merger consideration
to
cover any shortfall in the payment of the special cash dividend by
MCI.  For instance, it is unclear who will pay the remainder of
the
special cash dividend "as cash merger consideration" in the first
bullet on the cover page.

Summary, page 1

Structure of the Merger, page 3

4. Please provide examples to illustrate how the original merger
structure could result in "materially adverse regulatory or other
materially adverse consequences" and cause Verizon to determine to
use the alternative merger structure.

Merger Consideration and Conversion of MCI Common Stock, page 3

5. Revise to state that if Verizon pays any shortfall in the
special
dividend, shareholders will receive that amount later than if MCI
paid the special dividend in full.  Also include a brief
discussion
of the different tax treatment if the cash is paid as cash merger
consideration in addition to providing the cross reference.  See
prior comment 10.
Potential Downward Purchase Price Adjustment for Specified
Liabilities, page 4

6. We have considered your response to prior comment 12, however,
we
remain concerned that the wide range of possible consideration
from
$0 to at least $26.00 per share does not permit shareholders to
make
a reasonably informed decision on the proposed transaction.  We
believe that you must provide at least a reasonable range of
potential price adjustments to permit shareholders to reasonably
assess this transaction and to disseminate to shareholders a
prospectus that meets the requirements of Section 10.  In
addition,
we believe that you should undertake to recirculate and resolicit
in
the event the merger consideration is adjusted downward beyond a
reasonable range.  Please advise or revise accordingly.

7. You indicate here and elsewhere in the document that MCI`s
liability balances "may be viewed as indicative of whether there
will
be a downward purchase price adjustment."  Given that MCI`s
accrued
liabilities as of December 31, 2004 exceed the $1.775 billion
threshold in the merger agreement, please revise to indicate that
it
is more likely than not that there will be a downward adjustment
to
the merger consideration or tell us why such a characterization is
not accurate.

Conditions to the Closing of the Merger, page 6

8. We note your response to prior comment 16, however, we believe
you
may be required to recirculate and resolicit MCI shareholders in
the
event Verizon or MCI determines to waive any condition to the
merger
and such a change in the terms of the merger renders the
disclosure
that you previously provided to shareholders materially
misleading.
Please revise to acknowledge this requirement or advise.

9. Explain the significance of Verizon`s determination that it
will
not waive the condition that it must receive the opinion that the
merger will qualify as a reorganization under Section 368(a).

Reasons for the Merger, page 9

10. We reissue prior comment 13 and ask that you delete any
references to the term "protection" when referring to the pricing
mechanism in light of the significant downward purchase price
adjustment that may occur.

Consequences of the Merger Not Being Completed, page 10

11. Remove this new section as it is not appropriate disclosure
for
the forepart of your prospectus.

Opinions of MCI`s Financial Advisors, page 11

12. Revise to clearly state that MCI does not intend to obtain
fairness opinions in the event the merger consideration is
adjusted
downward, as indicated in your response to prior comment 12.  Also
revise the section entitled "MCI`s Reasons for the Merger" to
explain
how this impacted the MCI board`s determination that the
transaction
is fair to its shareholders, if at all.

Material United States Federal Income Tax Considerations, page 11

13. We note your statement in your response to prior comment 18
that
"the tax consequences of the merger and the alternative merger are
fully disclosed...."  Nevertheless, because a change to the
alternative merger structure would result in material changes in
the
tax consequences to investors, i.e., going from tax-free except
with
respect to any cash received to fully taxable, we believe this
would
constitute a material change to your prospectus disclosure
necessitating amendment and resolicitation.

14. We note your response to prior comment 19, however, you still
state that "MCI intends to treat the special cash dividend...as a
distribution with respect to MCI common stock..." and "[t]he
merger
generally is intended to qualify as a reorganization within the
meaning of Section 368(a)...."  Similarly, in your Material United
States Federal Income Tax Considerations section on page 94, you
state that "MCI intends to take the position that the amount paid
as
the special cash dividend is treated as a distribution..." and
that
the transaction "is intended to qualify as a reorganization under
Section 368(a)."  Please revise your disclosure to remove the
reference regarding MCI`s "intended" tax treatment of the special
cash dividend and the transaction as a whole.

15. When referring to the opinions that are a condition to
closing,
clarify throughout your disclosure that those opinions are second
or
confirming opinions of the opinions that you will have already
received and filed as short-form opinions prior to effectiveness
of
the registration statement.

16. Revise to state in clear, plain language how MCI shareholders
will be taxed.  For example, state that shareholders will be taxed
on
the cash they will receive as a special dividend but not on the
receipt of Verizon common stock issued in exchange for MCI common
stock.  Similarly clarify how shareholders will be taxed if the
alternative merger structure is used.  Finally, clarify the
meaning
of "cash, if any" in the first two paragraphs so that investors do
not confuse this with the payment of the special dividend from
MCI.

17. Clearly state how MCI shareholders will be taxed on the
special
cash dividend, including a brief description of the tax
implications
of characterizing the special cash dividend as dividend income and
any alternative characterizations.  Also state that counsel is
unable
to provide an opinion regarding the characterization of the
special
cash dividend, as indicated in your response to prior comment 19,
and
briefly indicate why counsel is not able to opine on the tax
treatment of the special dividend.  Make corresponding changes to
the
Material United States Federal Income Tax Considerations section
starting on page 93, including an expanded discussion of why
counsel
is unable to give an opinion.

Stock Purchase Agreement for Verizon`s Purchase of 13.4% of MCI`s
Outstanding Shares, page 13

18. We note the disclosure you have added in this section in
response
to prior comment 21.  Please clarify whether the closing under the
stock purchase agreement has occurred and whether the selling
group
has received the cash consideration and, if so, the price per
share
that the selling group received.  Where appropriate, please
disclose
the underlying reasons for entering into the transaction with the
selling group and disclose in this section that this transaction
was
entered into after March 29, 2005, the date MCI`s board received
fairness opinions regarding the consideration that all other MCI
shareholders would receive.

19. We note your disclosure on page 48 that "MCI`s board of
directors
noted that the selling group would receive higher consideration as
compared to all other MCI stockholders under the then-current
Verizon
merger agreement..." as well as your disclosure under the MCI
board`s
reasons for the merger on page 59 that "MCI`s board of directors
considered the price and terms of the stock purchase agreement
between Verizon and entities affiliated with Mr. Carlos Slim
Helu."
Please specifically address later in the prospectus the reasons
that
Verizon offered the selling group a higher price than all other
MCI
shareholders at that time.  Please also address why the selling
group
received most of their consideration at that time in cash and with
no
significant uncertainty since the consideration they will receive
is
not subject to the downward price adjustment.  Ensure the
discussion
in MCI`s reasons for the merger section addresses what the MCI
board
specifically considered regarding these terms with the selling
group
compared to the terms of the transaction for all other MCI
shareholders.  The one sentence reference to the stock purchase
agreement on page 59 is insufficient in this regard.

Risk Factors Relating to the Merger, page 23

The consideration that MCI stockholders will receive . . ., page
23

20. Please revise the caption to state that there is substantial
uncertainty regarding what the MCI bankruptcy and tax liabilities
will be, that these liabilities will not be known at the time
shareholders vote on the merger, and the downward adjustment could
mean that MCI shareholders receive nothing in the merger.

MCI and Verizon are the subject of various legal proceedings . .
.,
page 26

21. We note your disclosure that "plaintiff amended his complaint
on
two occasions to include additional allegations."  Please briefly
describe these additional allegations.

MCI has been actively working to improve its internal controls . .
.,
page 27

22. Please more particularly describe the potential risk to
Verizon
or its investors if MCI`s financial statements are not accurate.

The merger may not occur which could adversely affect . . ., page
27

23. Please revise the caption to more particularly describe how
MCI`s
business operations would be adversely affected.

The Merger, page 30

Background of the Merger, page 30

24. We note the disclosure you have added regarding the offer MCI
received from the RBOC.  Please disclose how EBITDA was defined
and
clarify what you mean by "run-rate EBITDA."  Also, please clarify
whether the possible reduction in the purchase price due to the
unresolved bankruptcy liabilities was limited.  In addition,
please
clarify whether the closing of the transaction would occur prior
to
the resolution of the outstanding bankruptcy liabilities.  In this
regard, please clarify what you mean by "face value."  Is this a
best
estimate of the amount of cash that would be required to satisfy
these liabilities?  Please provide sufficient information to show
how
these terms differ from the terms of the transaction with Verizon.

25. Provide an expanded discussion of the degree to which MCI`s
board
considered alternative opportunities and why it determined not to
pursue them pursuant to prior comment 30.  For example, clarify on
page 33 what the board considered regarding the amount of MCI`s
excess cash and potential uses for that cash in determining not to
pursue the proposal to recapitalize MCI.  Also expand to disclose
the
nature of the board`s concerns regarding the proposal to pay $20
per
share of MCI common stock.  In addition, we note the disclosure
you
have added regarding the possibility of a joint venture with
Verizon
on page 35.  Please specifically describe the "risks and rewards"
that the MCI board considered.  Similarly expand the next
paragraph
to specify the "risks to achieving superior values under the Qwest
transaction" that the board discussed at the meeting of December
10,
2004.

26. We refer to your response to prior comment 32.  In particular,
we
note your statement that "MCI`s board considered the range of
values
that might be realized by MCI`s stockholders under the stock
component of each proposal...."  It is unclear, however, how the
MCI
board considered the fact that the Qwest offers were weighted more
towards cash and the Verizon offers were weighted more towards
stock.

27. We note the disclosure you have added on page 48 that the
range
of values that might be realized "if Qwest were to increase the
consideration as requested, and MCI were to agree to the other
proposed revisions to Qwest`s proposal, would compensate for the
risks and uncertainty associated with realizing those values, and
render it superior...."  It is still unclear how the increased
consideration and other terms would have satisfied the MCI board`s
seven concerns expressed during the evaluation of the February 11,
2005 proposal.  Did the higher consideration outweigh the long-
term
concerns regarding the combined company that the MCI board
expressed
during the evaluation of the February 11, 2005 proposal?  Also
provide more specific and quantified disclosure about the "range
of
values" considered by the MCI board throughout its evaluation of
the
competing offers and clearly identify the risks it considered to
be
associated with achieving those values.

Verizon`s Reasons for the Merger, page 53

28. To the extent possible, please quantify the cost savings and
revenue enhancements associated with each of the items listed on
page
54 and the top of page 55.  See prior comment 37.

29. We note your discussion of the financial terms that Verizon`s
board considered.  Please enhance your discussion to illustrate
what
the board concluded with respect to the various financial terms
listed.  For example, it is unclear how the "resulting percentage
ownership interests and voting power that current Verizon
stockholders would have in Verizon following the closing" impacted
the Verizon board`s decision.

30. It is unclear why the risk of liabilities associated with the
bankruptcy claims and tax claims is listed on page 56 among the
factors that weighed negatively against the merger.  In this
regard,
we assume that the downward purchase price adjustment is intended
to
protect Verizon from assum

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 17, 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.
      	Form S-4 filed April 12, 2005
      	Form S-4/A filed May 9, 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 the above-referenced filings and have the
following comments.  Page numbers correspond to the amended
version
of the Form S-4.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision 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 or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4

Prospectus Cover Page/Letter to Shareholders
1. Please limit your cover page to one page.  Also limit the cover
page disclosure to information required by Item 501 of Regulation
S-K
or otherwise key to an investment decision.  For example, please
delete the last sentence of the second paragraph, as this
disclosure
does not appear to constitute information required by Item 501 of
Regulation S-K or, without sufficient additional contextual
information, information that is key in making an investment
decision.
2. The disclosure in the third paragraph regarding the
consideration
that MCI shareholders will receive appears to be dense and not
drafted to highlight what they will receive.  Please write the
disclosure in clear, plain English from the perspective of
shareholders who are voting on the merger.  See Rule 421(d) of
Regulation C.  Please consider highlighting this information
through,
for example, bullet points.  For instance, please simply state at
the
beginning of this disclosure the minimum total value of cash and
stock consideration shareholders are expected to receive.  Clarify
that the formula is designed to provide MCI shareholders with at
least $20.40 in Verizon common stock and that the $20.40 floor
applies if the Verizon average stock price is $35.52 per share or
less.  Please also prominently disclose that notwithstanding the
expected total consideration in cash and stock, the aggregate
consideration and the special dividend are subject to downward
adjustment.
3. Clearly state that, due to the price protection mechanism, MCI
shareholders will not know at the time they vote the exact mix of
cash and stock they will receive.  Additionally, clarify that MCI
shareholders will not know at the time of the vote the number of
Verizon shares they will receive due to the operation of the
pricing
formula.
4. Please disclose the approximate aggregate value of the
transaction
and clarify whether that amount includes the special cash dividend
being paid from MCI`s excess cash.  Also disclose the approximate
percentage of Verizon`s outstanding stock that MCI shareholders
will
own after the merger is completed.  Finally, disclose the total
number of Verizon shares currently expected to be issued under the
proposed merger, as required by Item 501(b)(2) of Regulation S-K.
5. Please revise the cover page and exhibit 99.1 to clearly
indicate
that the proxy statement and form of proxy are preliminary copies.
See Rule 14a-6(e)(1).

Questions and Answers About the Merger, page iv

Q: Why are the companies proposing the merger?, page iv
6. Either here or under "Reasons for the Merger" on page 7,
provide a
brief discussion of the potential benefits and detriments of the
proposed merger.  The discussion should be presented in a balanced
format so that the detriments are presented in the same format as
the
benefits.  Highlight both the disadvantages and adverse
consequences
associated with the transaction that were considered by MCI`s
board.

Summary, page 1

	The Companies, page 1
7. In your brief discussion of Verizon`s and MCI`s businesses,
please
note their current financial condition, including revenues and net
income or losses for both companies for fiscal 2004 and MCI`s
impairment charge of $3.5 billion in 2004.  Please also briefly
disclose MCI`s emergence from bankruptcy.  Make conforming
revisions
to your disclosure on pages 97 and 98.

      Structure of the Merger, page 2
8. Identify the "certain other conditions" that, if unsatisfied,
could result in you using the alternative merger structure.
Briefly
address the impact of the alternative merger on MCI shareholders
in
addition to the different tax treatment mentioned on page 9, if
any.

Merger Consideration and Conversion of MCI Common Stock, page 3
Potential Downward Purchase Price Adjustment for Specified
Liabilities, page 4
Special Cash Dividend, page 3
9. As currently written and organized, it is very difficult to
understand what the merger consideration is intended to be, the
exact
timing of payment of the merger consideration and the special cash
dividend.  It is also difficult to assess the potential magnitude
of
any downward purchase price adjustment.  Please revise to provide
a
more integrated discussion so that it is clear what the MCI
shareholders can expect to receive and when.  Also, please revise
to
present as a bulleted list the reasons why the merger
consideration
is not determinable now or at the time of the shareholder meeting.

Merger Consideration and Conversion of MCI Common Stock, page 3
10. Discuss the significance to shareholders if Verizon pays any
shortfall in the payment of the special dividend as a per share
cash
amount to be received in the merger.  For instance, address the
differences in the timing and tax treatment of the payment of the
per
share cash amount.

Potential Downward Purchase Price Adjustment for Specified
Liabilities, page 3
11. Disclose that as of December 31, 2004, MCI had accrued
liabilities of approximately $1.825 billion with respect to
matters
that would constitute specified liabilities.
12. Advise us whether you will resolicit and/or obtain updated
fairness opinions in the event the merger consideration is
adjusted
downward, and if not, why not.  In this regard, it does not appear
that the current disclosure will permit shareholders to make a
reasonably informed investment decision on the proposed
transaction
given the uncertainty of the consideration.  Also tell us to what
extent the value of the merger consideration can be reduced.  Are
you
able to provide at least a reasonable range of a potential
downward
adjustment?  We may have further comment upon review of your
response.
13. Consider revising any references throughout the document to
the
pricing mechanism that protects the value of the merger
consideration
from falling below $20.40 in light of our preceding comment.
Given
the potential downward adjustment, it does not appear that the
consideration is "protected."

	Special Cash Dividend, page 4
14. We note your disclosure that MCI`s board "will, except to the
extent prohibited by applicable law or covenants in certain
existing
indentures, declare and pay a special cash dividend equal to all
its
remaining `excess cash`...."  Please provide additional disclosure
to
assist investors in assessing whether, and to what extent, this
special dividend will be paid.  In this regard, we note your
disclosure that MCI`s board previously determined that MCI`s
excess
cash was equal to $2.2 billion, a portion of which has been paid
in
the form of dividends.  Please disclose MCI`s current excess cash
and
disclose the amount of the dividend that would be paid based on
that
amount.  Ensure that your revised disclosure specifically
identifies
the circumstances in which MCI will not pay the full amount of the
special cash dividend.
15. Address the potential impact of the restrictions under the
senior
notes on MCI`s ability to pay the special cash dividend.  Provide
expanded disclosure of the specific restrictions contained in the
indentures in the section entitled "Senior Notes" on page 70.

	Conditions to Completion of the Merger, page 5
16. Disclose here, and on pages 91 and 92 under "Conditions to the
Closing of the Merger," the material conditions to the merger that
are waiveable.  In addition, disclose whether it is the MCI
board`s
intent to resolicit shareholder approval of the merger if either
party waives material conditions.  Note our position that
resolicitation is generally required when companies waive material
conditions to a merger.

Termination of the Merger Agreement, page 7
17. Please describe the circumstances under which MCI would be
required to pay the $240 million termination fee and reimburse
Verizon for up to $10 million in expenses.  Briefly discuss the
financial impact this payment would have on MCI.

      Material United States Federal Income Tax Considerations,
page
9
18. We note that receipt of favorable tax opinions is a waivable
condition under the merger agreement.  Because the tax
consequences
are material, a waiver of the condition, the change in your
intended
merger structure and the related changes in the tax consequences
to
investors would constitute material changes to your prospectus
necessitating amendment and resolicitation.  Provide an
affirmative
statement that you intend to recirculate and resolicit if there is
a
material change in tax consequences, the condition is waived and
the
alternative structure is utilized.  Please also note our position
that the executed tax opinions must still be filed prior to
effectiveness, regardless of your undertaking to recirculate and
resolicit.
19. We note that "MCI intends to treat the special cash dividend
to
be paid to MCI stockholders as a distribution with respect to MCI
common stock, and not as consideration with the merger or the
alternative merger."  This disclosure is vague.  Accordingly,
please
clarify how this tax treatment will impact shareholders in both
your
Summary and the subsection entitled "Special Cash Dividend" on
page
75.  In addition, note that only tax counsel or an accountant may
render an opinion on tax consequences.  Consider having tax
counsel
opine on the tax consequences regarding the special dividends and
revise the disclosure as necessary.  To the extent there is
uncertainty in the characterization of the special dividend, then
ensure that the expanded discussion of the tax consequences
beginning
on page 75 addresses the reasons for and degree of the uncertainty
as
well as how shareholders would be taxed pursuant to any
alternative
characterization of the special dividend.  Also consider providing
risk factor disclosure about the uncertainty, as appropriate.

Interests of MCI Directors and Executive Officers in the Merger,
page
10
20. Currently, this subsection lacks meaningful disclosure.
Please
briefly summarize the types of interests that MCI officers and
directors may have in the merger that are not shared by other
stockholders.  Provide an aggregate dollar amount of the benefits
executive officers and directors are expected to receive as a
result
of their interests in the merger, such as the values of the
equity-
based awards that will be accelerated and the retention payments
and
arrangements.  Provide expanded disclosure under "Interests of MCI
Directors and Executive Officers in the Merger" on page 66 by
presenting quantified information on both an aggregate and
individual
basis.

Stock Purchase Agreement for Purchase of Certain MCI Shares, page
10
21. Briefly disclose how the terms of Verizon`s stock purchase
agreement with Mr. Helu compare to the terms offered to other MCI
shareholders in the merger.  In this regard, we note that this
stock
purchase agreement was entered into after March 29, 2005, the date
MCI`s board received fairness opinions regarding the consideration
that all other MCI shareholders would receive.  Ensure that the
discussion later in the prospectus addresses the reasons that
Verizon
offered Mr. Helu a higher price than all other MCI shareholders
and
clearly explains how much he may receive as a result of the
adjustments and additions that you briefly mention here.

Appraisal Rights, page 11
22. Clarify that appraisal rights are available only in the event
MCI
shareholders receive cash for their stock in the merger.

Risk Factors Relating to the Merger, page 20
23. We note your reference to risks described in Verizon`s and
MCI`s
respective Forms            10-K that you have incorporated by
reference into the joint proxy statement/prospectus.  If you
intend
to incorporate risk factors by reference, then please follow these
guidelines:

* you must identify the particular section of the document that
contains the risk factor disclosure that you are incorporating by
reference;

* your risk factor disclosure must comply with our Rule 421 of
Regulation C.  See Question 3 of Updated Staff Legal Bulletin No.
7
(July 7, 1999); and

* your risk factor disclosure must be current.
In the alternative, you may physically include the risk factor
disclosure in your document.

	Obtaining regulatory approvals may delay or prevent the
closing
of the merger . . ., page 21
24. We note your disclosure that "the merger may not be completed
if
the required consents and approvals are not obtained."  We note
that
Article VII of the merger agreement provides that each party can
refuse to close the transaction for any failure to obtain certain
regulatory approvals that results in a "Specified Material Adverse
Effect."  Please clearly disclose the rights of the parties to
terminate the merger agreement with regard to the failure to
obtain
these regulatory approvals.

Following the merger, the market price of Verizon`s common stock .
.
., page 22
25. Clarify why Verizon`s stock price could be affected because of
the differing businesses of each company.

MCI`s executive officers, including Mr. Capellas . . ., page 23
26. Rather than stating that the interests of these MCI executive
officers are "different,"  please revise to state that these
interests are greater than, and in addition to, the interests of
other MCI`s shareholders.
MCI and Verizon are the subject of various legal proceedings . .
.,
page 23
27. In an appropriate location in the prospectus, please update
the
status of these lawsuits.  Also provide to us copies of all of the
pleadings regarding these lawsuits.

MCI has been actively working to improve its internal controls . .
.,
page 24
28. Please revise the caption to more particularly describe the
risk
posed and how this could impact your business.  In addition,
please
disclose in the text that MCI`s executive officers concluded that
MCI`s disclosure controls and procedures were not effective and
why.
Please also describe in greater detail the material weakness
identified as of March 31, 2005 in MCI`s internal controls and
briefly describe the "other areas" that MCI`s management believes
should be further enhanced.  Also, your disclosure that the
failure
to have appropriate controls "could materially and adversely
affect
MCI" is generic.  Describe the particular impact to MCI`s
business.
In addition, please consider disclosing whether the risk you
describe
could impact Verizon`s business after closing.

The merger may not occur or, if it does, may not