June 27, 2005

Mr. Scott M. Freeman, Esq.
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, NY  10019

      Re:	MCI, Inc.
      Preliminary proxy statement filed on Schedule 14A
      Filed on June 15, 2005 by Deephaven Capital Management LLC
		File No. 1-10415

Dear Mr. Freeman:

      We have reviewed the above-referenced filing and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
compliance 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
filings.
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.

General

1. We note in a June 15, 2005 Dow Jones News Wires article
entitled
"MCI Holder`s Bid to Stop Verizon Deal May Draw Qwest" that
Deephaven`s portfolio manager, Matthew Halbower, stated that "[i]n
a
very short period of time, I`ll expect to have the proxy for 50%
or
more of MCI shareholders."  Mr. Halbower`s statement may implicate
Note (d) of Rule 14a-9, which prohibits claims made prior to a
meeting regarding results of a solicitation.  Please avoid such
statements in future communications relating to this solicitation.

Proxy Statement
2. We reference an article dated June 15, 2005 in the New York
Times
entitled "A Campaign to Derail Verizon-MCI bid" that quoted "a
person
with knowledge of the decision-making inside Qwest" said that
Qwest
"would closely watch Deephaven`s efforts."  In the same article,
Deephaven`s portfolio manager said that "[i]f Qwest doesn`t come
back
by a week before the Verizon vote, Deephaven is going to lose
spectacularly.  But if Qwest does come back, Deephaven strongly
believes it would be successful."   While we note your disclosure
on
page 3 that "Deephaven has no knowledge of Qwest`s plans or
intentions...," the statements cited above might suggest that
Deephaven and Qwest have at least engaged in discussions about
MCI.
Please tell us what communications, if any, Deephaven has had with
Qwest about MCI and the nature of any of these communications.
Also
advise us whether Deephaven was one of the MCI shareholders that
provided equity funding to Qwest in connection with its offer to
acquire MCI in April of 2005.  Furthermore, prominently disclose
in
the forepart of your document all affiliations, both past and
present, between Deephaven and Qwest.  We may have further
comment.
3. We note your indication on the cover page of the proxy
statement
and proxy card that they are "subject to completion," however,
please
revise to indicate that the proxy statement and card are
preliminary
copies.  Refer to Rule 14a-6(e)(1).
4. We note that the company has not yet set the record date for
voting at the special meeting.  Disclose whether you intend to
send
out your proxy materials prior to the determination of the record
date.  If proxy cards are sent out prior to notification of the
record date, advise us as to what steps will be taken to ensure
that
votes will be counted only for shareholders as of the official
record
date.

Background of the Decision to Oppose the Proposed Merger, page 1
5. Disclose the basis for Deephaven`s belief that "the proposed
merger between Verizon and MCI is not in the best interests of MCI
stockholders."  Also clarify what you mean by "Deephaven`s
commitment
to stockholder value."  In this regard, qualify the reference to
"stockholder value" to prominently state that Deephaven may have
interests that differ from holders of MCI common stock, including
disclosure that Deephaven holds a short position in Verizon
shares, a
long position in Qwest shares, holds bonds of both Qwest and MCI
and
has positions held under swap agreements.  Describe the nature of
these interests and how the interests may differ from holders of
MCI
common stock.
6. We note that MCI could remain as a stand-alone company if the
Verizon transaction is not approved by MCI shareholders.  Clarify
how
such a result supports Deephaven`s "commitment to stockholder
value."
In doing so, please describe the consequences of remaining a
stand-
alone company and the effects of terminating the merger agreement
with Verizon, including any termination fees.

Reasons to Vote Against the Proposed Merger, page 1
7. We note your disclosure that "[t]he following excerpts . . .
provide a summary of events and discussions leading to MCI`s
acceptance of Verizon`s offer."  We believe that your selection of
quotations from the preliminary Verizon proxy statement/prospectus
does not provide a reasonable summary of the process that led to
MCI`s acceptance of the Verizon offer.  For example, the
disclosure
of only Verizon`s April 29th offer and a brief quote regarding the
MCI board`s acceptance of this offer only relates to price
information and does not provide an adequate description of the
MCI
board`s determination to accept the Verizon offer.  Your
disclosure
should provide appropriate factual context required by investors
to
interpret the statements in your soliciting materials.  To aid
investor understanding, we suggest that you add additional
descriptive text to place the statements you quote in appropriate
context.  Please revise to provide a more complete and balanced
summary of the events and discussions that led to MCI`s acceptance
of
the Verizon offer.
8. We remind you that referring to another person`s statements
does
not insulate you from the applicability of Rule 14a-9.  In this
regard, you should avoid issuing statements in your soliciting
materials that directly or indirectly impugn the character,
integrity
or personal reputation or make charges of illegal, improper or
immoral conduct without factual foundation.  For example, provide
reasonable, factual support for or refrain from including on page
2
the statement from the Qwest press release that "[w]e believe that
the decision of the MCI board to once again favor Verizon is
another
example of the board`s failure to accept the offer to maximize
shareowner value."  This disclosure may imply that the MCI board
has
breached its fiduciary duties by accepting the Verizon offer.
Please
revise.
9. We note your disclosure that "Deephaven believes a combination
with Qwest under the terms and conditions of Qwest`s revoked
proposal
.. . . would be in the interest of MCI stockholders" and your
disclosure that "there can be no assurance that Qwest will make
another bid for MCI."  Because, as you state, Qwest has revoked
its
April 21st offer, please clarify that the decision MCI
shareholders
currently face is between a merger with Verizon and remaining as a
stand-alone company.  Also, please disclose that even if Qwest
were
to make another bid for MCI, there is no assurance as to what
terms
Qwest would propose, nor is there any assurance that MCI`s board
would accept any of the terms.  Also comply with this comment in
future communications, written or oral, relating to this
solicitation.

Proxy Solicitation and Expenses, page 11
10. We note that "[p]roxies may be solicited by mail, telephone,
telefax, the Internet, newspapers and other publications of
general
distribution and in person."  Please be advised that all written
soliciting materials, including e-mail correspondence, and
information posted on websites and any scripts to be used in
soliciting proxies over the telephone, must be filed under the
cover
of Schedule 14A.  Refer to Rule 14a-6(b) and (c).  In your
response
letter, tell us the specific means by which you will solicit via
the
Internet, such as e-mail, websites, chat rooms, etc. and provide
your
analysis regarding the validity under applicable state law of
using
this method of electronic submission. See Item N.17 of the
Division
of Corporation Finance`s Manual of Publicly Available Telephone
Interpretations, which can be found on our website at www.sec.gov.

Information About the Participants in this Solicitation of
Proxies,
page 12
11. We note your disclosure that "[c]ertain other individuals
identified in Annex A to this proxy statement may also be deemed
to
be participants . . .," however, we are unable to locate any
disclosure of additional persons that may be participants other
than
the reference to Deephaven and its proxy solicitor in Annex A.
Please revise or advise.  Further, please revise your participant
discussion to disclose who is the natural person that controls
Deephaven.

Information About MCI, page 12
12. We note your statement that "Deephaven takes no responsibility
for the accuracy and completeness of statements taken from public
documents and records that were not prepared by Deephaven or on
its
behalf...."  While you may include appropriate language about the
limits on the reliability of the information, you may not disclaim
responsibility for the accuracy of the disclosure that appears in
your document.  Please revise accordingly.

Annex A
13. We reference your disclosure in the footnote on page A-1.
Rather
than disclosing this information for all of Deephaven`s positions
generally, please disclose Deephaven`s holdings in MCI, Verizon
and
Qwest securities and any related derivative transactions
separately.
We also note that you disclose Deephaven`s net long position in
MCI.
Please confirm that this amount includes all of the shares
Deephaven
beneficially owns under Rule 13d-3 of the Exchange Act or revise
accordingly.

      Please respond to the above comments promptly and comply
with
our comments when disseminating information in the future.  If you
believe that compliance with our comments is not appropriate,
please
provide the basis for your view in your response letter filed via
EDGAR and tagged as "CORRESP".  You should be aware, however, that
we
may have additional comments based on your supplemental response.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 comments, please
provide,
in writing, a statement from Deephaven 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 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
Division of Corporation Finance in our review of Deephaven`s
filing
or in response to our comments on the filing.

      You may address questions concerning the above comments to
Albert Pappas at (202) 551-3378.  If you need additional
assistance,
you may contact Mara Ransom, Special Counsel, Office of Mergers
and
Acquisitions at (202) 551-3264 or me at (202) 551-3810.


								Very truly yours,


								Michele Anderson
								Legal Branch Chief



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Scott Freeman, Esq.
June 27, 2005
Page 1