SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* VERIZON COMMUNICATIONS INC (Last) (First) (Middle) 1095 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MCI INC [ MCIP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/17/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share(1)(3)	05/17/2005		P		43,447,684	A	$1,120,689,085(4)	43,447,684	D
Common Stock, par value $0.01 per share(2)(3)	05/17/2005		P		43,447,684	A	$1,120,689,085(4)	43,447,684	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* VERIZON COMMUNICATIONS INC (Last) (First) (Middle) 1095 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Eli Acquisition, LLC (Last) (First) (Middle) 1095 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares beneficially owned by Eli Acquistion, LLC.

2. Shares beneficially owned by Verizon Communications Inc. Eli Acquisition, LLC is a wholly-owned subsidiary of Verizon Communications Inc. Due to Verizon Communications Inc.'s direct ownership of Eli Acquisition, LLC, each may be deemed to beneficially own shares of MCI, Inc.'s common stock. Verizon Communications Inc. does not have any interest in shares of MCI Inc.'s common stock independent of its ownership interest in Eli Acquisition, LLC. Eli Acquisition, LLC does not own any other shares of MCI, Inc. other than as stated on this Form 4.

3. Shares held in trust by Richard L. Thornburgh, as Trustee, for the exclusive benefit of Verizon Communications Inc. and Eli Acquisition, LLC as sole beneficiaries, pursuant to the terms of the Trust Agreement, dated as of May 11, 2005, among Verizon Communications Inc., Eli Acquisition, LLC and Richard L. Thornburgh.

4. Verizon Communications Inc. and Eli Acquisition, LLC are also obligated to pay an adjustment amount per share of common stock, payable on the first business day prior to the one-year anniversary of the stock purchase agreement with respect to the shares of common stock, equal to 0.7241 times the amount, if any, by which the price of Verizon Communications Inc.'s common stock then exceeds $35.52 per share (measured over a 20-day period).

	/s/ Verizon Communications Inc. -Marianne Drost- Senior Vice President, Deputy General Counsel and Corporate Secretary	05/18/2005
	/s/ Eli Acquisition, LLC -Marianne Drost- Vice President and Secretary	05/18/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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