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 provide . . .,
page
24
29. The risk that the merger may not occur and the risk that the
merger may not provide the anticipated benefits appear to be
distinct.  Accordingly, please address these risks in separate
risk
factors.

Background of the Merger, page 27
30. For each of the alternative opportunities that MCI`s board
considered, please explain why the board ultimately decided not to
pursue the opportunity.  In this regard, we note the following
alternatives:
* the negotiations with and offer MCI received from the RBOC;

* MCI`s discussions with the private equity funds in January 2005;

* the inquiries from "several other parties" regarding alternative
transactions from June through September of 2004;

* the possibility of a joint venture with Verizon; and

* the alternative of remaining as a stand-alone company.

Also ensure to disclose the details of any specific terms offered,
such as quantified disclosure of the "best and final offer" made
by
the RBOC regarding a potential business combination.
31. We note your disclosure of other mergers in the
telecommunications industry.  Please clarify how these
announcements
impacted the progression of the merger negotiations.
32. Please provide a more integrated discussion of the MCI board`s
evaluation of each of the competing offers by Verizon and Qwest.
Please revise your discussion to provide a more clear comparison
of
the key competing deal terms and the negotiation of these terms.
For
example, please consider the following:
* How did the mix of cash and stock of each offer impact the MCI
board`s decision?
* We note Mr. Breeden`s similar statements at two different board
meetings regarding what the board sought to evaluate, "including
the
risks associated with an extended period prior to closing."
Please
clarify how the extended period prior to closing impacted the
board`s
decision.

* We reference the disclosure that in evaluating Qwest`s February
11,
2005 proposal, MCI`s board "discussed, among other considerations,
(i) the changing competitive nature of the industry, (ii) the
increasing need for scale and comprehensive wireless capabilities,
(iii) access economics, (iv) the potential benefits of a
transaction
with Qwest, including the level and achievability of potential
synergies and tax savings from use of Qwest`s net operating loss
carry-forwards, (v) the state of Qwest`s capital structure, (vi)
the
ongoing ability to sustain network service quality and invest in
new
capabilities and (vii) ensuring ongoing customer confidence among
MCI`s large enterprise customers."  In evaluating Qwest`s March
31,
2005 proposal, we note the disclosure that "MCI would be willing
to
declare Qwest`s proposal superior to the Verizon merger agreement
.. .
.." if Qwest was willing to revise its proposal to increase the
total
consideration to $30 per share, to make Qwest`s proposal
irrevocable,
to provide certainty of closing and "other merger terms."  Please
discuss how the increase in consideration and these other
revisions
to the terms would have satisfied the MCI board`s seven concerns
expressed during the evaluation of the February 11, 2005 proposal.
* We note your disclosure regarding the amendment to the merger
agreement relating to any decision by MCI`s board to change its
recommendation and Verizon nonetheless having the option to
require
MCI to cause a stockholder meeting to consider a Verizon/MCI
merger.
We also note that MCI`s legal advisors advised the board on its
legal
duties and responsibilities regarding this new provision.  Please
clarify whether MCI resisted this particular provision and discuss
how this amended provision impacted the process and the ability to
consider any competing proposals.  Discuss why the MCI board
acquiesced to this new provision when it had knowledge that Qwest
made a competing offer.
* Your disclosure regarding the April 5, 2005 MCI board meeting
indicates that MCI`s board "continued its review and evaluation of
Qwest`s revised proposal and comparison with the Verizon merger
agreement, as amended, including, among other considerations, a
consideration of financial terms, the uncertainties associated
with
Qwest`s revised proposal in terms of value and likelihood of
closing,
Qwest`s synergy assessments, and the risks associated with Qwest`s
contingent liabilities."  Please expand upon each factor and
clarify
how each of these considerations impacted the board`s decision to
conclude that Qwest`s proposal was not superior.  Also provide
greater insight into the board`s analysis that increasing Qwest`s
offer from $27.50 to $30 per share and other revised terms
rendered
it a superior proposal later that month.

* Provide an expanded description of the MCI board`s analysis as
to
why Verizon`s revised proposal "was more favorable to MCI`s
stockholders than Qwest`s latest proposal" at the meeting on May
1,
2005.
33. The Background section contains multiple references to
presentations or analyses provided by MCI`s financial advisors
relating to both Verizon`s and Qwest`s proposals, beginning with
Lazard`s financial analysis of a potential business combination
with
Qwest delivered in early October of 2004.  Similarly, we note your
disclosure regarding Verizon`s February 13, 2005 board meeting at
which Bear Stearns presented to the Verizon board "an analysis of
their valuations."  Advise us why each of these presentations do
not
constitute a "report, opinion or appraisal materially relating to
the
transaction" within the meaning of Item 4(b) of Form S-4.
Alternatively, provide all of the disclosure about these
presentations that is required by Item 4(b) of Form S-4 and Item
1015(b) of Regulation M-A.  We may have further comment after
reviewing your response.  Also provide us with copies of any
written
materials that the advisors provided to the boards throughout the
negotiation period.
34. Clearly explain the reasons why MCI`s board concluded that it
was
not interested in the proposed business combination transaction
with
Qwest on December 10, 2004.  Were the reasons related to the
board`s
"concerns regarding price and certainty" as expressed to Qwest`s
advisors on January 21, 2005?
35. We note your disclosure concerning the transaction with Mr.
Helu.
In particular, we note your disclosure that on April 9, 2005, the
MCI
board "discussed the transaction between Verizon and the selling
group...."  Please address how this transaction impacted the MCI
board`s consideration of the competing proposed transactions with
Verizon and Qwest.  Disclose the substance of the board`s
discussions
about the transaction on April 9 and what it considered regarding
the
significantly higher consideration that Mr. Helu would receive
compared to all other MCI shareholders.
36. Expand the disclosure relating to the concerns that several of
MCI`s business customers expressed to the board.  Disclose the
specific nature of the concerns, when and how the customers
expressed
the concerns, the approximate number of customers and the
potential
impact to MCI`s business if these customers terminated their
contracts.  Also explain why Verizon insisted that this
development,
among any others, should be included in MCI`s press release.

Verizon`s Reasons for the Merger, page 48

37. Please disclose the bases of the projections for the amount
and
timing of the "annual pre-tax benefits and revenue enhancements
following the closing of the merger [that] will reach $500 million
in
year one, $750 million in year two, and will ramp up to $1 billion
in
year three and beyond."  Disclose the amount attributable to each
item listed in this bullet point and provide a break down of the
expected cost savings, to the extent possible.  Also briefly
describe
the nature of the material assumptions underlying these
projections.
38. Please expand the factors you list as "Other Material Factors
Considered" by the board in making its recommendation.  Vague
statements of topics, such as "business operations and prospects"
are
not sufficient.  You will need to explain how each factor supports
or
does not support the decision to approve the merger.  For example,
explain how current financial market conditions supported the
board`s
decision.  In addition, discuss the "expected impact" on each of
MCI`s business operations, stockholders, suppliers, creditors,
customers and employees resulting from the announcement of the
merger.  These are examples only.  Similarly revise the section
entitled "MCI`s Reasons for the Merger, as appropriate.  For
example,
in your "Other Terms of the Merger Agreement with Verizon"
subsection, please expand your explanation of each of the terms
and
why they supported the MCI board`s decision.
39. We note the reference to the risk factors in the negative
factors
considered.  Please consider including specific disclosure in this
section regarding any of the risks disclosed in the risk factor
section.  For example, please consider adding disclosure regarding
to
what extent the Verizon board considered the material weakness in
MCI`s internal controls over financial reporting.

MCI`s Reasons for the Merger, page 51
40. Please clearly address how the board weighed the perceived
long-
term benefits of a transaction with Verizon compared to the higher
total consideration offered by Qwest.  It appears from your
Background of the Merger section that, up to a certain point, the
MCI
board was prepared to declare a Qwest proposal superior if the
total
consideration was raised to a certain amount.  Please describe in
detail how the MCI board balanced the long-term interest of
shareholders with the short-term interest of receiving the highest
total consideration.  In this regard, we note that the class
action
lawsuit appears to relate to the MCI board`s decision to approve
the
Verizon offer notwithstanding Qwest`s higher merger consideration.
41. Provide a thorough discussion of the board`s conclusion that
the
merger with Verizon is fair despite the higher, all-cash payment
to
be made to Mr. Helu and his affiliates.
42. Expand the "Tax-Free Transaction" subsection to address what
consideration the board gave to the fact that the merger will be
fully taxable to MCI shareholders in the event the parties use the
alternative structure.
43. On page 54, clarify the nature of the "possible consequences"
of
Verizon`s condition that MCI reference the customer concerns in
its
press release.
44. In your "Alternative Proposals from Qwest" subsection, please
expand each of these factors to describe what the board considered
regarding each factor and to address how each factor supported or
did
not support the decision to reject Qwest`s offer.  In this regard,
please provide a more integrated discussion so that it is clear
how
each of the material transaction considerations impacted the MCI
board`s decision to accept Verizon`s offer.  For example, revise
the
second bullet to disclose the synergies estimates provided by both
parties, how the estimates differed, what the board considered
with
respect to the "certainty, timing and costs by which the synergies
might be achieved," and what the board concluded about MCI
stockholders` participation in the synergies.
45. Under "Purchase Price Adjustment," it remains unclear how the
board determined that the merger with Verizon is fair while
considering the potential downward adjustment to the purchase
price.
Please revise accordingly.

Opinions of MCI`s Financial Advisors - Greenhill & Co., LLC,
J.P. Morgan Securities Inc. and Lazard Freres & Co. LLC, page 56
46. Please provide us with any analyses, reports, presentations,
or
similar materials, including projections, prepared for or by the
financial advisors to MCI in connection with rendering the
fairness
opinions.  We may have further comment upon receipt of these
materials.
47. We note your statement on page 59 that "none of Greenhill,
J.P.
Morgan or Lazard has rendered any opinion as to the relative
merits
of or consideration offered in any transaction proposed by Qwest
as
compared to the transactions contemplated by the merger
agreement."
Please revise to reconcile this statement with the disclosure
appearing throughout the Background section that MCI`s advisors
provided financial analyses with respect to the Qwest offers.  We
note, for example, your disclosure that "[i]n early October
[2004],
Lazard`s financial analysis of a potential business combination
transaction with Qwest was delivered to MCI`s board of directors
for
discussion purposes."  Other examples include the advisors`
"financial analyses with respect to Qwest`s revised proposal and
the
Verizon merger agreement" on pages 45 and 47.
48. Provide quantified disclosure of the specific estimates of the
cost savings and operating improvements that Verizon provided to
MCI`s advisors and illustrate how they differed from MCI`s
estimates.
49. We note the advisors` assumption that the purchase price will
not
be adjusted "in an amount greater than that described [to the
advisors]... based on the estimated specified included
liabilities...."  Disclose the amount of the estimated specified
included liabilities provided to the advisors by MCI management
and
indicate whether the amount corresponds to the $1.775 billion
threshold at which no adjustment will be made under the merger
agreement.  We may have further comment.
50. Please disclose the dates that Greenhill, J.P. Morgan and
Lazard
were engaged to provide their advisory services.  Also provide us
with copies of the engagement letters.
51. As required by Item 1015(b)(3) of Regulation M-A, please
briefly
explain the method used by the MCI board in selecting Greenhill,
J.P.
Morgan and Lazard to provide a fairness opinion.  Also disclose
any
instructions or limitations regarding the fairness opinions that
the
MCI board provided to Greenhill, J.P. Morgan or Lazard.  See Item
1015(b)(6) of Regulation M-A.
52. As required by Item 1015(b)(4) of Regulation M-A, please
quantify
the compensation that Greenhill, J.P. Morgan and Lazard will
receive
in exchange for rendering their services in connection with this
transaction.  Also disclose the compensation that the advisors
received for the services they provided for each company during
the
past two years pursuant to Item 1015(b)(4) of Regulation M-A.
Address what consideration the MCI board gave to the fact that two
of
the three advisors have provided services to Verizon.
53. Quantify the portion of the fees payable to each of the
advisors
that are contingent upon the consummation of the merger.  In
addition, revise any references to the advisors` opinions and
analyses appearing in "MCI`s Reasons for the Merger" to address
these
contingent payments.
54. Indicate whether Greenhill, J.P. Morgan and Lazard recommended
the amount of consideration to be paid in the transaction in
accordance with Item 1015(b)(5) of Regulation M-A.
55. To aid the average investor in understanding the financial
analyses summaries, revise each of them to explain in concise and
understandable language what the financial advisors did and how
the
analysis and conclusion are relevant to shareholders and,
specifically, to the consideration that they are receiving in the
merger.  Include a more detailed summary of the analyses
performed,
such as the multiples, ranges, means/medians and quantified values
calculated for each analysis, and provide more detailed
explanations
of how the various implied exchange ratio ranges were calculated.
Also describe the purpose of each analysis.  For example, explain
why
the Stockholders Value Creation Analyses, including the sum-of-
the-
parts analysis, and other particular measures or methodologies
were
chosen.  In this regard, for each analysis, explain the
conclusions
stockholders should draw from the reported results.  Reduce the
amount of financial jargon and avoid unnecessary financial terms
that
make the disclosure very difficult to understand.  Among your
revisions, explain what the advisors mean by "implied equity
values,"
"terminal value," "theoretical analyses," "perpetual growth
rates,"
"normalizing free cash flows" and "sensitivity analysis.  We may
have
further comments once we have reviewed the revised disclosure.
56. MCI Comparable Company Analysis, page 59 and MCI Comparable
Transaction Analysis, page 60.  Revise to explain how the advisors
selected AT&T and the SBC acquisition of AT&T and why it deemed
them
comparable.  Similarly revise the analyses for Verizon.  Also
address
the usefulness of these analyses given that the advisors selected
only one company and one transaction as comparable to MCI.
57. MCI Management Case Discounted Cash Flow Analyses.  Please
expand
your discussion of how the advisors calculated the weighted
average
cost of capital range from 9% to 10% for MCI.  Provide similar
discussions regarding the other discounted cash flow analyses.
58. Implied Exchange Ratio Analysis, page 62.  Please explain the
results of this analysis and how the results were used to analyze
the
fairness of the consideration to be received by MCI shareholders
in
the merger.
59. Sum-of-the-Parts Analysis, page 62.  Explain what "expected
cost
savings and operating improvements" were included in this analysis
and how they differed from the estimates of cost savings and
operating improvements as provided by the managements of Verizon
and
MCI, if at all.

Regulatory Approvals Required for the Merger, page 69
60. Provide updated disclosure of when you can expect to receive
the
various approvals described throughout this section, to the extent
possible.  Also disclose the potential lengths of any delays in
obtaining approval.
61. Do the parties anticipate any specific divestitures or other
changes to the combined company in order to obtain the necessary
regulatory approvals?  If so, please revise to disclose them to
the
extent practicable.  Disclose how such adjustments could cause
either
party to terminate the merger agreement and why.

Senior Notes, page 70
62. Disclose the aggregate principal amount of the senior notes.
Also, please clarify whether the interest rate increased due to a
change in credit ratings.  Furthermore, indicate MCI`s plans with
respect to the notes, i.e., whether it will redeem the notes
before
or offer to purchase the notes after the closing of the merger.

Material United States Federal Income Tax Considerations, page 74
63. We note your disclosure that "[a]ssuming that the merger does
qualify for such treatment, the following discussion is a
summary...."  Counsel may not assume any legal conclusions
underlying
the opinion.  Counsel must instead opine on these matters as part
of
its tax opinion.  Please revise the prospectus as necessary to
remove
statements assuming the tax consequences of the transaction and
clearly state that the transaction is structured to qualify as a
reorganization under Section 368(a).
64. It appears that you intend the tax discussion to be counsel`s
opinion.  If so, please revise to clearly state that this is
counsel`s opinion and to identify the counsel rendering the
opinion.
Alternatively, advise us whether you intend to obtain and file
long-
form tax opinions.
65. Clearly identify upon what counsel is opining.  In this
regard,
counsel must opine on each material tax consequence, not just that
the merger will qualify as a reorganization under Section 368(a)
of
the Internal Revenue Code.  For instance, you should obtain an
opinion of counsel regarding the tax consequences of the
alternative
merger to support your assertion that it "might qualify as a
reorganization."

The Merger Agreement, page 79
66. We note your statement in the second italicized paragraph on
page
79 that the representations and warranties in the merger agreement
were "made for the purposes of allocating contractual
risk...instead
of establishing these matters as facts."  Please be advised that
notwithstanding the inclusion of a general disclaimer, you are
responsible for considering whether additional specific
disclosures
of material information regarding material contractual provisions
are
required to make the statements included in the proxy
statement/prospectus not misleading.  Include disclosure
acknowledging that if specific material facts exist that
contradict
the representations or warranties in the merger agreement, you
have
provided corrective disclosure.
67. We note your statement in the same paragraph that
"[i]nformation
about Verizon or MCI can be found elsewhere in this proxy
statement
and prospectus and in the other public filings that each of
Verizon
and MCI makes with the SEC."  Please revise to remove any
potential
implication that the referenced merger agreement does not
constitute
public disclosure under the federal securities laws.
68. Under "Potential Downward Purchase Price Adjustment for
Specified
Liabilities" on page 80, address whether MCI`s recent $100 million
settlement with the state of Mississippi to cover back taxes will
be
included in the calculation of the paid specified included
liabilities amount.
69. Disclose who will make the determination whether a "material
adverse effect" or a "specified material adverse effect" has
occurred, as defined on pages 84 and 86, respectively.

Unaudited Pro Forma Condensed Combined Financial Statements, page
97

General
70. Please update for the quarter ended March 31, 2005.

Notes to Unaudited Pro Forma Condensed Combined Financial
Statements

Note 2.  Purchase Price, page 99
71. Tell us why you consider the $5.60 special cash dividend that
will be paid by MCI as part of the purchase price paid by Verizon.
72. Discuss the additional amounts that may be payable to
affiliates
associated with Carlos Slim Helu and the potential downward
purchase
price adjustment for specified liabilities and other adjustments
disclosed on page 3 as well as throughout Form S-4 Amendment No.
1.
Tell us your consideration of providing additional pro forma
presentations that give effect to the range of possible results.

73. Disclose how you determined the amounts reflected in (3) based
upon your disclosed assumption that 50% of the total acquired
intangible assets, before related deferred taxes, were
attributable
to amortizable intangible assets and 50% was attributable to
goodwill.
74. Tell us your consideration of providing additional pro forma
presentations that give effect to the range of possible results
for
the estimated allocation of the purchase price to certain acquired
identifiable intangible assets.
75. Disclose how you determined the increase in long-term debt of
$(345) to arrive at fair value.
76. Disclose how you determined the deferred taxes of $(1,122).

Note 5. Pro Forma Adjustments, page 95
77. Revise to provide pro forma footnotes which clearly explain
the
assumptions involved and show how the adjustments were computed.
Specifically expand your disclosure for the following adjustments:
(a), (b), (c), (d), (e), (f), (h), and (i).
78. Disclose the expected useful lives of significant assets
acquired.
79. Disclose the change of control provisions regarding the Senior
Notes discussed on pages F-41 and 34 of Form 10-K for December 31,
2004 for MCI, Inc..
80. Provide pro forma disclosure for the provisions in the MRSP
for
change in control as disclosed on page F-48 of Form 10-K for
December
31, 2004 for MCI, Inc.
81. Tell us about any other change in control provisions that
would
be triggered by this transaction.  Tell us your consideration of
providing pro forma disclosure for them.
82. Disclose, but do not include in your pro formas, the MCI
Retention Program discussed on page 67.

The Special Meeting of MCI Stockholders, page 105

	Proxies, page 106
83. Briefly describe the internet voting procedures and indicate
the
validity of proxies granted electronically under Delaware law.
See
July 1997 Telephone Interpretations #N.17.  Include a similar
statement about the validity of these proxies on the proxy card.
Please provide us with the web addresses and passwords necessary
to
access the site by which shareholders can vote via the Internet.

Solicitation of Proxies, page 107
84. We note your statement that proxies may be solicited by
"personal
interview, telephone, facsimile and electronic mail...."  Please
note
that all written soliciting materials, including any scripts used
in
soliciting proxies over the telephone, e-mail correspondence and
information posted on the Internet, must be filed under the cover
of
Schedule 14A.  See Rule 14a-6(b) and (c).  Please confirm your
understanding in the response letter.

Other Matters, page 120
85. Rule 14a-4(c)(3) contemplates the use of discretionary
authority
only for matters unknown "a reasonable time before the
solicitation."
Please revise this paragraph and the proxy card to include this
language.
86. Revise this paragraph to clarify whether the adjournment you
mention relates to soliciting additional proxies.  Please note the
staff`s view that a postponement or adjournment to permit further
solicitation of proxies does not constitute a matter "incident to
the
conduct of the meetings," as described in Rule 14a-4(c)(7).
Accordingly, we consider the use of discretionary voting authority
to
postpone or adjourn the meeting to solicit additional proxies to
be a
substantive proposal for which proxies must be independently
solicited.  If you wish to obtain authority to adjourn the meeting
to
solicit additional proxies for the merger, please provide another
voting box on the proxy card so that shareholders may decide
whether
to grant a proxy to vote in favor of postponement or adjournment
specifically for this purpose.

Where you can Find More Information, page 120
87. Revise to specifically incorporate by reference MCI`s
definitive
proxy materials filed on April 20, 2005.

Annex A
88. As required by Item 601(b)(2) of Regulation S-K, please
include a
list briefly identifying the contents of any omitted schedules or
disclosure letters, together with an agreement to furnish to us a
copy of any omitted document upon request.

Exhibits
89. In the consents filed as exhibits 99.2 through 99.4, each
advisor
makes similar statements that its consent is being delivered or
included "solely in connection with the initial filing of the
aforementioned Registration Statement."  Please note that, due to
the
limitations placed on each consent, you will have to file new
consents with each amendment to the registration statement.
90. As required by Item 601(b)(4) of Regulation S-K, please file
all
instruments defining the rights of Verizon common stockholders.
Alternatively, confirm that all such instruments have been filed.
91. Please file the legality opinion as soon as possible.  We may
have comments on the opinion after reviewing it.

Exhibit 23.4
92. Revise to include the correct number of shares being
registered.

Exhibit 23.5
93. Revise to refer to amendment number 1 of Form S-4.  Future
consents should refer to the correct amendment.

Exhibit 23.6
94. Revise to refer to the correct dates and footnotes in the dual
dated report.

Rule 425 filings
95. Please note that all Rule 425 communications filed after the
filing date of the Form S-4 must disclose the file number for the
Form S-4.  See Rule 425(c) of Regulation C.  Please include the
file
number for the Form S-4 in Verizon`s future Rule 425
communications.

MCI Form 10-K for the year ended December 31, 2004

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note (2) Summary of Significant Accounting Policies

	Use of Estimates, page F-12
96. Tell us in detail the reasons for the change in estimates.



      Recognition of Revenues, page F-17
97. Tell us in detail about the criteria that have to be met for
the
grants of IRUs of fiber or cable in exchange for cash that were
disclosed on page F-18 to be accounted for as sales type leases.
Please quantify for each period presented.

Note (3) Impairment Charges, page F-23
98. We note your disclosure on page F-23 that your impairment
evaluations were performed at the entity level.  Furthermore we
note
the existence of various subsidiaries for which you are filing tax
returns at the subsidiary level and the segments that were
disclosed
in Note (22).  Tell us the factors you considered in concluding
that
the entity level is the level specified in the appropriate
accounting
literature.
99. We note that you recorded an impairment of approximately $3.3
billion in the third quarter of 2004.  The timing of the
impairment
was less than one year after revising your financial reporting to
adopt fresh-start reporting in accordance with SOP 90-7.  Tell us
in
detail about the market, business and regulatory changes that
occurred that necessitated the change to your forecasts resulting
in
the impairment.  Tell us how the impairment analyses were
performed.
Tell us how you determined the allocation of the carrying values
to
long-lived assets and intangible definite-lived and indefinite
lived
assets.
100. Tell us how the impairment charge of $260 million to an
indefinite-lived intangible asset resulted in a $99 million tax
benefit.  Tell us the nature of this asset.
101. Tell us how you followed your impairment policy to determine
the
amount of impairment that you recorded in the year ended December
31,
2002 with regard to your Integrated Network as disclosed on page
F-
25.

Note (3) Impairment Charges, page F-23
Note (4) Fresh-Start Reporting, pages F-26 and F-28
Note (23) Related Party Transactions, page F-79
102. We note that you refer to independent valuations.  While you
are
not required to make references to these independent valuations,
when
you do, you should disclose the name of the experts and include
consents from the experts in the Form S-4 and the amendments
thereto.
Please revise or advise.

Note (4) Fresh-Start Reporting, page F-26
103. Tell us and consider whether your disclosure should be
expanded
to show how the parameters on page F-27 were applied in developing
the table presented on page F-29.  Tell us the items for which you
used the cost basis rather than market basis since market data was
not available.  Compare and contrast the key assumptions and
approach
you used with the steps used in determining the 2004 impairment.
104. Tell us your basis for the deferred revenue adjustment under
fresh-start reporting that you disclosed on page F-27.
105. Expand your disclosure of the pro forma adjustments on page
F-30
to show how each adjustment was calculated.

Note (5) Voluntary Reorganization under Chapter 11

      Creditor Settlements, page F-31
106. Tell us how you determined the amount of the net settlement
gain.  Tell us your rationale for recording it as increased
revenue
and reductions of access costs and selling, general and
administrative expenses.

Note (8) Intangible Assets, page F-35
107. Tell us the nature of the indefinite lived intangible assets
that comprised "Other" of $103 at December 31, 2003.

Note (20) Income Taxes, page 58
108. Tell us in greater detail about the state tax contingencies
regarding related party charges and how the lack of adequate
accounting records will impact your ability to defend the state
tax
positions that you have taken.  Do you have a similar problem for
international subsidiaries?
109. Provide FAS 5 disclosure for the additional federal, state
and
foreign tax contingencies disclosed on page F-63.
110. Tell us why State and Foreign income taxes expressed as a
percentage to arrive at the Effective tax rate for 2004 as
disclosed
on page F-59 are so much higher than the percentages for 2003 and
2002.

Note (24) Condensed Combined Financial Statements (Unaudited),
page
F-83

111. Tell us why these condensed combined financial statements are
not required to be audited.



MCI Form 10-Q for the quarter ended March 31, 2005

112. Revise, as applicable, for comments issued regarding Form 10-
K
for the year ended December 31, 2004.

Item 4. Controls and Procedures, page 48

	1. Evaluation of Disclosure Controls and Procedures, page 48
113. We note your disclosure that "[d]isclosure controls and
procedures are controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed,
summarized
and completely and accurately reported within the time periods
specified in the Securities and Exchange Commission`s rules and
forms."  Please revise your future filings to state that
disclosure
controls and procedures are also controls and procedures designed
to
ensure that information required to be disclosed in the reports
that
you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure.  See Exchange Act Rule 13a-15(e).

       2. Changes in Internal Control over Financial Reporting,
page
48
114. We note your disclosure that "[e]xcept for the efforts taken
and
currently underway as described above, there were no significant
changes in our internal control over financial reporting or other
factors that have materially affected or are reasonably likely to
materially affect these internal controls over financial reporting
as
of the end of the period covered by this report." (emphasis added)
Item 308(c) of Regulation S-K requires the disclosure of any
change
in your internal control over financial reporting identified in
connection with an evaluation thereof that occurred during your
last
fiscal quarter (or your fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely
to materially affect, your internal control over financial
reporting.
Revise to state clearly, if correct, that there were changes in
your
internal control over financial reporting that occurred during
this
quarter that have materially affected, or are reasonably likely to
materially affect, your internal control over financial reporting.
In this regard, for each of the remediation initiatives you have
implemented, please disclose the dates you implemented each of
these
initiatives and describe these initiatives in greater detail.  For
example, disclose how many additional full time tax accounting
staff
you have hired and how many total employees you now have in this
department.  Also, please clarify how you "increased the formality
and rigor of controls and procedures over accounting for income
taxes."  Please also disclose your expected timeframe for
successfully remediating your weaknesses in your internal control
over financial reporting.

Notes to Unaudited Condensed Consolidated Financial Statements

Note (3) Business Combination, page 10
115. Tell us your basis for amortizing customer relationships over
an
18-year period.

Note (4) Voluntary Reorganization under Chapter 11

      Creditor Settlements, page 11
116. Tell us how you determined the amount of the net settlement
gain.  Tell us your rationale for recording it as reductions of
access costs and selling, general and administrative expenses.


* * * * *


      As appropriate, please amend your registration statement and
MCI`s periodic reports in response to these comments.  You may
wish
to provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment 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 amendment and 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.

	Notwithstanding our comments, in the event Verizon requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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.

	In connection with responding to our comments, please also
provide, in writing, a statement from MCI 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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 securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Sharon Virga, Senior Staff Accountant, at
(202)
551-3385 or Dean Suehiro, Senior Staff Accountant at (202) 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)
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Marianne Drost, Esq.
Verizon Communications Inc.
May 17, 2005
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