Company Name:Verizon Communications Inc.
Public Availability Date: January 15, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

December 14, 2007

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Verizon Communications Inc. 2008 Annual Meeting Shareholder Proposal of Richard A. Dee

Ladies and Gentlemen:

This letter is submitted on behalf of Verizon Communications Inc., a Delaware corporation ("Verizon"), pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended. Verizon has received a shareholder proposal and supporting statement (the "Proposal") from Richard A. Dee (the "Proponent"), for inclusion in the proxy materials to be distributed by Verizon in connection with its 2008 annual meeting of shareholders (the "2008 proxy materials"). A copy of the Proposal is attached as Exhibit A. For the reasons stated below, Verizon intends to omit the Proposal from its 2008 proxy materials.

Pursuant to Rule 14a-8(j)(2), enclosed are six copies of this letter and the accompanying attachments. A copy of this letter is also being sent to the Proponent as notice of Verizon's intent to omit the Proposal from Verizon's 2008 proxy materials.

I. Introduction.

On November 13, 2007, Verizon received a letter from the Proponent containing the following proposal:

"Verizon Stockholders hereby request that without delay the Board of Directors form a Corporate Responsibility Committee charged with monitoring continuously the extent to which Verizon lives up to its manifold and oft-repeated claims pertaining to integrity, trustworthiness, and Reliability."

Verizon believes that the Proposal may be properly omitted from its 2008 proxy materials (1) because the Proponent failed to supply, within 14 days of receipt of Verizon's request, documentary support that the Proponent meets the eligibility requirements of Rule 14a-8(b)(1) and (2) under Rule 14a-8(i)(7) because the Proposal deals with a matter relating to Verizon's ordinary business operations.

Verizon respectfully requests the concurrence of the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") that it will not recommend enforcement action against Verizon if Verizon omits the Proposal in its entirety from its 2008 proxy materials.

II. Bases for Excluding the Proposal.

B. Verizon May Omit the Proposal under Rule 14a-8(f), Because Proponent Failed to Supply, within 14 Days of Receipt of Verizon's Request, Documentary Support that the Proponent Meets the Eligibility Requirements of Rule 14a-8(b)(1)

Verizon believes that the Proposal may be properly omitted from its 2007 proxy materials because the Proponent failed to provide, within 14 days of receipt of Verizon's request, documentary support that the Proponent meets the eligibility requirements of Rule 14a-8(b)(1). Rule 14a-8(b)(1) provides that, in order to be eligible to submit a proposal, a shareholder must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal for at least one year prior to the date the proposal is submitted and must continue to hold those securities through the date of the meeting. If the proponent is not a registered holder, he or she must provide proof of beneficial ownership of the securities. Under Rule 14a-8(f)(1), a company may exclude a shareowner proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b), provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time.

The Company received the Proposal and accompanying correspondence via facsimile on November 13, 2007. Included in the transmission was a single page account statement from TD Ameritrade for the reporting period 10/01/07 to 10/31/07. After confirming that the Proponent is not a shareowner of record, on November 14, 2007, Verizon sent the Proponent a letter by Federal Express (the "Notification Letter"), requesting a written statement from the record holder of the Proponent's shares verifying that the Proponent beneficially owned the requisite number of shares of Verizon common stock continuously for at least one year prior to the date of submission of the Proposal. The Notification Letter also advised the Proponent that such written statement must be submitted to Verizon within 14 days of receipt of the Proponent's receipt of the Notification Letter and included a copy of Rule 14a-8. Verizon received confirmation from Federal Express that the Notification Letter was delivered to and accepted at the Proponent's address on November 16, 2007. A copy of the Notification Letter, together with the delivery confirmation, is attached as Exhibit B.

On December 3, 2007, 17 days after receipt of the Notification Letter, the Proponent emailed to Verizon a copy of an unsigned letter dated November 29, 2007, from TD Ameritrade verifying his continuous ownership of Verizon common stock from October 2006 through November 26, 2007. On December 4, 2007, 18 days after receipt of the Notification Letter, the Proponent emailed Verizon a signed copy of that letter (the "Response Letters"). The Response Letters are attached as Exhibit C.

The Staff has consistently held that Rule 14a-8(f) is to be read strictly and that a failure to provide appropriate documentation within the requisite number of days of receipt of a request from the company justifies omission from the company's proxy materials. See General Motors Corporation (March 21, 2006); H.J. Heinz Company (May 23, 2006); American International Group (March 15, 2006); The Mills Corporation (March 15, 2005); Nabors Industries Ltd. (March 8, 2005); Sterling Capital Corporation (February 25, 2004); Merrill Lynch & Co., Inc. (January 27, 2003); and The Allstate Corporation (February 5, 2001). The Proponent did not provide appropriate documentation within 14 days of receipt of Verizon's written request. Accordingly, Verizon believes that the Proposal may be properly omitted from its 2008 proxy materials under Rule 14a-8(f).

B. Verizon May Exclude the Proposal under Rule 14a-8(i)(7) Because It Deals with a Matter Relating to Verizon's Ordinary Business Operations

Rule 14a-8(i)(7) permits a company to omit a shareholder proposal from its proxy materials if it deals with a matter relating to the company's ordinary business operations. Exchange Act Release No. 34-12999 (November 22, 1976). I he general policy underlying the "ordinary business" exclusion is "to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting." Exchange Act Release No. 34-40018 (May 21, 1998). This general policy reflects two central considerations: (i) "[c] ertain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight"; and (ii) the "degree to which the proposal seeks to `micro-manage' the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment." Exchange Act Release No. 34-40018 (May 21, 1998). Verizon believes that the Proposal may properly be excluded under Rule 14a-8(i)(7) because the matters covered by the Proposal - monitoring customer satisfaction with Verizon's products and services and compliance with its code of business conduct - fall squarely within the scope of Verizon's day-to-day business operations.

The Proponent submitted proposals that are substantially identical to the current Proposal for inclusion in Verizon's 2007 proxy materials (the "2007 Proposal") and Verizon's 2006 proxy materials (the "2006 Proposal"), both of which the Staff allowed to be excluded under Rule 14a-8(i)(7). See Verizon Communications Inc. (February 20, 2006) and Verizon Communications Inc. (February 20, 2007). The current Proposal, like the 2006 and 2007 Proposals, basically addresses ordinary business matters; namely, monitoring customer satisfaction and compliance with a code of ethics or business conduct.

The Proposal requests that the Verizon Board establish a committee to monitor customer satisfaction with the company's products and services. The Staff has long recognized that proposals concerning quality, service and support matters, including the handling of customer issues with respect to a Company's products and services, relate to the ordinary business operations of a corporation and, accordingly, may be excluded under Rule 14a-8(i)(7). The Staff's no-action letters make clear that a wide spectrum of issues are viewed as customer relations matters, including the establishment of committees or departments to deal with customer relations issues. See, e.g., Bank of America Corporation (March 3, 2005) (proposal to adopt a "Customer Bill of Rights" and create a position of "Customer Advocate"); Deere & Company (November 30, 2000) (proposal relating to the creation of a "Customer Satisfaction Review Committee" comprised of shareholders); The Chase Manhattan Corporation (February 14, 2000) (proposal to establish an ad hoc independent committee to study credit card operations, financial reporting and customer service); American Telephone and Telegraph Company (January 25, 1993) (proposal to initiate audit procedures to track customer correspondence to rectify lack of response by company); and The Goodyear Tire and Rubber Company (January 28, 1991) (proposal to establish independent board committee to study the handling of customer and shareholder complaints).

Monitoring customer satisfaction with services and products is a basic management function and an integral part of Verizon's day-to day business operations. Customer satisfaction assurance, which involves administration of complex business processes and systems, is beyond the reasonable scope of responsibilities of the Board of Directors. In each of Verizon's lines of business - wireline and wireless - the company's management teams oversee extensive nationwide customer service networks. Both Verizon and Verizon Wireless provide their employees with extensive ongoing training in all aspects of the business from customer service delivery to advanced technology. In addition, Verizon tracks customer perception of its service using an independent market research firm to conduct monthly surveys of 40,000 customers who have recently interacted with the wireline business. Similarly, Verizon Wireless consistently runs extensive quality checks to ensure its customer service best practices are working. For example, to ensure the reliability of Verizon Wireless' network, engineers conduct more than 750,000 voice call attempts and more than 4 million data tests quarterly on Verizon Wireless' and other national wireless carriers' networks while traveling approximately 220,000 miles of the most frequently traveled roadways nationwide in specially equipped, company-owned quality test vehicles. In addition, company executives visit Verizon Wireless Stores to evaluate the customer service experience, and similar types of quality checks are done across its call center operations.

The Proposal also requests that the Verizon Board establish a committee for the purpose of monitoring compliance with the Verizon Code of Business Conduct. The Staff has consistently determined that proposals that relate to the promulgation of, and monitoring of compliance with, codes of ethics may be excluded pursuant to Rule 14a-8(i)(7) because they relate to matters involving ordinary business operations. See, e.g., The AES Corporation (January 9, 2007) (proposal requesting board create an ethics oversight committee); H.R. Block, Inc. (May 4, 2006) (proposal requesting special board committee to review sales practices and allegations of fraudulent marketing); Halliburton Company (March 10, 2006) (proposal requesting report on policies and procedures adopted to reduce certain violation and investigations); Chrysler Corp. (February 18, 1998) (proposal requesting that the board of directors review or amend Chrysler's code of standards for its international operations and present a report to Chrysler's shareholders); Lockheed Martin Corp. (January 29, 1997) (proposal requesting the audit and ethics committee to determine whether the company has an adequate legal compliance program and prepare a report); AT&T Corp. (January 16, 1996) (ordinary business operations exception applied to a proposal requesting that the company's board of directors initiate a review of certain employment practices in light of the company's code of ethics); and NYNEX Corp. (February 1, 1989) (proposal related to the formation of a special committee of the registrant's board of directors to revise the existing code of corporate conduct).

Assuring compliance with legal and regulatory requirements, as well the company's internal policies, is a fundamental management function. As discussed in more detail on the company's website at http://multimedia.verizon.com/responsibility/ethics/index.aspx, Verizon has a stated goal to operate its business with the highest level of integrity and accountability and to continue to build on the trust it has earned over the years. To that end, Verizon has established an Office of Ethics and Business Conduct headed by an executive responsible for compliance. This office oversees the training and certification of all Verizon employees on the Verizon Code of Business Conduct. It also operates a confidential hotline that employees, suppliers and the public can call 24 hours a day, seven days a week, to ask questions, seek clarification or report alleged misconduct or violations of the Code. Finally, as noted below, the independent Audit and Finance Committee of the Verizon Board has oversight responsibility for this critical management function.

For the foregoing reasons, Verizon believes that the Proposal may be omitted from its 2008 proxy materials because it deals with matters relating to Verizon's ordinary business operations.

III. Conclusion.

Verizon believes that the Proposal may be omitted from its 2008 proxy materials (1) because the Proponent failed to supply, within 14 days of receipt of Verizon's request, documentary support that the Proponent meets the eligibility requirements of Rule 14a-8(b)(1); and (2) under Rule 14a-8(i)(7) because the Proposal deals with a matter relating to Verizon's ordinary business operations. Accordingly, Verizon respectfully requests the concurrence of the Staff that it will not recommend enforcement action against Verizon if Verizon omits the Proposal in its entirety from Verizon's 2008 proxy materials.

Verizon requests that the Staff fax a copy of its determination of this matter to the undersigned at (908) 696-2068 and to the Proponent at (212) 831-0102.

Kindly acknowledge receipt of this letter by stamping and returning the extra enclosed copy of this letter In the enclosed self-addressed, stamped envelope. If you have any questions with respect to this matter, please telephone me at (908) 559-5636.

Very truly yours,

/s/

Mary Louise Weber
Assistant General Counsel

Enclosures

cc: Mr. Richard A. Dee
115 East 89\th/ Street
New York, NY 10128

[APPENDIX 1]

EXHIBIT "A"

RICHARD A. DEE

By Fax To (212) 597-2518

November 13, 2007

Marianne Drost, Esq.
Senior Vice President
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036

Re: Stockholder Proposal - Verizon Communications Inc. - 2008 Proxy Statement

Dear Ms. Drost:

Enclosed please find my Stockholder Proposal to be included in the Proxy Statement for the 2008 Annual Meeting of Stockholders of Verizon Communications.

The Proposal is being re-submitted in accordance with applicable provisions of Rule 14a-8 [17 CFR 240.14a.8] under the Securities Exchange Act of 1934, as amended.

The Proposal is being forwarded to you as it is to appear in the Proxy Statement: i.e., the order, the paragraphing, and the use of bold and italic typefaces.

I own a total of 200 shares of Verizon common stock. The shares have been owned for many years, and I shall continue to own qualifying shares through the date of the Annual Meeting.

Enclosed is a copy of part of my most recent Ameritrade statement indicating that the firm holds the above-mentioned 200 shares of Verizon stock in my account.

Please acknowledge receipt of the Proposal at your earliest convenience.

Sincerely,

/s/

Enclosures:

(2 page proposal)
Statement covering stock ownership

[APPENDIX 2]

RICHARD A. DEE
Stockholder Proposal - 2008 Proxy Statement
Verizon Communications Inc.

Submitted November 13, 2007

"Verizon Stockholders hereby request that without delay the Board of Directors form a Corporate Responsibility Committee charged with monitoring continuously the extent to which Verizon lives up to its manifold and oft-repeated claims pertaining to integrity, trustworthiness, and Reliability.

"Unfortunately, Verizon's Board allows and enables company management to oversee itself on matters pertaining to Corporate Responsibility. That is a very dangerous policy - and a policy that flies in the face of the lessons that should have been learned, both by corporate Boards of Directors and investors in publicly-owned companies, from the massive corporate corruption that several years ago resulted in devastating losses to millions of trusting stockholders.

"The extent and the causes of the record-setting corruption that occurred so recently resulted in considerably heightened suspicion, skepticism, and concern on the parts of investors. The magnitude of the corruption also resulted in publicly-owned companies issuing assurances that they had instituted a multitude of new checks and balances that would prevent the reourrence of similar stockholder-damaging events.

"Verizon devotes a great deal of time and effort, and spends an enormous amount of stockholder money, attempting to assure investors and prospective investors, customers and prospects, government agencies, and the public of its corporate integrity and its trustworthiness - and, seemingly endlessly, to assure all hat Verizon is "Reliable".

"The Code of Business Conduct established by Verizon's Board may be excellent conceptually, but it will not benefit stockholders unless and until the Board assures itself that the Code is being wisely and widely implemented - and is being carefully and continuously monitored by Directors who, hopefully, are truly independent of management.

"It is the duty and responsibility of the Board not only to make commitments pertaining to Corporate Governance and ethical conduct, but to make certain that such commitments are being fulfilled properly - at every level.

"The truthfulness of Verizon's many claims will affect greatly its future. Customers, citizens' groups, and government agencies are challenging continually Verizon's business practices, products, and services.

"It is clearly in the best interests of Verizon stockholders for the Board to form a Committee of Directors that meets regularly and focuses specifically on matters pertaining to Corporate Responsibility - including, in particular, the careful monitoring of how well Verizon is living up to its Code of Business Conduct - and whether Verizon is fulfilling properly its multitude of claims.

"Corporate Responsibility no longer can be treated as a sub-topic of Corporate Governance.

"Corporate Responsibility not only deserves, but requires, careful and continuous attention by Directors who are especially attuned to and convinced of its importance. Matters to be dealt with are vital, and dealing with them cannot be relegated to sideways glances by the Board or existing Committees.

"This proposal asks Verizon's Board to take an immediate and significant step to assure stockholders that it is truly committed to causing corporate deeds to live up to corporate words - and truly committed to having Verizon live up to its manifold claims of integrity, trustworthiness, and Reliability.

"Please vote FOR this Proposal.

[STAFF REPLY LETTER]

January 15, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Verizon Communications Inc.
Incoming letter dated December 14, 2007
The proposal relates to forming a committee.

There appears to be some basis for your view that Verizon may exclude the proposal under rule 14a-8(f). We note that the proponent appears to have failed to supply, within 14 days of receipt of Verizon's request, documentary support evidencing that the proponent satisfied the minimum ownership requirements for the one-year period required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if Verizon omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Verizon relies.

Sincerely,

/s/

Craig Slivka
Attorney-Adviser