8-K

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

______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 31, 2005

MCI, Inc.
(Exact Name of Registrant as Specified in Charter)

	DELAWARE
(State or Other Jurisdiction of Incorporation)
001-10415		20-0533283
(Commission File Number)		(IRS Employer Identification No.)
22001 Loudoun County Parkway,		20147
Ashburn, Virginia
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (703) 886-5600

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

     Attached as Exhibit 2.1 hereto and incorporated herein by reference is a letter agreement dated March 31, 2005 (the “Letter Agreement”) entered into by Verizon Communications Inc. (“Verizon”) and MCI, Inc. (“MCI”) relating to the Agreement and Plan of Merger dated as of February 14, 2005 among Verizon, Eli Acquisition, LLC and MCI (as amended as of March 4 and March 29, 2005, the “Merger Agreement”). The Letter Agreement allows MCI and its representatives, from and after March 31, 2005 until the date of the MCI shareholder vote on the transaction contemplated by the Merger Agreement, to engage in discussions, and the other activities described in subparagraphs (x) and (y) of Section 6.5(a) of the Merger Agreement, with Qwest Communications International Inc. and its representatives without having made the determinations contemplated by the proviso immediately following clause (y) of such Section 6.5(a).

Item 8.01. Other Events.

     On April 1, 2005, MCI issued a press release containing information pertaining to the Letter Agreement and the Merger Agreement. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

*   *   *

FORWARD-LOOKING STATEMENTS

This document contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: a significant change in the timing of, or the imposition of any government conditions to, the closing of the previously announced proposed transaction between MCI and Verizon; actual and contingent liabilities; and the extent and timing of our ability to obtain revenue enhancements and cost savings following the transaction. Additional factors that may affect the future results of MCI and Verizon are set forth in their respective filings with the Securities and Exchange Commission, which are available at investor.verizon.com/SEC/ and www.mci.com/about/investor_relations/sec/.

Additional Information and Where to Find It

In connection with the previously announced proposed transaction between MCI and Verizon, a registration statement, including a proxy statement of MCI, and other materials will be filed with the Securities and Exchange Commission (“SEC”). We urge investors to read these documents when they become available because they will contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about MCI and Verizon, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents at www.verizon.com/investor, or by request to Verizon Communications Inc., Investor Relations, 1095 Avenue of the Americas, 36th Floor, New York, NY 10036. Free copies of MCI’s filings are available at www.mci.com/about/investor_relations, or by request to MCI, Inc., Investor Relations, 22001 Loudoun County Parkway, Ashburn, VA 20147 .

Participants in the Solicitation

MCI, Verizon, and their respective directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from MCI shareowners with respect to the previously announced proposed transaction between MCI and Verizon. Information about MCI’s directors and executive officers is available in MCI’s annual report on Form 10-K for the year ended December 31, 2003. Information about Verizon’s directors and executive officers is available in Verizon’s proxy statement for its 2005 annual meeting of shareholders, dated March 21, 2005. Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits.
Exhibit No.		Description
2.1		Letter Agreement, dated March 31, 2005 between Verizon and MCI.
99.1		Press Release issued by MCI, dated April 1, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MCI, INC.
By:	/s/ Eric R. Slusser
	Name:	Eric R. Slusser
	Title:	Senior Vice President & Controller

Date: April 1, 2005

EX-2.01

Exhibit 2.1

[Verizon logo]

John W. Diercksen
Executive Vice President – Strategy, Development & Planning 1095 Avenue of the Americas
New York , NY 10036

March 31, 2005

MCI, Inc.
22001 Loudoun County Parkway
Ashburn, Virginia 20147

Ladies and Gentlemen:

You and we are party to the Agreement and Plan of Merger dated as of February 14, 2005 among Verizon Communications Inc., Eli Acquisition, LLC and MCI, Inc. (as amended as of March 4 and March 29, 2005, the "Agreement"). Capitalized terms used without definition in this letter have the meanings ascribed to them in the Agreement.

Section 6.5(a) of the Agreement provides that you may not furnish information to or engage in discussions with Persons who make a Takeover Proposal without making certain specified findings. The purpose of this letter is to reflect our agreement that from and after the date hereof until the date of the MCI shareholder vote on the transaction contemplated by the Merger Agreement, you and your Representatives may engage in the activities described in subparagraphs (x) and (y) of Section 6.5(a) of the Agreement with Qwest Communications International, Inc. or its Representatives without having made the determinations contemplated by the proviso immediately following clause (y) thereof. For the avoidance of doubt, nothing in this letter shall relieve you of the obligation to comply with the other provisions of the Agreement, including the other provisions of Section 6.5, or prejudice your ability to make any future determination under the above-referenced proviso.

Please signify your concurrence with the foregoing by signing below.

Sincerely yours,

VERIZON COMMUNICATIONS INC.

/s/ John W. Diercksen                                                                       
Executive Vice President – Strategy Development & Planning

Accepted and agreed:

MCI, INC.

/s/ Anastasia D. Kelly                                                                       

EX-99.01

Exhibit 99.1

MCI to Discuss Latest Offer with Qwest

ASHBURN, Va., April 1, 2005 -- MCI, Inc. (NASDAQ: MCIP) today announced its intention to re-engage with Qwest to review Qwest's March 31, 2005 proposal to acquire the company. MCI has received a waiver from Verizon enabling it to engage in discussions with Qwest at any time until the date of the MCI shareholder vote on the proposed Verizon transaction. That date has not yet been set.

About MCI
MCI, Inc. (NASDAQ: MCIP) is a leading global communications provider, delivering innovative, cost-effective, advanced communications connectivity to businesses, governments and consumers. With the industry's most expansive global IP backbone, based on the number of company-owned points of presence, and wholly-owned data networks, MCI develops the converged communications products and services that are the foundation for commerce and communications in today's market. For more information, go to www.mci.com.

FORWARD-LOOKING STATEMENTS

This document contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: a significant change in the timing of, or the imposition of any government conditions to, the closing of the previously announced proposed transaction between MCI and Verizon; actual and contingent liabilities; and the extent and timing of our ability to obtain revenue enhancements and cost savings following the transaction. Additional factors that may affect the future results of MCI and Verizon are set forth in their respective filings with the Securities and Exchange Commission, which are available at investor.verizon.com/SEC/ and www.mci.com/about/investor_relations/sec/.

Additional Information and Where to Find It

In connection with the previously announced proposed transaction between MCI and Verizon, a registration statement, including a proxy statement of MCI, and other materials will be filed with the Securities and Exchange Commission (“SEC”). We urge investors to read these documents when they become available because they will contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about MCI and Verizon, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents at www.verizon.com/investor, or by request to Verizon Communications Inc., Investor Relations, 1095 Avenue of the Americas, 36th Floor, New York, NY 10036. Free copies of MCI’s filings are available at www.mci.com/about/investor_relations, or by request to MCI, Inc., Investor Relations, 22001 Loudoun County Parkway, Ashburn, VA 20147.

Participants in the Solicitation

MCI, Verizon, and their respective directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from MCI shareowners with respect to the previously announced proposed transaction between MCI and Verizon. Information about MCI’s directors and executive officers is available in MCI’s annual report on Form 10-K for the year ended December 31, 2003. Information about Verizon’s directors and executive officers is available in Verizon’s proxy statement for its 2005 annual meeting of shareholders, dated March 21, 2005. Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed with the SEC.