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: December 21, 2005

(Date of earliest event reported)

VERIZON COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8606	23-2259884
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1095 Avenue of the Americas New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 395-2121

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Attached as an exhibit is a press release dated December 21, 2005 issued by Verizon Communications Inc. (Verizon) regarding Verizon’s response to Moody’s announcement on December 21, 2005.

SIGNATURE

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, thereunto duly authorized.

	Verizon Communications Inc.
	(Registrant)
Date: December 21, 2005	/s/  Thomas A. Bartlett
	Thomas A. Bartlett
	Senior Vice President and Controller

EXHIBIT INDEX

Exhibit Number	Description
99	Press release dated December 21, 2005 issued by Verizon Communications Inc. (Verizon) regarding Verizon’s response to Moody’s announcement on December 21, 2005.

EX-99

Exhibit 99

NEWS RELEASE

FOR IMMEDIATE RELEASE December 21, 2005 Media contact: Peter Thonis 212-395-2355 peter.thonis@verizon.com

Verizon Response to Moody’s

NEW YORK – The following can be attributed to Doreen Toben, CFO of Verizon Communications Inc. (NYSE:VZ), in response to an announcement earlier today by Moody’s:

“Verizon takes strong exception to today’s action by Moody’s. We believe that the analysis and assumptions used by Moody’s to reach this conclusion do not reflect the strong and sustainable credit metrics reported by Verizon. We believe our credit metrics are strong both on an absolute basis and relative to our peers. And we believe our credit metrics do nothing but improve over the planning period that includes the anticipated closing of the MCI transaction and any integration costs. In our view, Moody’s has neglected to recognize our commitment to maintain these financial goals.

“Despite the action, Verizon does not expect any change in its ability to borrow as needed in the credit markets.”

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VERIZON’S ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media contacts, high quality video and images, and other information are available at Verizon’s News Center on the World Wide Web at www.verizon.com/news. To receive news releases by e-mail, visit the News Center and register for customized automatic delivery of Verizon news releases.

Verizon News Release, page 2

NOTE: This press release 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: materially adverse changes in economic and industry conditions and labor matters, including workforce levels and labor negotiations, and any resulting financial and/or operational impact, in the markets served by us or by companies in which we have substantial investments; material changes in available technology; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations; the final results of federal and state regulatory proceedings concerning our provision of retail and wholesale services and judicial review of those results; the effects of competition in our markets; the timing, scope and financial impacts of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; changes in our accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; a significant change in the timing of, or the imposition of any governmental conditions to, the closing of our business combination transaction with MCI, Inc.; actual and contingent liabilities in connection with the MCI transaction, if consummated; and the extent and timing of our ability to obtain revenue enhancements and cost savings following the MCI transaction.