<SUBMISSION>
<ACCESSION-NUMBER>0000950136-01-501079
<TYPE>S-4/A
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20010807
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>VERIZON GLOBAL FUNDING CORP /DE/
<CIK>0000892372
<ASSIGNED-SIC>4813
<IRS-NUMBER>510272912
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4/A
<ACT>33
<FILE-NUMBER>333-64792
<FILM-NUMBER>1699971
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>501 CARR ROAD, SUITE 201
<CITY>WILMINGTON
<STATE>DE
<ZIP>19809
<PHONE>3027614200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1717 ARCH ST 47TH FL
<CITY>PHILADELPHIA
<STATE>PA
<ZIP>19103
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BELL ATLANTIC FINANCIAL SERVICES INC
<DATE-CHANGED>19920928
</FORMER-COMPANY>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>VERIZON COMMUNICATIONS INC
<CIK>0000732712
<ASSIGNED-SIC>4813
<IRS-NUMBER>232259884
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4/A
<ACT>33
<FILE-NUMBER>333-64792-01
<FILM-NUMBER>1699972
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1095 AVE OF THE AMERICAS
<CITY>NEW YORK
<STATE>NY
<ZIP>10036
<PHONE>2123952121
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1717 ARCH ST 47TH FL
<CITY>PHILADELPHIA
<STATE>PA
<ZIP>19103
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BELL ATLANTIC CORP
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-4/A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE>


AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2001

                                                REGISTRATION NO. 333-64792

--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       -----------------------------------

                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

         VERIZON COMMUNICATIONS INC.        VERIZON GLOBAL FUNDING CORP.
           (Exact Name of Registrants as Specified in Their Charters)



           Delaware                                    Delaware
  (State or other jurisdiction of            (State or other jurisdiction of
  incorporation or organization)              incorporation or organization)

               4813                                        4813
   (Primary Standard Industrial                (Primary Standard Industrial
   Classification Code Number)                 Classification Code Number)

           23-2259884                                   51-0272912
  (I.R.S. Employer Identification No.)      (I.R.S. Employer Identification No.)


     1095 Avenue of the Americas              3900 Washington Street, 2nd Floor
     New York, New York  10036                Wilmington, Delaware  19802
     (212) 395-2121                           (302) 761-4200
        (Address, including zip code, and telephone number, including area
               code, of Registrants' principal executive offices)

                       -----------------------------------
                 Please address a copy of all communications to:

              David S. Kauffman                         Janet M. Garrity
Vice President and Associate General Counsel        President and Treasurer
         VERIZON COMMUNICATIONS INC.              VERIZON GLOBAL FUNDING CORP.
         1095 Avenue of the Americas           3900 Washington Street, 2nd Floor
          New York, New York 10036                 Wilmington, Delaware 19802
               (212) 395-6174                           (302) 761-4200
    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after expiration of the exchange offer described herein.

<PAGE>

If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

<TABLE>
<CAPTION>

                                        CALCULATION OF REGISTRATION FEE

=========================================================================================================================

-------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum        Proposed Maximum
   Title of each Class of         Amount to be            Offering               Aggregate               Amount of
 Securities to be Registered       Registered        Price per Unit (1)      Offering Price (1)      Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                <C>                      <C>                     <C>
    6 3/4% Notes due 2005        $1,000,000,000     100%
-------------------------------------------------------------------------------------------------------------------------
    7 1/4% Notes due 2010        $2,000,000,000     100%
-------------------------------------------------------------------------------------------------------------------------
    7 3/4% Notes due 2030        $2,000,000,000     100%
-------------------------------------------------------------------------------------------------------------------------
                                                                               $5,000,000,000           $1,250,000
-------------------------------------------------------------------------------------------------------------------------
Support Agreement between        $5,000,000,000                                       (2)                   (3)
Verizon Communications Inc.
and Verizon Global Funding
Corp.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Determined pursuant to Rule 457(f) under the Securities Act of 1933, solely
     for the purpose of calculating the registration fee.
(2)  No separate consideration will be received for the Support Agreement.
(3)  Pursuant to Rule 457(n) under the Securities Act of 1933, no registration
     fee is payable with respect to the Support Agreement.

                       -----------------------------------


 THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
   AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
    FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
   STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
        OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
          SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
                  PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.



<PAGE>



PROSPECTUS

$5,000,000,000 OF NOTES OF

VERIZON GLOBAL FUNDING CORP.                         [LOGO]

SUPPORTED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY

VERIZON COMMUNICATIONS INC.

OFFER TO EXCHANGE

$1,000,000,000 6 3/4% NOTES DUE 2005 THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") FOR ANY AND ALL OUTSTANDING 6 3/4%
NOTES DUE 2005
$2,000,000,000 7 1/4% NOTES DUE 2010 THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 1/4% NOTES DUE 2010
$2,000,000,000 7 3/4% NOTES DUE 2030 THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 3/4% NOTES DUE 2030

                          SUMMARY OF THE EXCHANGE OFFER

         This prospectus and the accompanying Letter of Transmittal relate to
the proposed offer by Verizon Global Funding Corp. (the "Company" or "Verizon
Global Funding") to exchange up to:

     o   $1,000,000,000 6 3/4% Notes due 2005 that have been registered under
         the Securities Act for any and all outstanding 6 3/4% Notes due 2005
         (the "6 3/4% Notes");

     o   $2,000,000,000 7 1/4% Notes due 2010 that have been registered under
         the Securities Act for any and all outstanding 7 1/4% Notes due 2010
         (the "7 1/4% Notes"); and

     o   $2,000,000,000 7 3/4% Notes due 2030 that have been registered under
         the Securities Act for any and all outstanding 7 3/4% Notes due 2030
         (the "7 3/4% Notes").

         The new notes, which are referred to as the "exchange notes," will be
freely transferable. The outstanding notes, which are referred to as the
"restricted notes," have certain transfer restrictions.

         The restricted notes are, and the exchange notes will be, unsecured and
unsubordinated obligations of the Company that are supported as to payment of
principal and interest on an unsecured and unsubordinated basis by Verizon
Communications Inc. ("Verizon Communications"), Verizon Global Funding's
corporate parent.

<PAGE>


o    The exchange offer expires at 5:00 p.m. New York City time on September 6,
     2001, unless extended.


o    All restricted notes that are tendered and not withdrawn will be exchanged
     promptly upon consummation of the exchange offer.

o    There should be no United States federal income tax consequences to holders
     of restricted notes who exchange restricted notes for exchange notes
     pursuant to the exchange offer.

o    Holders of restricted notes do not have any appraisal or dissenters' rights
     in connection with the exchange offer.

o    Restricted notes not exchanged in the exchange offer will remain
     outstanding and be entitled to the benefits of the indenture under which
     they were issued, but except under limited circumstances will not have
     further exchange or registration rights.

o    The Company does not intend to apply for listing of the exchange notes on
     any securities exchange or to arrange for them to be quoted on any
     quotation system.

o    Each holder of restricted notes wishing to accept the exchange offer must
     deliver the restricted notes to be exchanged, together with the Letter of
     Transmittal that accompanies this prospectus and any other required
     documentation, to the exchange agent identified in this prospectus.
     Alternatively, a holder may effect a tender of restricted notes by
     book-entry transfer into the exchange agent's account at the Depository
     Trust Company ("DTC"). All deliveries are at the risk of the holder. You
     will find detailed instructions concerning delivery in the "Exchange Offer"
     section of this prospectus and in the accompanying Letter of Transmittal.

                       ----------------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE EXCHANGE NOTES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

YOU SHOULD READ THIS ENTIRE PROSPECTUS AND THE ACCOMPANYING LETTER OF
TRANSMITTAL AND RELATED DOCUMENTS AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY
BEFORE MAKING YOUR DECISION TO PARTICIPATE IN THE EXCHANGE OFFER.


                The date of this prospectus is August 9, 2001.


<PAGE>

                              [Inside Front Cover]

     YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER THE COMPANY NOR VERIZON COMMUNICATIONS HAS
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE ACCOMPANYING LETTER OF TRANSMITTAL, NOR ANY EXCHANGE MADE
PURSUANT TO THIS PROSPECTUS SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY
SUBSEQUENT DATE.

     THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS OF RESTRICTED
NOTES BE ACCEPTED FROM, HOLDERS OF RESTRICTED NOTES IN ANY JURISDICTION IN WHICH
THE EXCHANGE OFFER OR ITS ACCEPTANCE IS UNLAWFUL.

                        NOTICE TO NEW HAMPSHIRE RESIDENTS

     NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE NEW HAMPSHIRE SECRETARY OF
STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE NEW HAMPSHIRE SECRETARY
OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

     EACH BROKER-DEALER THAT RECEIVES EXCHANGE NOTES FOR ITS OWN ACCOUNT
PURSUANT TO THE EXCHANGE OFFER MUST ACKNOWLEDGE THAT IT WILL DELIVER A
PROSPECTUS IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE NOTES. THE LETTER OF
TRANSMITTAL STATES THAT BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, A
BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE
MEANING OF THE SECURITIES ACT. THIS PROSPECTUS, AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A BROKER-DEALER IN CONNECTION
WITH RESALES OF EXCHANGE NOTES RECEIVED IN EXCHANGE FOR RESTRICTED NOTES WHERE
SUCH RESTRICTED NOTES WERE ACQUIRED BY SUCH BROKER-DEALER AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. THE COMPANY HAS AGREED
THAT, FOR A PERIOD OF 90 DAYS AFTER THE EXPIRATION DATE (AS DEFINED BELOW), IT
WILL MAKE THIS PROSPECTUS AVAILABLE TO ANY BROKER-DEALER FOR USE IN CONNECTION
WITH ANY SUCH RESALE. SEE "PLAN OF DISTRIBUTION" BELOW.

                                      iii
<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

Where You Can Find More Information......................................  iv
Special Note Regarding Forward-Looking Statements........................   v
Summary..................................................................   1
         Verizon Communications..........................................   1
         Verizon Global Funding..........................................   2
         The Exchange Offer..............................................   2
Ratios of Earnings to Fixed Charges......................................   6
Use of Proceeds..........................................................   6
Exchange Offer...........................................................   7
Description of the Notes and the Support Agreement.......................  20
Book-Entry, Delivery and Form............................................  32
U.S. Federal Income Tax Consequences.....................................  36
Plan of Distribution.....................................................  42
Legal Matters............................................................  43
Experts..................................................................  43

                       WHERE YOU CAN FIND MORE INFORMATION

     Verizon Communications files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any of these documents at the Securities and Exchange
Commission's public reference room in Washington, D.C. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information.
Verizon Communications' Securities and Exchange Commission filings are also
available to the public on the Securities and Exchange Commission's web site at
http://www.sec.gov.

     In this prospectus, we "incorporate by reference" some information Verizon
Communications files or has filed with the Securities and Exchange Commission,
which means that we disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be
part of this prospectus, and later information that Verizon Communications files
with the Securities and Exchange Commission will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made by Verizon Communications with the Securities
and Exchange Commission under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") until all of the notes have
been sold:

o    Verizon Communications' Annual Report on Form 10-K for the year ended
     December 31, 2000;

o    Verizon Communications' Quarterly Report on Form 10-Q for the quarter ended
     March 31, 2001; and

                                       iv
<PAGE>




o    Verizon Communications' Current Reports on Form 8-K dated March 28, 2001,
     April 25, 2001, May 9, 2001, June 5, 2001, July 31, 2001 and August 2,
     2001.


     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address or phone number:

     Investor Relations
     Verizon Communications Inc.
     1095 Avenue of the Americas, 36th Floor
     New York, New York 10036
     Telephone: (212) 395-1525

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     In this prospectus and in the information incorporated in this prospectus
by reference, we have made forward-looking statements. These statements are
based on our estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements include the information concerning our
possible or assumed future results of operations. Forward-looking statements
also include those preceded or followed by the words "anticipates," "believes,"
"estimates," "hopes" or similar expressions. 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, along with those discussed in the
information incorporated by reference, could affect future results and could
cause those results to differ materially from those expressed in the
forward-looking statements:

o    materially adverse changes in economic conditions in the markets served by
     us or by companies in which we have substantial investments;

o    material changes in available technology;

o    an adverse change in the ratings afforded our debt securities by nationally
     accredited ratings organizations;

o    the final outcome of federal, state and local regulatory initiatives and
     proceedings, including arbitration proceedings, and judicial review of
     those initiatives and proceedings, pertaining to, among other matters, the
     terms of interconnection, access charges, universal service, and unbundled
     network element and resale rates;

o    the extent, timing, success and overall effects of competition from others
     in the local telephone and intraLATA toll service markets;

o    the timing and profitability of our entry into the in-region long-distance
     market;

                                       v
<PAGE>


o    our ability to combine former Bell Atlantic and GTE operations, satisfy
     regulatory conditions and obtain revenue enhancements and cost savings;

o    the profitability of our entry into the nationwide broadband access market;


o    the ability of Verizon Wireless to combine operations, achieve revenue
     enhancements and cost savings and obtain sufficient spectrum resources;


o    our ability to convert our ownership interest in Genuity Inc. into a
     controlling interest consistent with regulatory conditions, and Genuity's
     ensuing profitability; and

o    changes in our accounting assumptions that may be required by regulatory
     agencies, including the Securities and Exchange Commission, or that result
     from changes in the accounting rules or their application, which could
     result in an impact on earnings.












                                       vi
<PAGE>

                                     SUMMARY

     The following summary contains basic information about Verizon Global
Funding, its parent, Verizon Communications, and this exchange offer. It may not
contain all the information that is important to you in making your investment
decision and the information contained in this summary is qualified in its
entirety by the more detailed information appearing elsewhere in this prospectus
or incorporated by reference in this prospectus. "The Exchange Offer" and the
"Description of the Notes and the Support Agreement" sections of this prospectus
contain more detailed information regarding the terms and conditions of the
exchange offer and the exchange notes. Certain capitalized terms used in this
prospectus summary are defined elsewhere in this prospectus.

                             Verizon Communications


     Verizon Communications is one of the world's leading providers of
communications services. Verizon Communications was formerly known as Bell
Atlantic Corporation. We began doing business as Verizon Communications on June
30, 2000, when Bell Atlantic merged with GTE Corporation in a transaction
accounted for as a pooling-of-interests. Each of Bell Atlantic and GTE was a
leader in the telecommunications and information industries. We are a Fortune 10
company with about 260,000 employees and approximately $65 billion of annual
revenues. In this section of the prospectus, references to "we" and "us" refer
to Verizon Communications and its consolidated subsidiaries.

     Our subsidiaries are, collectively, the largest providers of wireline and
wireless communications in the United States, with 125 million access
line equivalents and approximately 28 million wireless customers. Our global
presence extends to over 40 countries in the Americas, Europe, Asia and the
Pacific.

     We provide domestic telecommunications wireline services through our
subsidiaries in 31 states and the District of Columbia. These services consist
principally of advanced wireline voice and data services, including voice and
data transport, enhanced and custom calling features, network access, directory
assistance, private lines and public telephones. We also provide customer
premises equipment distribution, data solutions and systems integration, billing
and collections and Internet access services. We currently own more than 62
million access lines in the United States and serve over 33 million households.
We also have approximately 6 million long distance customers nationwide.
Verizon Online, our Internet service provider, has over 1 million subscribers,
and we have approximately 840,000 Digital Subscriber Line customers.

     We provide domestic wireless communications services through our 55% owned
subsidiary, Verizon Wireless. Verizon Wireless is the leading wireless
communications provider in the United States in terms of the number of
subscribers and network coverage. Verizon Wireless has the largest customer base
of any U.S. wireless provider, with approximately 28 million wireless
subscribers, and offers wireless voice and data services across the most
extensive wireless network in the United States. Approximately


                                       1
<PAGE>


90% of the United States population reside in areas in which Verizon
Wireless has Federal Communications Commission ("FCC") licenses to offer
wireless services. Verizon Wireless provides digital coverage in almost every
major U.S. city. Its broad network coverage, digital technology, widespread
distribution channels and operating and financial strength position it to take
advantage of the growing demand for wireless voice and data services.


     We also hold a substantial investment portfolio in wireline and wireless
partnerships and joint ventures in the Americas (including Puerto Rico), Europe,
Asia and the Pacific. These investments represent a mix of mature and start-up
businesses where, in conjunction with local partners and management, we seek to
capitalize on our core competencies and to enhance shareholder returns.

     We are the world's largest publisher of telephone directories. Our
directory publishing and electronic commerce operations consist of domestic and
international publishing businesses, including print directories and
Internet-based shopping guides, as well as website creation and other electronic
commerce services. We have publishing and electronic commerce operations in the
United States, Europe, Asia and Latin America and produce approximately 150
million telephone directories annually.

     Our principal executive offices are located at 1095 Avenue of the Americas,
New York, New York 10036, and our telephone number is (212) 395-2121.

                             Verizon Global Funding

     Verizon Global Funding was established to provide financing to Verizon
Communications and some of its subsidiaries, other than Verizon Communications'
domestic telephone company subsidiaries. Verizon Global Funding does not engage
in any separate business activities. Verizon Global Funding will raise funds
through the offering of the notes and may lend the net proceeds to Verizon
Communications and/or one or more of its subsidiaries. All of the notes will be
supported as to payment of principal and interest by Verizon Communications, as
described under "Description of the Notes and the Support Agreement."

     Verizon Global Funding is a wholly owned, indirect subsidiary of Verizon
Communications and was incorporated in Delaware in November 1983. The principal
executive offices of Verizon Global Funding are located at 3900 Washington
Street, 2nd floor, Wilmington, Delaware 19802, and its telephone number is (302)
761-4200.

                                         The Exchange Offer

Exchange Notes                           $1,000,000,000 6 3/4% Notes due
                                         2005, $2,000,000,000 7 1/4% Notes due
                                         2010 and $2,000,000,000 7 3/4% Notes
                                         due 2030, all of which have been
                                         registered under the Securities Act.
                                         For more details, see "Exchange Offer--
                                         Terms of the Exchange Offer."

                                       2
<PAGE>

The Exchange Offer                       We are offering to issue the exchange
                                         notes in exchange for a like principal
                                         amount of outstanding restricted notes,
                                         in each case of the same series, that
                                         we issued on December 12, 2000 and
                                         February 7, 2001. We are offering to
                                         issue the exchange notes to satisfy our
                                         obligations contained in the
                                         registration rights agreements we
                                         entered into when we sold the
                                         outstanding restricted notes in
                                         transactions pursuant to Rule 144A and
                                         Regulation S under the Securities Act.
                                         The outstanding restricted notes were
                                         subject to transfer restrictions that
                                         will not apply to the exchange notes so
                                         long as you are acquiring the exchange
                                         notes in the ordinary course of your
                                         business, you are not participating in
                                         a distribution of the exchange notes
                                         and you are not an affiliate of ours.

Maturity Date                            Each exchange note will mature on the
                                         same date as the restricted note for
                                         which it is being exchanged.

Interest Payment Dates                   Each exchange note will bear interest
                                         accruing at the same rates and payable
                                         at the same times as the restricted
                                         note for which it is being exchanged.

Support Agreement                        The exchange notes are supported as to
                                         payment of principal and interest by
                                         Verizon Communications under a Support
                                         Agreement which is more fully described
                                         under the heading "Description of the
                                         Notes and the Support Agreement."

Ranking                                  The notes will be the senior unsecured
                                         obligations of Verizon Global Funding
                                         and will rank equally with all of
                                         Verizon Global Funding's other
                                         unsecured and unsubordinated debt.
                                         Except as described in this prospectus
                                         under the heading "Description of the
                                         Notes and the Support Agreement,"
                                         Verizon Communications' support
                                         obligations will rank equally with all
                                         of its other unsecured and
                                         unsubordinated debt.

Optional Redemption                      The Company may redeem the exchange
                                         notes at any time or from time to time
                                         at the redemption price described under
                                         the heading "Description of the Notes
                                         and the Support Agreement--Optional
                                         Redemption" plus accrued and unpaid
                                         interest, if any, on the principal
                                         amount being redeemed to the date of
                                         redemption.


                                       3
<PAGE>

Certain Covenants                        The indenture governing the exchange
                                         notes contains covenants that, among
                                         other things, limit Verizon Global
                                         Funding's ability to create liens on
                                         its assets and limits the ability of
                                         each of Verizon Global Funding and
                                         Verizon Communications to merge or
                                         consolidate with another company or to
                                         transfer substantially all of its
                                         assets. For more details, see
                                         "Description of the Notes and the
                                         Support Agreement--Restrictions on
                                         Verizon Global Funding" below.

Use of Proceeds                          Neither the Company nor Verizon
                                         Communications will receive any
                                         proceeds from the issuance of the
                                         exchange notes.

Denominations and Issuance of
Exchange Notes                           The exchange notes will be issued in
                                         book-entry form and will be represented
                                         by global certificates deposited with a
                                         custodian for, and registered in the
                                         name of a nominee of, DTC.
                                         Beneficial ownership of the exchange
                                         notes will be shown on, and transfers
                                         will be effected only through, records
                                         maintained by DTC and its direct and
                                         indirect participants and any such
                                         interest may not be exchanged for
                                         certificated exchange notes except in
                                         limited circumstances. See "Book-Entry,
                                         Delivery and Form" below.

Tenders, Expiration Date,
  Withdrawal                             The exchange offer will expire at 5:00
                                         P.M., New York City time, on September
                                         6, 2001, unless it is extended. To
                                         tender your outstanding restricted
                                         notes you must follow the detailed
                                         procedures described under the heading
                                         "Exchange Offer--Procedures for
                                         Tendering" including special procedures
                                         for certain beneficial owners and
                                         broker-dealers. If you decide to
                                         exchange your outstanding restricted
                                         notes for exchange notes, you must
                                         acknowledge that you do not intend to
                                         engage in, and have no arrangement with
                                         any person to participate in, a
                                         distribution of the exchange notes. If
                                         you decide to tender your outstanding
                                         notes pursuant to the exchange offer,
                                         you may withdraw them at any time prior
                                         to 5:00 p.m., New York City time, on
                                         the expiration date.


Federal Income Tax                       Your exchange of outstanding restricted
                                         notes for exchange notes pursuant to
                                         the exchange offer will not be a
                                         taxable event for U.S. federal income
                                         tax purposes. See "U.S. Federal Income
                                         Tax Consequences--Consequences of the
                                         Exchange."

                                       4
<PAGE>

Exchange Agent                           First Union National Bank is the
                                         exchange agent for the exchange offer.

Failure to Exchange Your
Outstanding Restricted Notes
and Trading Market                       If you fail to exchange your
                                         outstanding restricted notes for
                                         exchange notes in the exchange offer,
                                         your outstanding restricted notes will
                                         continue to be subject to transfer
                                         restrictions and you will not have any
                                         further rights under the registration
                                         rights agreement relating to such
                                         restricted notes, including any right
                                         to require us to register your
                                         outstanding restricted notes or to pay
                                         any additional interest relating to a
                                         registration default. To the extent
                                         that outstanding restricted notes are
                                         tendered and accepted in the exchange
                                         offer, your ability to sell untendered,
                                         and tendered but unaccepted,
                                         outstanding restricted notes could be
                                         adversely affected. There may be no
                                         trading market for the outstanding
                                         restricted notes. There can be no
                                         assurance that an active public market
                                         for the exchange notes will develop or
                                         as to the liquidity of any market that
                                         may develop for the exchange notes, the
                                         ability of holders to sell the exchange
                                         notes, or the price at which holders
                                         would be able to sell the exchange
                                         notes. For more details, see the
                                         sections "Consequences of a Failure to
                                         Exchange Restricted Notes" and "Absence
                                         of a Public Market" under the heading
                                         "Exchange Offer."





                                       5
<PAGE>

                       RATIOS OF EARNINGS TO FIXED CHARGES

     The following table shows Verizon Communications' ratio of earnings to
fixed charges for the periods indicated:


     Six Months
    Ended June 30,                      Years Ended December 31,
         2001                       2000     1999     1998     1997
--------------------------------------------------------------------------------
         3.49                       4.47     4.98     3.81     3.74


     For all periods, the ratios reflect the merger of Bell Atlantic and GTE as
if it occurred as of the beginning of the earliest period presented, in
accordance with pooling-of-interests accounting rules.

     For these ratios, "earnings" have been calculated by adding fixed charges
to income before income taxes and extraordinary charges, and "fixed charges"
include interest expense, preferred stock dividend requirements, capitalized
interest and the portion of rent expense representing interest.


     The ratio for the six months ended June 30, 2001 includes special items
that resulted in a net pretax loss of $(4,503) million, and the ratios for the
years ended December 31, 2000, 1999, 1998 and 1997 include net pretax gains
(losses) of $6,116 million, $981 million, $(2,552) million and $(1,803) million,
respectively. Excluding those special items, the ratio for the six months
ended June 30, 2001 would have been 3.76, and the ratios for the years ended
December 31, 2000, 1999, 1998 and 1997 would have been 3.68, 4.68, 4.43 and
4.29, respectively. The 2001 special items relate to the write-down of
marketable securities, Bell Atlantic/GTE merger-related charges and a change in
accounting for derivatives, creating mark-to-market adjustments. The 2000 and
1999 special items pertain to gains on sales of assets, net of asset impairments
and other charges, Bell Atlantic/GTE merger-related charges, pension settlements
and the gain on the mark-to-market of exchangeable notes. The 1998 and 1997
special items pertain to asset impairments and other charges, net of gains on
sales of assets, Bell Atlantic/NYNEX Corporation merger-related charges, pension
settlements and retirement incentive program costs. Sales of assets included
wireline and wireless properties, GTE Government Systems and the gain associated
with the merger of BC TELECOM Inc. and TELUS Corporation. Asset impairments
included costs associated with exiting businesses.


                                 USE OF PROCEEDS

     Neither the Company nor Verizon Communications will receive any cash
proceeds from the issuance of the exchange notes. As consideration for the
exchange notes, the Company will receive in exchange an equivalent principal
amount of outstanding restricted notes, the terms of which are identical to the
terms of the exchange notes, except that the exchange notes will be registered
under the Securities

                                       6
<PAGE>

Act, freely transferable and issued free of any covenants regarding exchange and
registration rights.

     The Company will retire and cancel the restricted notes surrendered in
exchange for the exchange notes. Accordingly, the issuance of the exchange notes
under the exchange offer will not result in any change in the outstanding
aggregate indebtedness of the Company.

                                 EXCHANGE OFFER

REASON FOR THE EXCHANGE OFFER

     The Company initially sold the restricted notes in a series of private
offerings. The 6 3/4% Notes, the 7 1/4% Notes and $1,000,000,000 of the 7 3/4%
Notes were sold on December 12, 2000 to Chase Securities Inc., J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated, M.R. Beal & Co., Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Bank
Securities Inc., UBS Warburg LLC and Utendahl Capital Partners, L.P. An
additional $1,000,000,000 of the 7 3/4% Notes were sold on February 2, 2001 to
Chase Securities Inc. and Morgan Stanley & Co. Incorporated. All of such
purchasers are collectively referred to as the "Initial Purchasers." These sales
were all effected pursuant to agreements among the Company, Verizon
Communications as support provider, and the Initial Purchasers. The Initial
Purchasers subsequently resold or were permitted to resell the restricted notes:

     -   to qualified institutional buyers in accordance with the provisions of
         Rule 144A under the Securities Act, and

     -   outside the United States in accordance with the provisions of
         Regulation S under the Securities Act.

     In connection with the private offerings of the restricted notes, the
Company, Verizon Communications as support provider, and the Initial Purchasers
in each case entered into a Registration Rights Agreement (collectively, the
"Registration Rights Agreements"), in which the Company agreed, among other
things:

     -   to file a registration statement relating to an exchange offer for the
         restricted notes, with the SEC, on or before July 10, 2001;

     -   use its reasonable best efforts to cause the exchange offer
         registration statement to be declared effective under the Securities
         Act on or before September 23, 2001;

     -   upon the effectiveness of the exchange offer registration statement, to
         offer the holders of the restricted notes the opportunity to exchange
         their

                                       7
<PAGE>

         restricted notes in the exchange offer for a like principal amount of
         exchange notes;

     -   to keep the exchange offer open for not less than 30 days, or longer,
         if required by applicable law, after notice of the exchange offer is
         mailed to holders of restricted notes; and

     -   to use its reasonable best efforts to consummate the exchange offer on
         or before October 23, 2001.

     The Company also agreed, in each case, under certain circumstances:

     -   to use its reasonable best efforts to file a shelf registration
         statement relating to the offer and sale of the restricted notes by the
         holders of the restricted notes;

     -   to use its reasonable best efforts to cause such shelf registration
         statement to be declared effective; and

     -   to use its reasonable best efforts to keep such shelf registration
         statement effective for two years after the shelf registration
         statement becomes effective or until the restricted notes covered by
         the shelf registration statement have been sold or cease to be
         outstanding.

     The exchange offer being made by this prospectus is intended to satisfy the
Company's exchange and registration obligations under each of the Registration
Rights Agreements discussed above. If the Company fails to fulfill such
obligations, holders of outstanding restricted notes are entitled to receive
additional interest at the rate of 0.25% per annum for so long as the Company
fails to fulfill such obligations. The rate for additional interest will not
exceed 0.25% per annum. After the Company has cured all defaults of its
registration and exchange obligations, the accrual of additional interest on the
restricted notes will cease, and the interest rate for each series of restricted
notes will revert to its original rate.

     For a more complete understanding of your exchange and registration rights,
please refer to the Registration Rights Agreement relating to the series of
restricted notes which you hold, which is included as an exhibit to the
registration statement relating to the exchange notes.

TRANSFERABILITY OF THE EXCHANGE NOTES

     Based on certain no-action letters issued by the staff of the SEC to others
in unrelated transactions, the Company believes that a noteholder may offer for
resale, resell or otherwise transfer any exchange notes without compliance with
the registration and prospectus delivery requirements of the Securities Act,
unless the noteholder


                                       8
<PAGE>

     -   is acquiring the exchange notes other than in the ordinary course of
         business;

     -   is participating, intends to participate or has an arrangement or
         understanding with any person to participate, in a distribution of the
         exchange notes;

     -   is an "affiliate" of the Company, as defined in Rule 405 under the
         Securities Act; or

     -   is an Initial Purchaser who acquired restricted notes directly from the
         Company in the initial offering to resell pursuant to Rule 144A,
         Regulation S or any other available exemption under the Securities Act.

     In any of the foregoing circumstances, a noteholder

     -   will not be able to rely on the interpretations of the staff of the
         SEC, in connection with any offer for resale, resale or other transfer
         of exchange notes; and

     -   must comply with the registration and prospectus delivery requirements
         of the Securities Act, or have an exemption available, in connection
         with any offer for resale, resale or other transfer of the exchange
         notes.

     The Company is not making this exchange offer to, nor will it accept
surrenders of restricted notes from, holders of restricted notes in any state in
which this exchange offer would not comply with the applicable securities laws
or "blue sky" laws of such state.

     Each broker-dealer that receives exchange notes for its own account in
exchange for restricted notes, where such restricted notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. See "Plan of Distribution."

TERMS OF THE EXCHANGE OFFER

     The restricted notes were issued in three different series. As of the date
of this prospectus, the aggregate principal amount of the notes in each series
has not been reduced. In the exchange offer, restricted notes of each series
will be exchanged for exchange notes with terms which are otherwise identical to
the terms of the restricted notes for which they are being exchanged, except
that the exchange notes will be registered under the Securities Act, freely
transferable and issued free of any covenants regarding exchange and
registration rights.

                                       9
<PAGE>


     Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying Letter of Transmittal, the Company will accept all
restricted notes validly tendered and not withdrawn prior to 5:00 p.m. New York
City time on September 6, 2001, the date that the exchange offer expires. This
date and time may be extended. See "Expiration Date; Extensions; Amendments"
below. After authentication of the exchange notes by the trustee under the
indenture governing the notes or an authenticating agent, the Company will issue
and deliver $1,000 principal amount of exchange notes in exchange for each
$1,000 principal amount of outstanding restricted notes accepted in the exchange
offer. Holders may tender some or all of their restricted notes pursuant to the
exchange offer in denominations of $1,000 and integral multiples thereof.


     The form and terms of the exchange notes are identical in all material
respects to the form and terms of the outstanding restricted notes, except that:

     -   the offering of the exchange notes has been registered under the
         Securities Act;

     -   the exchange notes will not be subject to transfer restrictions; and

     -   the exchange notes will be issued free of any covenants regarding
         exchange and registration rights.

     The exchange notes will be issued under and entitled to the benefits of the
indenture that governs the restricted notes.

     In connection with the issuance of the restricted notes, the Company
arranged for the restricted notes to be issued and transferable in book-entry
form through the facilities of DTC, acting as a depositary. The exchange notes
will also be issuable and transferable in book-entry form through DTC.


     This prospectus, together with the accompanying Letter of Transmittal, is
initially being sent to all registered holders of restricted notes as of the
close of business on August 8, 2001. The exchange offer for restricted notes is
not conditioned upon any minimum aggregate principal amount being tendered.
However, the exchange offer is subject to certain customary conditions which may
be waived by the Company, and to the terms and provisions of the Registration
Rights Agreements. See "Conditions to the Exchange Offer" below.


     The exchange agent is First Union National Bank, which also serves as
trustee under the indenture that governs the notes. The Company will be deemed
to have accepted validly tendered restricted notes when, as and if the Company
has given oral or written notice thereof to the exchange agent. The exchange
agent will act as agent of the tendering holders for the purpose of receiving
exchange notes from the Company and as agent of the Company for the purpose of
delivering exchange notes to such holders. See "Exchange Agent" below.

                                       10
<PAGE>

     If any tendered restricted notes are not accepted for exchange because of
an invalid tender or the occurrence of certain other events set forth in this
prospectus, certificates for any such unaccepted restricted notes will be
returned, at the Company's cost, to the tendering holder as promptly as
practicable after the expiration of the exchange offer.

     Holders who tender restricted notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the Letter of Transmittal, transfer taxes with respect to the exchange of
restricted notes pursuant to the exchange offer. The Company will pay all
charges and expenses, other than certain applicable taxes, in connection with
the exchange offer. See "Solicitation of Tenders; Fees and Expenses" below.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS


     The exchange offer will expire at 5:00 p.m. New York City time on
September 6, 2001 unless the Company, in its sole discretion, extends the
exchange offer. The Company may extend the exchange offer at any time and from
time to time by giving oral or written notice to the exchange agent and by
timely public announcement.


     The Company reserves the right, in its sole discretion, to amend the terms
of the exchange offer in any manner. If any of the conditions set forth below
under "Conditions to the Exchange Offer" has occurred and has not been waived by
the Company, the Company expressly reserves the right, in its sole discretion,
by giving oral or written notice to the exchange agent, to:

     -   delay acceptance of, or refuse to accept, any restricted notes not
         previously accepted;

     -   extend the exchange offer;

     -   terminate the exchange offer; or

     -   amend the exchange offer.

     Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof by the
Company to the registered holders of the restricted notes. If the exchange offer
is amended in a manner determined by the Company to constitute a material
change, the Company will promptly disclose such amendment in a manner reasonably
calculated to inform the holders of such restricted notes, and the Company will
extend the exchange offer to the extent required by law. If the exchange offer
is terminated, federal law requires that the Company promptly either exchange or
return all restricted notes that have been tendered.

                                       11
<PAGE>

     The Company will have no obligation to publish, advise, or otherwise
communicate any delay in acceptance, extension, termination or amendment of the
exchange offer other than by making a timely press release. The Company may also
publicly communicate these matters in any other appropriate manner of its
choosing.

INTEREST ON THE EXCHANGE NOTES

     Interest on the exchange notes will accrue from the last interest payment
date on which interest was paid on the restricted notes surrendered in exchange
therefor. The exchange notes will bear interest at the same rates, and such
interest will be payable on the same dates, as the rates and interest payment
dates relating to the restricted notes surrendered in exchange therefor.
Assuming that the exchange offer is consummated prior to October 23, 2001, as
anticipated, interest on the exchange notes will first become payable beginning
on December 1, 2001.

PROCEDURES FOR TENDERING

     Only a holder of record of restricted notes or a DTC participant listed on
a DTC securities position listing with respect to the restricted notes may
tender its restricted notes in the exchange offer.

     To tender restricted notes in the exchange offer, registered holders of
certificated restricted notes must complete, sign and date the Letter of
Transmittal, or a facsimile thereof, in accordance with the instructions
contained in this prospectus and in the Letter of Transmittal. The holder should
then mail or otherwise deliver the Letter of Transmittal, or such facsimile,
together with the restricted notes to be exchanged and any other required
documentation, to the exchange agent, at the address set forth in this
prospectus and in the Letter of Transmittal. Holders of restricted notes that
are DTC participants may follow the procedures for book-entry transfer as
provided for below under "Book-Entry Transfer" and in the Letter of Transmittal.

     To be effective, a tender must be made prior to the expiration of the
exchange offer.

     Any beneficial owner whose restricted notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender restricted notes in the exchange offer should contact such registered
holder promptly and instruct such registered holder to tender on such beneficial
owner's behalf. If a beneficial owner wishes to tender on its own behalf, such
beneficial owner must, prior to completing and executing the Letter of
Transmittal and delivering its restricted notes, either make appropriate
arrangements to register ownership of the restricted notes in its own name or
obtain a properly completed bond power from the registered holder of such
restricted notes. This transfer of record ownership may take considerable time.
Delivery of documents to DTC in accordance with DTC's procedures will NOT
constitute delivery to the exchange agent.

                                       12
<PAGE>

     The tender by a holder of restricted notes will constitute an agreement
between such holder, the Company and the exchange agent in accordance with the
terms and subject to the conditions set forth herein and in the Letter of
Transmittal. If less than all the restricted notes held by a holder of
restricted notes are tendered, a tendering holder should fill in the amount and
series of restricted notes being tendered in the specified box in the Letter of
Transmittal. The entire amount of restricted notes delivered to the exchange
agent will be deemed to have been tendered unless otherwise indicated.

     The Letter of Transmittal includes representations by the tendering holder
to the Company that, among other things:

     -   any exchange notes received by the tendering holder will be acquired in
         the ordinary course of its business;

     -   the tendering holder has no arrangement or understanding with any
         person to participate in the distribution of the exchange notes; and

     -   the tendering holder is not an "affiliate," as defined in Rule 405
         under the Securities Act, of the Company, or, if it is an affiliate,
         that it will comply with the registration and prospectus delivery
         requirements of the Securities Act to the extent applicable.

     A Letter of Transmittal of a broker-dealer that receives exchange notes for
its own account in exchange for restricted notes that were acquired by it as a
result of market-making or other trading activities must also include an
acknowledgment that the broker-dealer will deliver a copy of this prospectus in
connection with the resale of such exchange notes. By so acknowledging and by
delivering a prospectus, such broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. See "Plan of
Distribution."

     The method of delivery of restricted notes and Letters of Transmittal and
all other required documents or transmittal of an Agent's Message, as described
below under "Book-Entry Transfer," to the exchange agent is at the election and
risk of the holders of restricted notes. Instead of delivery by mail, it is
recommended that holders of restricted notes use an overnight or hand delivery
service. In all cases, sufficient time should be allowed to ensure delivery to
the exchange agent prior to the expiration of the exchange offer. No Letters of
Transmittal or restricted notes should be sent to the Company.

     Signatures on a Letter of Transmittal or a notice of withdrawal described
in "Withdrawal of Tenders" below must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (each, an "Eligible
Institution"), unless such Letter of Transmittal or notice is being submitted

                                       13
<PAGE>

     -   by a registered holder who has not completed the box entitled "Special
         Registration Instructions" or the box entitled "Special Delivery
         Instructions" in the Letter of Transmittal; or

     -   for the account of an Eligible Institution.

     If a Letter of Transmittal is signed by a person other than the registered
holder, it must be accompanied by appropriate bond powers which authorize such
person to tender the restricted notes on behalf of the registered holder, in
either case signed as the name of the registered holder or holders appears on
the restricted notes. If a Letter of Transmittal or any restricted notes or bond
powers are signed or endorsed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
unless waived by the Company, submit evidence satisfactory to the Company of
their authority to so act with such Letter of Transmittal.

     All questions as to the validity, form, eligibility, acceptance and
withdrawal of the tendered restricted notes will be determined by the Company in
its sole discretion, which determination will be final and binding. The Company
reserves the absolute right to reject restricted notes not properly tendered or
any restricted notes the Company's acceptance of which would, in the opinion of
counsel for the Company, be unlawful. The Company also reserves the absolute
right to waive any irregularities or conditions of tender as to particular
restricted notes. The Company's interpretation of the terms and conditions of
the Exchange Offer, including the instructions in the Letter of Transmittal,
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of restricted notes must be cured
within such time as the Company shall determine.

     Although the Company intends to notify tendering holders of defects or
irregularities with respect to tenders of restricted notes, neither the Company,
the exchange agent nor any other person will be under any duty or obligation to
do so, and no person will incur any liability for failure to give such
notification. Restricted notes will not be validly tendered until such
irregularities have been cured or waived. Any restricted notes received by the
exchange agent that the Company determines are not properly tendered or the
tender of which is otherwise rejected by the Company will be returned by the
exchange agent to the tendering holder or other person specified in the
appropriate Letter of Transmittal as soon as practicable following the
expiration of the exchange offer.

     The Company reserves the right in its sole discretion:

     -   to purchase or make offers for any restricted notes that remain
         outstanding subsequent to the expiration of the exchange offer;

     -   to terminate the exchange offer, as set forth in "Conditions to the
         Exchange Offer" below; and

                                       14
<PAGE>

     -   to the extent permitted by applicable law, to purchase restricted notes
         during the pendency of the exchange offer in the open market, in
         privately negotiated transactions or otherwise.

     The terms of any such purchases or offers may differ from the terms of the
exchange offer.

BOOK-ENTRY TRANSFER

     The Company understands that the exchange agent will make a request
promptly after the date of this prospectus to establish accounts with respect to
the restricted notes at DTC for the purpose of facilitating the exchange offer.
Any financial institution that is a participant in DTC's system may make
book-entry delivery of restricted notes by causing DTC to transfer such
restricted notes into the Exchange Agent's DTC account in accordance with DTC's
Automated Tender Offer Program procedures for such transfer. The exchange for
tendered restricted notes will only be made after a timely confirmation of a
book-entry transfer of the restricted notes into the exchange agent's account,
and timely receipt by the exchange agent of an Agent's Message.

     The term "Agent's Message" means a message, transmitted by DTC to, and
received by, the Exchange Agent and forming part of the confirmation of a
book-entry transfer, which states that DTC has received an express
acknowledgment from a participant tendering restricted notes and that such
participant has received a Letter of Transmittal and agrees to be bound by the
terms of the Letter of Transmittal and the Company may enforce such agreement
against the participant. Delivery of an Agent's Message will also constitute an
acknowledgement from the tendering DTC participant that the representations
contained in the Letter of Transmittal and described under "Procedures for
Tendering" above are true and correct.

GUARANTEED DELIVERY PROCEDURES

     Holders who wish to tender their restricted notes and:

     -   whose restricted notes are not immediately available,

     -   who cannot deliver their restricted notes, the Letter of Transmittal or
         any other required documents to the exchange agent prior to the
         expiration of the exchange offer, or

     -   who cannot complete the procedure for book-entry transfer on a timely
         basis,

     may effect a tender if:

     1.  the tender is made through an Eligible Institution;

                                       15
<PAGE>

     2.  prior to the expiration of the exchange offer the exchange agent
         receives from such Eligible Institution a properly completed and duly
         executed Notice of Guaranteed Delivery by facsimile transmittal,
         overnight courier, mail or hand delivery; and

     3.  certificate(s) representing all tendered restricted notes in proper
         form for transfer, together with a properly completed and executed
         Letter of Transmittal, or a facsimile thereof and all other documents
         required by the Letter of Transmittal, or confirmation of a book-entry
         transfer into the exchange agent's account at DTC of restricted notes
         delivered electronically, are received by the exchange agent within
         three business days after the expiration of the exchange offer.

     A Notice of Guaranteed Delivery must state:

     -   the name and address of the holder;

     -   if the restricted notes will be tendered by their registered holder,
         the certificate number or numbers of such restricted notes;

     -   the principal amount of such restricted notes tendered;

     -   that the tender is being made thereby; and

     -   that the holder guarantees that, within three business days after the
         expiration of the exchange offer, a Letter of Transmittal or facsimile
         thereof, together with the certificate(s) representing the restricted
         notes to be tendered in proper form for transfer and any other
         documents required by the Letter of Transmittal, or confirmation of a
         book-entry transfer into the exchange agent's account at DTC of
         restricted notes delivered electronically, will be deposited by the
         Eligible Institution with the exchange agent.

     Forms of the Notice of Guaranteed Delivery will be available from the
exchange agent upon request.

WITHDRAWAL OF TENDERS

     Except as otherwise provided herein, tenders of restricted notes may be
withdrawn at any time prior to the expiration of the exchange offer by delivery
of a written or facsimile transmission notice of withdrawal to the exchange
agent at its address set forth in this prospectus.

     Any such notice of withdrawal must:

                                       16
<PAGE>

     -   specify the name of the person having deposited the restricted notes to
         be withdrawn;

     -   identify the restricted notes to be withdrawn, including the series,
         the principal amount of such restricted notes, and the certificate
         number or numbers or, in the case of restricted notes transferred by
         book-entry transfer, the name and number of the account at DTC to be
         credited;

     -   be signed by the depositor of the restricted notes in the same manner
         as the original signature on the Letter of Transmittal by which such
         restricted notes were tendered, including any required signature
         guarantee, or be accompanied by documents of transfer sufficient to
         permit the registrar to register the transfer of such restricted notes
         into the name of the party withdrawing the tender or, in the case of
         restricted notes transferred by book-entry transfer, be transmitted by
         DTC and received by the exchange agent in the same manner as the
         Agent's Message transferring the notes; and

     -   specify the name in which any such restricted notes are to be
         registered, if different from that of the depositor of the restricted
         notes.

     All questions as to the validity, form and eligibility of such withdrawal
notices will be determined by the Company, whose determination shall be final
and binding on all parties. Any restricted notes so withdrawn will be deemed not
to have been validly tendered for purposes of the exchange offer, and no
exchange notes will be issued with respect thereto unless the restricted notes
so withdrawn are validly retendered. Any restricted notes that have been
tendered but are not accepted for exchange will be returned to the holder
thereof without cost to such holder, or removed from the Exchange Agent's
account at DTC and returned to the accounts at DTC from which they were
tendered, as soon as practicable after withdrawal, rejection of tender or
termination of the exchange offer. Properly withdrawn restricted notes may be
retendered by following one of the procedures described above under "Procedures
for Tendering" at any time prior to the expiration of the exchange offer.

CONDITIONS TO THE EXCHANGE OFFER

     The Company will not be required to accept for exchange, or to issue
exchange notes for, any restricted notes, and may terminate or amend the
exchange offer before the acceptance of such restricted notes if, in the
Company's judgment, any of the following conditions has occurred:

     -   the exchange offer, or the making of any exchange by a holder of
         restricted notes, violates applicable law or the applicable
         interpretations of the SEC staff;

                                       17
<PAGE>

     -   any action or proceeding shall have been instituted or threatened in
         any court or by or before any governmental agency or body with respect
         to the exchange offer; or

     -   there has been adopted or enacted any law, statute, rule or regulation
         that can reasonably be expected to impair the ability of the Company to
         proceed with the exchange offer.

     See "Expiration Date; Extensions; Amendments" above for a discussion of
possible Company actions if any of the foregoing conditions occur.

     The foregoing conditions are for the sole benefit of the Company. They may
be asserted by the Company regardless of the circumstances giving rise to any
such condition or may be waived by the Company in whole or in part at any time
and from time to time in its sole discretion. The failure by the Company at any
time to exercise any of the foregoing rights will not be deemed a waiver of any
such right, and each such right will be deemed an ongoing right which may be
asserted at any time and from time to time.

EXCHANGE AGENT

     First Union National Bank has been appointed as exchange agent for the
exchange offer. Requests for assistance and requests for additional copies of
this prospectus or of the Letter of Transmittal should be directed to the
exchange agent addressed as follows:

          BY MAIL, OVERNIGHT DELIVERY OR HAND DELIVERY:

          First Union National Bank
          Corporate Trust Reorganization Department
          1525 West W.T. Harris Boulevard
          Charlotte, North Carolina 28288-1153
          Attention:  Marsha Rice

          BY FACSIMILE TRANSMISSION:

          (704) 590-7628

          INFORMATION OR CONFIRMATION BY TELEPHONE:

          (704) 590-7413

SOLICITATION OF TENDERS; FEES AND EXPENSES

     The principal solicitation pursuant to the exchange offer is being made by
the Company by mail and through the facilities of DTC. Additional solicitations
may be

                                       18
<PAGE>

made by officers and regular employees of the Company and its affiliates in
person or by telephone, facsimile transmission, electronic communication or
similar methods.

     The Company has not retained any dealer-manager in connection with the
exchange offer and will not make any payments to brokers, dealers or other
persons soliciting acceptances of the exchange offer. The Company will, however,
pay the exchange agent reasonable and customary fees for its services and will
reimburse the exchange agent for its reasonable out-of-pocket costs and expenses
incurred in connection with the exchange offer. The Company will indemnify the
exchange agent for all losses and claims incurred by it as a result of the
exchange offer. The Company may also pay brokerage houses and other custodians,
nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them
in forwarding copies of this prospectus, the Letter of Transmittal and related
documents to the beneficial owners of the restricted notes and in handling or
forwarding tenders for exchange.

     The Company will pay all expenses incurred in connection with the exchange
offer, including fees and expenses of the trustee, accounting and legal fees,
including the expense of one counsel for the holders of the restricted notes,
and printing costs.

     The Company will pay any transfer taxes applicable to the exchange of
restricted notes pursuant to the exchange offer. If, however, a transfer tax is
imposed for any reason other than the exchange of restricted notes pursuant to
the exchange offer, then the amount of any such transfer tax, whether imposed on
the registered holder thereof or any other person, will be payable by the
tendering holder.

ACCOUNTING TREATMENT

     The exchange notes will be recorded at the same carrying value as the
restricted notes, as reflected in the Company's accounting records on the date
of the exchange. Accordingly, no gain or loss for accounting purposes will be
recognized by the Company as a result of the consummation of the exchange offer.
The expense of the exchange offer will be amortized by the Company over the term
of the exchange notes.

CONSEQUENCES OF A FAILURE TO EXCHANGE RESTRICTED NOTES

     Following consummation of the exchange offer, assuming the Company has
accepted for exchange all validly tendered restricted notes, the Company will
have fulfilled its exchange and registration obligations under the Registration
Rights Agreements.

     All untendered restricted notes outstanding after consummation of the
exchange offer will continue to be valid and enforceable debt obligations of the
Company, entitled to the benefit of the support agreement of Verizon
Communications, subject to the restrictions on transfer set forth in the
indenture governing the notes.

                                       19
<PAGE>

     Holders of such restricted notes will only be able to offer for sale, sell
or otherwise transfer untendered restricted notes as follows:

     -   to the Company, although the Company has no obligation to purchase
         untendered restricted notes except if they are called for redemption in
         accordance with the provisions of the indenture governing the notes;

     -   pursuant to a registration statement that has been declared effective
         under the Securities Act, although the Company will have no obligation,
         and does not intend, to file any such registration statement;

     -   for so long as the restricted notes are eligible for resale pursuant to
         Rule 144A under the Securities Act, to a person reasonably believed to
         be a qualified institutional buyer, or QIB, within the meaning of Rule
         144A, that purchases for its own account or for the account of a QIB to
         whom notice is given that the transfer is being made in reliance on the
         exemption from the registration requirements of the Securities Act
         provided by Rule 144A;

     -   pursuant to offers and sales that occur outside the United States to
         non-U.S. persons in transactions complying with the provisions of
         Regulation S under the Securities Act; or

     -   pursuant to any other available exemption from the registration
         requirements of the Securities Act.

     To the extent that restricted notes are tendered and accepted in the
exchange offer, the liquidity of the trading market for untendered restricted
notes could be adversely affected.

ABSENCE OF A PUBLIC MARKET

     Although holders of exchange notes who are not "affiliates" of the Company
within the meaning of the Securities Act may resell or otherwise transfer their
exchange notes without compliance with the registration requirements of the
Securities Act, there is no existing market for the exchange notes, and there
can be no assurance as to the liquidity of any markets that may develop for the
exchange notes, the ability of holders of exchange notes to sell their exchange
notes or the prices at which holders would be able to sell their exchange notes.
Future trading prices of the exchange notes will depend on many factors,
including, among other things, prevailing interest rates, Verizon
Communications' operating results and the market for similar securities.

               DESCRIPTION OF THE NOTES AND THE SUPPORT AGREEMENT

                                       20
<PAGE>

     Verizon Global Funding previously issued the restricted notes, and will
issue the exchange notes, under an indenture among Verizon Global Funding,
Verizon Communications and First Union National Bank, as trustee. The indenture
provides for the issuance from time to time of debt securities in an unlimited
dollar amount and an unlimited number of series. As used in this "Description of
the Notes and the Support Agreement," the term "notes" refers to and includes
the restricted notes and the exchange notes. The terms of the restricted notes
and the exchange notes are identical, except that the exchange notes will be
registered under the Securities Act, freely transferable and issued free of any
covenants regarding exchange and registration rights.

     Verizon Communications has agreed to make all payments required under the
notes if Verizon Global Funding defaults with respect to those payments under
the indenture, as described under "Description of the Support Agreement."

     We have summarized selected provisions of the indenture, the support
agreement and the notes below. This is a summary and it is not complete. It does
not describe all exceptions and qualifications contained in the indenture and
the support agreement or all of the terms of the notes. You should read the
indenture, the support agreement and the notes for provisions that may be
important to you. In the summary below, we have included references to articles
and section numbers of the indenture so that you can easily locate these
provisions. Copies of the indenture are available for review at the corporate
trust office of the trustee and may also be obtained from us upon request.

GENERAL

     The Notes

     o   Verizon Global Funding has previously issued $1,000,000,000 of 6 3/4%
         Notes, $2,000,000,000 of 7 1/4% Notes and $2,000,000,000 of 7 3/4%
         Notes. Each of the 6 3/4% Notes, the 7 1/4% Notes and the 7 3/4% Notes
         were issued as a separate series and the exchange notes being issued
         with respect to such notes will be issued as separate series as well.

     o   We may create and issue additional notes with the same terms as any
         series of the notes so that the additional notes will form a single
         series with the previously issued notes.

     o   The 6 3/4% Notes will mature on December 1, 2005, the 7 1/4% Notes will
         mature on December 1, 2010 and the 7 3/4% Notes will mature on December
         1, 2030.

     o   The restricted notes were, and the exchange notes will be, denominated
         in United States dollars; and Verizon Global Funding will make payments
         of principal, interest and any premium on the notes in United States
         dollars.

                                       21
<PAGE>

     o   The restricted notes were, and the exchange notes will be, issued in
         increments of $1,000.

     o   Verizon Global Funding may redeem the 6 3/4% Notes, the 7 1/4% Notes
         and the 7 3/4% Notes in whole or in part at any time prior to their
         stated maturity at the redemption prices to be determined using the
         procedure as described below under "Optional Redemption."

     o   The restricted notes were, and the exchange notes will be, initially
         issued in the form of one or more registered global notes and will be
         deposited with, or on behalf of, DTC, as depositary, and registered in
         the name of DTC's nominee. In each case, the notes will be without
         coupons. A description of DTC's procedures with respect to the global
         notes is set forth under "Book-Entry, Delivery and Form" below.

     Interest

     Interest on each exchange note will accrue from, and including, the
immediately preceding interest payment date to which interest has been paid or
duly provided for with respect to such note or the restricted note to which it
relates, to, but excluding, the next interest payment date or the maturity date,
as the case may be. We will refer to each of these periods as an "interest
period."

     Interest on the 6 3/4% Notes will accrue at a rate of 6 3/4% per year,
interest on the 7 1/4% Notes will accrue at a rate of 7 1/4% per year, and
interest on the 7 3/4% Notes will accrue at a rate of 7 3/4% per year. Verizon
Global Funding will pay interest on these notes on June 1 to holders of record
on the preceding May 15, and on December 1 to holders of record on the preceding
November 15. Interest on these notes will be computed on the basis of a 360-day
year of twelve 30-day months.

     Payment

     Verizon Global Funding will make payments on notes in book-entry form
through the trustee to the depositary or its nominee. See "Book-Entry, Delivery
and Form." In the case of notes in certificated form, Verizon Global Funding
will make payment of principal or any premium, at the maturity of each note in
immediately available funds upon presentation of the note at the corporate trust
office of the trustee in the Borough of Manhattan, The City of New York, or at
any other place as Verizon Global Funding may designate. Payment of interest on
notes in certificated form due at maturity will be made to the person to whom
payment of the principal of the note will be made. Payment of interest due on
notes in certificated form other than at maturity will be made at the corporate
trust office of the trustee or, at Verizon Global Funding's option, may be made
by check mailed to the address of the person entitled to receive payment as the
address appears in the security register, except that a holder of $1,000,000 or
more in aggregate principal amount of notes in certificated form may, at Verizon
Global Funding's option, be entitled to receive interest payments on any
interest payment date other than at maturity by wire transfer of

                                       22
<PAGE>

immediately available funds if appropriate wire transfer instructions have been
received in writing by the trustee at least 15 days prior to the interest
payment date. Any wire instructions received by the trustee will remain in
effect until revoked by the holder.

     If any payment date falls on a day that is not a business day, the payment
will be made on the next business day as if made on the date the payment was
due. In that event, no interest will accrue on the amount payable for the period
from and after the payment date. "Business day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York.

     Paying Agent and Registrar

     The trustee will initially act as paying agent and registrar. Verizon
Global Funding may change the paying agent or registrar without prior notice to
the holders of the notes, and Verizon Global Funding may act as paying agent or
registrar.

     Sinking Fund

     The notes will not be subject to any sinking fund.

RANKING

     The notes will be unsecured and unsubordinated obligations of Verizon
Global Funding and will rank equally with all of its other unsecured and
unsubordinated debt. Except as described below under "Description of the Support
Agreement," the obligations under the support agreement will be unsecured and
unsubordinated obligations of Verizon Communications and will rank equally with
all of its other unsecured and unsubordinated debt.

RESTRICTIONS ON VERIZON GLOBAL FUNDING

     Liens on assets

     If Verizon Global Funding mortgages, pledges or otherwise subjects to any
lien the whole or any part of any property or assets which it now owns or
acquires in the future, then Verizon Global Funding will secure the notes and
any other of its obligations which may then be outstanding and entitled to the
benefits of a covenant similar in effect to this covenant to the same extent and
in the same proportion as the debt or other obligation that is secured by that
mortgage, pledge or other lien. The notes will remain secured for the same
period as the other debt remains secured. Exceptions to this requirement include
the following:

     o   purchase-money mortgages or liens;

                                       23
<PAGE>

     o   liens on any property or asset that existed at the time when Verizon
         Global Funding acquired that property or asset;

     o   any deposit or pledge to secure public or statutory obligations;

     o   any deposit or pledge with any governmental agency required to qualify
         Verizon Global Funding to conduct its business, or any part of its
         business, or to entitle Verizon Global Funding to maintain
         self-insurance or to obtain the benefits of any law relating to
         workmen's compensation, unemployment insurance, old age pensions or
         other social security;

     o   any deposit or pledge with any court, board, commission or governmental
         agency as security related to the proper conduct of any proceeding
         before it; or

     o   any mortgage, pledge or lien on any property or asset of any of Verizon
         Global Funding's affiliates, including, without limitation, Verizon
         Communications, even if the affiliate may have acquired that property
         or asset from Verizon Global Funding.

     (section 1004)

     Limitation on merger, consolidation and sales of assets

     Neither Verizon Global Funding nor Verizon Communications may consolidate
with or merge into any other entity or convey, transfer or lease substantially
all of its properties and assets to any person, and neither Verizon Global
Funding nor Verizon Communications may permit any person to consolidate with or
merge into it or convey, transfer or lease substantially all of its properties
and assets to it, unless:

     o   in case Verizon Global Funding or Verizon Communications consolidates
         or merges into another person or conveys, transfers or leases
         substantially all of its properties and assets to another person, the
         successor assumes by supplemental indenture the obligations of its
         predecessor;

     o   after giving effect to the transaction, there is no default under the
         indenture; and

     o   if, as a result of any consolidation or merger or conveyance, transfer
         or lease described in this covenant, properties or assets of Verizon
         Global Funding would become subject to any lien which would not be
         permitted by the asset lien restriction described above without equally
         and ratably securing the notes as described above, Verizon Global
         Funding or such successor person, as the case may be, will take the
         steps as are necessary effectively to secure the notes equally and
         ratably with, or prior to, all indebtedness secured by those liens as
         described above.

                                       24
<PAGE>

     In case Verizon Global Funding or Verizon Communications consolidates or
merges into another person or conveys, transfers or leases substantially all of
its properties and assets to another person, that person will be Verizon Global
Funding's or Verizon Communications' successor, and Verizon Global Funding will
be relieved of all obligations under the notes and the indenture or Verizon
Communications will be relieved of all obligations under the support agreement
and the indenture, as the case may be. (sections 801 and 802)

REGISTRATION OF TRANSFER AND EXCHANGE

     Notes in book-entry form may be transferred or exchanged only through a
participating member of DTC. See "Book-Entry, Delivery and Form." Registration
of transfer of notes in certificated form will be made at Verizon Global
Funding's office or agency maintained for that purpose, which will initially be
the corporate trust office of the trustee in the Borough of Manhattan, The City
of New York. Notes are exchangeable without charge, except reimbursement of
taxes, if any.

     Registration of transfer

     Holders of notes may present their securities for registration of transfer
at the office of one or more security registrars designated and maintained by
Verizon Global Funding. (section 305)

     The registrar and the trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents, and Verizon Global
Funding may require a holder to pay any taxes and fees required by law or
permitted by the indenture.

     Verizon Global Funding will not be required to register the transfer of, or
exchange, notes under the following conditions:

     o   Verizon Global Funding will not be required to register the transfer
         of, or exchange, any notes during a period beginning at the opening of
         business 15 days before the day of the mailing of a notice of
         redemption of notes selected for redemption and ending at the close of
         business on the day of mailing of the relevant notice of redemption.

     o   Verizon Global Funding will not be required to register the transfer
         of, or exchange, any notes selected for redemption, in whole or in
         part, except the unredeemed portion of any notes being redeemed in
         part.

     (section 305)

     Exchange

                                       25
<PAGE>

     Verizon Global Funding may at any time exchange notes issued as one or more
global notes for an equal principal amount of notes of the same series in
certificated form. In this case Verizon Global Funding will deliver to the
holders new notes in certificated form in the same aggregate principal amount as
the global securities being exchanged. (section 305)

     Notwithstanding the above, Verizon Global Funding will not be required to
exchange any note if, as a result of the exchange, it would or would reasonably
be likely to suffer adverse consequences under any United States law or
regulation. (section 305)

GLOBAL NOTES

     Verizon Global Funding will register the global notes in the name of the
depositary for the global notes or the nominee of the depositary, and the global
notes will be delivered by the trustee to the depositary for credit to the
accounts of the holders of beneficial interests in the notes.

     Neither Verizon Global Funding nor the trustee, any paying agent or the
security registrar will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in a global note or for maintaining, supervising or reviewing any
records relating to these beneficial ownership interests. See "Book-Entry,
Delivery and Form."

DEFEASANCE

     The indenture permits us to discharge or "defease" certain of our
obligations on any series of notes at any time. Provided that we satisfy the
requirements contained in the indenture regarding defeasance, we may defease the
notes of any series by depositing with the trustee sufficient cash or government
securities to pay all sums due on that series. (sections 402-404)

PAYMENTS OF UNCLAIMED MONEYS

     Money deposited with the trustee or any paying agent for the payment of
principal, interest or any premium on any note that remains unclaimed for two
years will be repaid to Verizon Global Funding at its request, unless the law
requires otherwise. If this happens and you want to claim this money, you must
look to Verizon Global Funding and not to the trustee or paying agent. (section
409)

EVENTS OF DEFAULT, NOTICES, AND WAIVER

     Events of default

     An "event of default" regarding the notes of a series is any one of the
following events:

                                       26
<PAGE>

     o   failure to pay interest on a note of a series, including any additional
         interest required to be paid as described below under "Exchange
         Offer--Reason for the Exchange Offer," for 90 days after payment is
         due;

     o   failure to pay principal or any premium on any note of a series when
         due by declaration, when called for redemption or otherwise;

     o   failure to perform, or breach of, any covenant or warranty in the notes
         of a series or in the indenture and applicable to the notes of that
         series or in the board resolutions under which the notes of that series
         are issued by Verizon Global Funding or Verizon Communications for 90
         days after notice to Verizon Global Funding and Verizon Communications
         by the trustee or by holders of at least 25% in principal amount of the
         outstanding notes of that series; and

     o   certain events of bankruptcy, insolvency and reorganization of Verizon
         Global Funding or Verizon Communications.

     (section 501)

     If an event of default applicable to the notes of a series occurs and is
continuing, either the trustee or the holders of at least 25% in principal
amount of the outstanding notes of that series may declare the principal of all
the notes of that series, together with any accrued interest on the notes of
that series, to be immediately due and payable by notice in writing to Verizon
Global Funding and Verizon Communications. If it is the holders of notes who
give notice of that declaration of acceleration to Verizon Global Funding and
Verizon Communications, then they must also give notice to the trustee. (section
502)

     In order for holders of notes of a series to initiate proceedings for a
remedy under the indenture, the holders of 25% in principal amount of the
outstanding notes of that series must first give notice to Verizon Global
Funding and Verizon Communications as provided above, must request that the
trustee initiate a proceeding in its own name and must offer the trustee a
reasonable indemnity against costs and liabilities. If the trustee still refuses
for 60 days to initiate the proceeding, and no inconsistent direction has been
given to the trustee by holders of a majority of the outstanding notes of that
series, the holders may initiate a proceeding as long as they do not adversely
affect the rights of any other holders. (section 507)

     The holders of a majority in principal amount of the outstanding notes of a
series may rescind a declaration of acceleration relating to that series if
Verizon Global Funding or Verizon Communications has paid or deposited with the
trustee a sum sufficient to pay the amounts set forth in the applicable
provisions of the indenture and all events of default relating to that series,
besides the failure to pay principal due solely because of the declaration of
acceleration, have been cured or waived. (section 502)

                                       27
<PAGE>

     If Verizon Global Funding defaults on the payment of any installment of
interest with respect to a series of notes and fails to cure the default within
90 days, or if Verizon Global Funding defaults on the payment of principal with
respect to a series of notes when it becomes due, then the trustee may require
Verizon Global Funding to pay all amounts due to the trustee with respect to
such series, with interest on the overdue principal, interest or any premium
payments, in addition to the expenses of collection. (section 503)

     Notices

     The trustee is required to give notice to holders of the notes of a series
of a default with respect to that series, which remains uncured or has not been
waived, that is known to the trustee, within 90 days after the default has
occurred. In the event of a default described in the third bullet point under
"Events of Default," the trustee shall not give notice to the holders of notes
of that series until at least 60 days after the occurrence of such default. The
trustee may withhold the notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or responsible
officers of the trustee in good faith determine that the withholding of notice
is in the interest of the holders, except that the trustee may not withhold the
notice in the case of a default in the payment of principal, interest or any
premium on any of the notes. (section 602)

     Waiver

     The holders of a majority in principal amount of the outstanding notes of a
series may waive any past default or event of default relating to the series
except a default in the payment of principal, interest or premium on the notes
or a default relating to a covenant or provision that cannot be modified or
amended without the consent of each affected holder. (section 513)

RIGHTS AND DUTIES OF THE TRUSTEE

     The holders of a majority in principal amount of outstanding notes of a
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee with respect to that series or exercising
any trust or other power conferred on the trustee with respect to that series.
The trustee may decline to follow that direction if it would involve the trustee
in personal liability or would be illegal. (section 512) During a default, the
trustee is required to exercise the standard of care and skill that a prudent
man would exercise under the circumstances in the conduct of his own affairs.
(section 601) The trustee is not obligated to exercise any of its rights or
powers under the indenture at the request or direction of any of the holders of
notes unless those holders have offered to the trustee reasonable security or
indemnity. (section 603)

     The trustee is entitled, in the absence of bad faith on its part, to rely
on an officer's certificate of Verizon Global Funding or Verizon Communications
before taking action under the indenture. (section 603)

SUPPLEMENTAL INDENTURES


                                       28
<PAGE>

     Supplemental indentures not requiring consent of holders

     We may, without the consent of any holder of the notes, enter into
supplemental indentures for specified purposes, including to cure any ambiguity
or inconsistency in the indenture or in the notes or make any other provisions
with respect to matters or questions arising under the indenture or the support
agreement, as long as the interests of the holders of the notes are not
adversely affected in any material respect. (section 901)

     Supplemental indentures requiring consent of holders

     With the consent of the holders of more than a majority in principal amount
of the outstanding notes of a series, the indenture permits Verizon Global
Funding, Verizon Communications and the trustee to supplement or modify in any
way the terms of the indenture with respect to that series or the rights of the
holders of the notes of that series. However, without the consent of each holder
of all of the notes affected by that modification, Verizon Global Funding,
Verizon Communications and the trustee may not:

     o   reduce the principal of or premium on or change the stated final
         maturity of any note;

     o   reduce the rate of or change the time for payment of interest on any
         note;

     o   reduce or alter the method of computation of any amount payable upon
         redemption, repayment or purchase of any note by Verizon Global Funding
         (or the time when the redemption, repayment or purchase may be made);

     o   make the principal or interest on any note payable in a currency other
         than that stated in the note or change the place of payment;

     o   impair the right of any holder of notes to sue for payment of the
         principal, interest or premium on a note that would be due and payable
         at the maturity of that note or upon redemption;

     o   modify any provisions of the support agreement except as described
         under "Supplemental indentures not requiring consent of holders" above;
         or

     o   reduce the percentage of principal amount of the outstanding notes of a
         series required to supplement the indenture or to waive any of its
         provisions.

     (section 902)

OPTIONAL REDEMPTION

     The notes of each series will be redeemable as a whole or in part, at the
option of Verizon Global Funding at any time, at a redemption price equal to the
greater of (1) 100% of their principal amount or (2) the sum of the present
values of the remaining scheduled

                                       29
<PAGE>

payments of principal and interest thereon discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 25 basis points for the 6 3/4% Notes, 30 basis
points for the 7 1/4% Notes or 35 basis points for the 7 3/4% Notes, plus, in
each case, accrued and unpaid interest on the principal amount being redeemed to
the redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the series of notes to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such notes.

     "Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five Reference Treasury Dealer Quotations,
the average of all such quotations.

     "Independent Investment Banker" means Chase Securities Inc., J.P. Morgan
Securities Inc. or Morgan Stanley & Co. Incorporated or, if such firms are
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee.

     "Reference Treasury Dealer" means (1) Chase Securities Inc., J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated and their respective
successors, provided, however, that if any of the foregoing ceases to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), Verizon Global Funding will substitute another Primary Treasury Dealer
and (2) any other Primary Treasury Dealer selected by the Independent Investment
Banker after consultation with Verizon Global Funding.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third business day preceding the redemption
date.

     "Treasury Rate" means, with respect to any redemption date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined and
the

                                       30
<PAGE>

Treasury Rate will be interpolated or extrapolated from the yields on a straight
line basis, rounding to the nearest month) or (2) if that release (or any
successor release) is not published during the week preceding the calculation
date or does not contain those yields, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.

     Generally, Verizon Global Funding must send a notice of redemption to the
holders of the series of notes to be redeemed at least 30 days but not more than
60 days prior to the redemption date. (section 1104) If less than all the notes
of a series are being redeemed, the trustee will select the notes to be redeemed
using a method it considers fair. (section 1103) After the redemption date,
holders of redeemed notes will have no rights with respect to the notes except
the right to receive the redemption price and any unpaid interest to the
redemption date. (section 1106)

DESCRIPTION OF THE SUPPORT AGREEMENT

     Under a support agreement, dated as of October 31, 2000, Verizon
Communications has agreed to:

     o   own directly or indirectly all of Verizon Global Funding's voting
         capital stock issued and outstanding at any time;

     o   make sure that Verizon Global Funding maintains at all times a positive
         tangible net worth, as determined in accordance with generally accepted
         accounting principles;

     o   provide Verizon Global Funding with any funds it needs to make any
         timely payment of principal, interest or any premium on the notes, if
         it cannot obtain funds from other sources on commercially reasonable
         terms.

     Verizon Global Funding and Verizon Communications cannot terminate the
support agreement until all of the debt supported by the support agreement
(including the notes) has been paid in full. Verizon Global Funding and Verizon
Communications cannot amend the support agreement in any way that adversely
affects your rights unless you consent in writing.

     If Verizon Global Funding fails or refuses to take timely action to enforce
Verizon Global Funding's rights under the support agreement or if Verizon Global
Funding defaults in the timely payment of principal, interest or any premium,
you have the right to proceed directly against Verizon Communications to enforce
the rights under the support agreement or to obtain payment of the defaulted
principal, interest or premium owed to you. However, in no event will you have
recourse to or against the stock or assets of Verizon Services Corp., Telecom
Corporation of New Zealand Limited or any operating telephone company

                                       31
<PAGE>

which may from time to time be owned directly or indirectly by Verizon
Communications. Except for the exclusion of this stock and assets from recourse,
Verizon Communications' obligations under the support agreement rank equally
with its other unsecured and unsubordinated debt.

     As of March 31, 2001, Verizon Communications' net assets not subject to the
exclusion described in the preceding paragraph had a book value of approximately
$66.7 billion. Verizon Communications is a holding company, and therefore, its
right and the right of its creditors (including the holders of the notes), to
realize upon the assets of any subsidiary of Verizon Communications, whether
following any liquidation or reorganization of that subsidiary, or otherwise, is
subject to prior claims of creditors of each such subsidiary, except to the
extent that claims of Verizon Communications itself as a creditor of a
subsidiary may be recognized.

CONCERNING THE TRUSTEE

     Verizon Global Funding, Verizon Communications and their affiliates
maintain banking relationships in the ordinary course of business with First
Union National Bank, the trustee under the indenture. The trustee is acting as
the exchange agent for the exchange offer. The trustee also serves as trustee or
paying agent for various debt issues by Verizon Global Funding and other
affiliates of Verizon Communications.

                          BOOK-ENTRY, DELIVERY AND FORM

THE GLOBAL NOTES

     The restricted notes are represented by one or more permanent global
certificates in definitive, fully registered form without interest coupons.
Except as described under "Certificated Notes," the exchange notes initially
will be represented by one or more permanent global certificates in definitive,
fully registered form and

     -   will be deposited with, or on behalf of, DTC, and registered in the
         name of Cede & Co., as DTC's nominee, or

     -   will remain in the custody of the trustee pursuant to a FAST Balance
         Certificate Agreement between DTC and the trustee.

DEPOSITARY PROCEDURES

     The descriptions of the operations and procedures of DTC, Euroclear and
Clearstream described below are provided solely as a matter of convenience.
These operations and procedures are solely within the control of these
respective settlement systems and are subject to change by them from time to
time. Neither Verizon Global Funding nor Verizon Communications take any
responsibility for these operations or

                                       32
<PAGE>

procedures, and investors are urged to contact the relevant system or its
participants directly to discuss these matters.

     DTC has advised Verizon Global Funding that it is:

     o   a limited purpose trust company organized under the laws of the State
         of New York;

     o   a "banking organization" within the meaning of the New York Banking
         Law;

     o   a member of the Federal Reserve System;

     o   a "clearing corporation" within the meaning of the Uniform Commercial
         Code, as amended; and

     o   a "clearing agency" registered under Section 17A of the Securities
         Exchange Act of 1934.

     DTC has advised Verizon Global Funding that it was created to hold
securities for its participants and to facilitate the clearance and settlement
of securities transactions between its participants through electronic
book-entry changes to the accounts of its participants, which eliminates the
need for physical transfer and delivery of certificates. DTC's participants
include securities brokers and dealers, banks and trust companies, clearing
corporations and certain other organizations. Indirect access to DTC's system is
also available to other entities such as banks, brokers, dealers and trust
companies; these indirect participants clear through or maintain a custodial
relationship with a participant in DTC, either directly or indirectly. Investors
who are not DTC participants may beneficially own securities held by or on
behalf of DTC only through participants or indirect participants in DTC.

     DTC has also advised Verizon Global Funding that pursuant to procedures
established by DTC:

     o   upon deposit of each global note representing exchange notes, DTC will
         credit the accounts of participants in DTC with an interest in such
         global note; and

     o   ownership of the exchange notes will be shown on, and the transfer of
         ownership of the exchange notes will be effected only through, records
         maintained by DTC, with respect to the interests of participants in
         DTC, and the records of participants and indirect participants in DTC,
         with respect to the interests of persons other than participants in
         DTC.

     The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of the securities in definitive form.
Accordingly, the ability to transfer

                                       33
<PAGE>

interests in the exchange notes represented by a global note to these persons
may be limited. In addition, because DTC can act only on behalf of its
participants, who in turn act on behalf of persons who hold interests through
participants, the ability of a person having an interest in exchange notes
represented by a global note to pledge or transfer that interest to persons or
entities that do not participate in DTC's system, or to otherwise take actions
in respect of that interest, may be affected by the lack of a physical
definitive security in respect of the interest.

     So long as DTC or its nominee is the registered owner of a global note, DTC
or the nominee, as the case may be, will be considered the sole owner or holder
of the notes represented by the global note for all purposes under the
indenture. Except as provided below, owners of beneficial interests in a global
note:

     o   will not be entitled to have exchange notes represented by the global
         note registered in their names;

     o   will not receive or be entitled to receive physical delivery of
         certificated exchange notes; and

     o   will not be considered the owners or holders of exchange notes under
         the indenture for any purpose, including with respect to the giving of
         any direction, instruction or approval to the trustee under the
         indenture.

     Accordingly, each holder owning a beneficial interest in a global note must
rely on the procedures of DTC and, if the holder is not a participant or an
indirect participant in DTC, on the procedures of the DTC participant through
which the holder owns its interest, to exercise any rights of a holder of
exchange notes under the indenture or the global note. Verizon Global Funding
understands that under existing industry practice, if it requests any action of
holders of exchange notes, or a holder that is an owner of a beneficial interest
in a global note desires to take any action that DTC, as the holder of the
global note, is entitled to take, then DTC would authorize its participants to
take the action and the participants would authorize holders owning through
participants to take the action or would otherwise act upon the instruction of
such holders. Neither Verizon Global Funding nor the trustee will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, exchange notes by DTC, or for maintaining,
supervising or reviewing any records of DTC relating to the exchange notes.

     Payments with respect to the principal of, and premium, if any, additional
interest, if any, and interest on, any exchange notes represented by a global
note registered in the name of DTC or its nominee on the applicable record date
will be payable by the trustee to or at the direction of DTC or its nominee in
its capacity as the registered holder of the global note representing those
exchange notes under the indenture. Under the terms of the indenture, Verizon
Global Funding and the trustee may treat the persons in whose names the exchange
notes, including the global notes, are registered as the owners of the exchange
notes for the purpose of receiving payment on the exchange notes and for any and
all other purposes whatsoever. Accordingly, none of Verizon Global Funding,
Verizon

                                       34
<PAGE>

Communications nor the trustee has or will have any responsibility or liability
for any aspect of DTC's records or any records of any participant or indirect
participant in DTC relating to, or payments (including principal, premium, if
any, additional interest, if any, and interest) made on account of, any
beneficial interest in a global note of any series, or for maintaining,
supervising or reviewing any of DTC's records or the records of any participant
or indirect participant in DTC relating to the ownership of any such beneficial
interest. Payments by the participants and the indirect participants in DTC to
the owners of beneficial interests in a global note will be governed by standing
instructions and customary industry practice and will be the responsibility of
the participants or the indirect participants and DTC.

     Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or Clearstream will be effected in the ordinary way in
accordance with their respective rules and operating procedures.

     Subject to compliance with any transfer restrictions that may be applicable
to any of the notes, cross-market transfers between the participants in DTC, on
the one hand, and Euroclear or Clearstream participants, on the other hand, will
be effected through DTC in accordance with DTC's rules on behalf of Euroclear or
Clearstream, as the case may be, by its respective depositary. These
cross-market transactions, however, will require delivery of instructions to
Euroclear or Clearstream, as the case may be, by the counterparty in that system
in accordance with the rules and procedures and within the established
deadlines, Brussels time, of that system. If the transaction meets its
settlement requirements, Euroclear or Clearstream, as the case may be, will
deliver instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the relevant
global notes in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Euroclear
participants and Clearstream participants may not deliver instructions directly
to the depositaries for Euroclear or Clearstream.

     Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a global note from a
participant in DTC will be credited, and any crediting will be reported to the
relevant Euroclear or Clearstream participant, during the securities settlement
processing day, which must be a business day for Euroclear and Clearstream,
immediately following the settlement date of DTC. Cash received in Euroclear or
Clearstream as a result of sales of interest in a global note by or through a
Euroclear or Clearstream participant to a participant in DTC will be received
with value on the settlement date of DTC but will be available in the relevant
Euroclear or Clearstream cash account only as of the business day for Euroclear
or Clearstream following DTC's settlement date.

     Although DTC, Euroclear and Clearstream have agreed to the above procedures
to facilitate transfers of interests in the global notes among participants in
DTC, Euroclear and Clearstream, they are under no obligation to perform or to
continue to perform the procedures, and the procedures may be discontinued at
any time. None of Verizon Global

                                       35
<PAGE>

Funding, Verizon Communications nor the trustee will have any responsibility for
the performance by DTC, Euroclear or Clearstream or their respective
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations.

     Certificated Notes

     If:

     o   DTC notifies Verizon Global Funding that it is at any time unwilling or
         unable to continue as a depositary or DTC ceases to be registered as a
         clearing agency under the Securities Exchange Act of 1934 and a
         successor depositary is not appointed within 90 days; or

     o   Verizon Global Funding executes and delivers to the trustee a company
         order to the effect that the global notes will be exchangeable,

the global notes will be exchangeable for notes in certificated form with the
same terms and of an equal aggregate principal amount with respect to each
series, in increments of $1,000. The certificated notes will be registered in
such names as DTC instructs the trustee. Verizon Global Funding expects that
instructions may be based upon directions received by DTC from participants with
respect to ownership of beneficial interests in global notes. Upon the issuance
of certificated notes, the trustee is required to register the certificated
notes in the names instructed by DTC and cause the certificated notes to be
delivered to the registered holders.

     None of Verizon Global Funding, Verizon Communications nor the trustee will
be liable for any delay by DTC or any participant or indirect participant in DTC
in identifying the beneficial owners of the related notes, and each of those
persons may conclusively rely on, and will be protected in relying on,
instructions from DTC for all purposes, including with respect to the
registration and delivery, and the respective principal amounts, of the notes to
be issued.

                      U.S. FEDERAL INCOME TAX CONSEQUENCES

         The following is a summary of certain U.S. federal income tax
consequences of the acquisition, ownership and disposition of exchange notes as
of the date hereof. Except where noted, this summary deals only with exchange
notes that are acquired in connection with this exchange offer and held as
capital assets and does not deal with special situations. In addition, it does
not represent a detailed description of the U.S. federal income tax consequences
applicable to you if you are subject to special treatment under the U.S. federal
income tax laws, including if you are one of the following:

                                       36
<PAGE>

         o        a dealer in securities or currencies,

         o        a financial institution,

         o        an insurance company,

         o        a tax exempt organization,

         o        a person holding the exchange notes as part of a hedging,
                  integrated or conversion transaction, constructive sale or
                  straddle,

         o        a trader in securities that has elected the mark-to-market
                  method of accounting for your securities,

         o        a person liable for alternative minimum tax,

         o        or a U.S. person whose "functional currency" is not the U.S.
                  dollar.

         If a partnership holds the exchange notes, the tax treatment of a
partner will generally depend upon the status of the partner and the activities
of the partnership. If you are a partner of a partnership holding the exchange
notes, you should consult your tax advisors.

         The discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended, and regulations, rulings and judicial
decisions as of the date of this prospectus. Those authorities may be changed,
perhaps retroactively, so as to result in U.S. federal income tax consequences
different from those discussed below.

         IF YOU ARE CONSIDERING THE ACQUISITION OF EXCHANGE NOTES, YOU SHOULD
CONSULT YOUR OWN TAX ADVISORS CONCERNING THE FEDERAL INCOME TAX CONSEQUENCES TO
YOU AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION
 .

CONSEQUENCES OF THE EXCHANGE

         The exchange of restricted notes for exchange notes pursuant to the
exchange offer will not constitute a taxable event to holders. Consequently, no
gain or loss will be recognized by a holder upon receipt of an exchange note,
the holding period of the exchange note will include the holding period of the
restricted note and the basis of the exchange note will be the same as the basis
of the restricted note immediately before the exchange.

                                       37
<PAGE>

         IN ANY EVENT, PERSONS CONSIDERING THE EXCHANGE OF RESTRICTED NOTES FOR
EXCHANGE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR SITUATIONS
AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING
JURISDICTION.


CONSEQUENCES TO U.S. HOLDERS

         The following is a summary of certain U.S. federal tax consequences
that will apply to you if you are a U.S. holder of exchange notes.

         Certain consequences to "non-U.S. holders" of exchange notes, who are
beneficial owners of exchange notes and who are not U.S. holders, are described
under "Consequences to Non-U.S. Holders" below.

         "U.S. holder"  means a beneficial owner of an exchange note that is:

         o        a citizen or resident of the United States,

         o        a corporation or partnership created or organized in or under
                  the laws of the United States or any political subdivision of
                  the U.S.,

         o        an estate the income of which is subject to U.S. federal
                  income taxation regardless of its source, or

         o        a trust that (1) is subject to the supervision of a court
                  within the United States and the control of one or more U.S.
                  persons or (2) has a valid election in effect under applicable
                  U.S. Treasury regulations to be treated as a U.S. person.

Payments of Interest

         Except as set forth below, interest on an exchange note will generally
be taxable to you as ordinary income from domestic sources at the time it is
paid or accrued in accordance with your method of accounting for tax purposes.

Amortizable Bond Premium

         If you purchased a restricted note for an amount in excess of the sum
of all amounts payable on the note after the purchase date other than stated
interest, you will be considered to have purchased the note at a "premium". You
generally may elect to amortize the premium over the remaining term of the
exchange note on a constant yield method as an offset to interest when
includible in income under your regular accounting method. If you do not elect
to amortize bond premium, that premium will decrease the gain or increase the
loss you would otherwise recognize on disposition of the exchange note. Your
election to amortize premium on a constant yield method will also apply to all
debt obligations held or subsequently acquired by you on or after the first day
of the first taxable year to which the election applies. You may not revoke the
election without the consent of the Internal Revenue Service. You should consult
your own tax advisor before making this election.

                                       38
<PAGE>

Market Discount

         If you purchased a restricted note for an amount that is less than its
stated redemption price at maturity, the amount will be treated as "market
discount" for U.S. federal income tax purposes, unless that difference is less
than a specified de minimis amount. Under the market discount rules, you will be
required to treat any payment, other than stated interest, on, or any gain on
the sale, exchange, retirement or other disposition of an exchange note as
ordinary income to the extent of the market discount that you have not
previously included in income and are treated as having accrued on the exchange
note at the time of its payment or disposition. In addition, you may be required
to defer, until the maturity of the exchange note or its earlier disposition in
a taxable transaction, the deduction of all or a portion of the interest expense
on any indebtedness attributable to the exchange note.

         Any market discount will be considered to accrue ratably during the
period from the date of acquisition to the maturity date of the exchange note,
unless you elect to accrue on a constant yield interest method. You may elect to
include market discount in income currently as it accrues, on either a ratable
or constant yield interest method, in which case the rule described above
regarding deferral of interest deductions will not apply. Your election to
include market discount in income currently, once made, applies to all market
discount obligations acquired by you on or after the first taxable year to which
your election applies and may not be revoked without the consent of the Internal
Revenue Service. You should consult your own tax advisor before making this
election.


Sale, Exchange and Retirement of Exchange Notes

         Upon the sale, exchange, retirement or other disposition of an exchange
note, you will recognize gain or loss equal to the difference between the amount
you realize upon the sale, exchange, retirement or other disposition (less an
amount equal to any accrued stated interest that you did not previously include
in income, which will be taxable as such) and the adjusted tax basis of the
exchange note. Except as described above with respect to market discount, that
gain or loss will be capital gain or loss. Capital gains of individuals derived
in respect of capital assets held for more than one year are eligible for
reduced rates of taxation. The deductibility of capital losses is subject to
limitations.

CONSEQUENCES TO NON-U.S. HOLDERS

         The following is a summary of certain U.S. federal income tax
consequences that will apply to you if you are a non-U.S. holder of exchange
notes. This summary does not represent a detailed description of the federal
income tax consequences to you in light of your particular circumstances. In
addition, it does not deal with non-U.S. holders that are subject to special
treatment under the U.S. federal income tax laws (including if you are a
controlled foreign corporation, passive foreign investment company or foreign
personal holding company or a corporation that accumulates earnings to avoid
federal income tax or in certain circumstances, a U.S. expatriate).

                                       39
<PAGE>

U.S. Federal Withholding Tax

         The 30% U.S. federal withholding tax will not apply to any payment of
principal or interest on the exchange notes provided that:

         o        you do not actually, or constructively, own 10% or more of the
                  total combined voting power of all classes of our voting stock
                  within the meaning of the Internal Revenue Code and applicable
                  U.S. Treasury regulations,

         o        you are not a controlled foreign corporation that is related
                  to us through stock ownership,

         o        you are not a bank whose receipt of interest on the exchange
                  notes is described in section 881(c)(3)(A) of the Internal
                  Revenue Code, and,

         o        (a) you provide your name and address on an Internal Revenue
                  Service Form W-8BEN (or other applicable form), and certify,
                  under penalty of perjury, that you are not a U.S. person or
                  (b) you hold the exchange notes through certain foreign
                  intermediaries or certain foreign partnerships, and you
                  satisfy the certification requirements of applicable U.S.
                  Treasury regulations. Special certification rules apply to
                  certain non-U.S. holders that are entities rather than
                  individuals.

         If you cannot satisfy the requirements described above, payments of
interest made to you will be subject to the 30% U.S. federal withholding tax,
unless you provide us with a properly executed (1) Internal Revenue Service Form
W-8BEN (or other applicable form) claiming an exemption from, or reduction in,
withholding under the benefit of an applicable tax treaty or (2) Internal
Revenue Service Form W-8ECI (or successor form) stating that interest paid on an
exchange note is not subject to withholding tax because it is effectively
connected with your conduct of a trade or business in the United States.

         The 30% U.S. federal withholding tax will not generally apply to any
gain that you realize on the sale, exchange, retirement or other disposition of
the exchange notes.

U.S. Federal Estate Tax

         Your estate will not be subject to U.S. federal estate tax on exchange
notes beneficially owned by you at the time of your death, provided that you are
not a U.S. citizen or resident (as specially defined for U.S. federal estate tax
purposes) and (1) you do not own 10% or more of the total combined voting power
of all classes of our voting stock (within the meaning of the Internal Revenue
Code and the U.S. Treasury regulations) and (2) interest on the exchange note
would not have been, if received at the time of your death, effectively
connected with the conduct by you of a trade or business in the United States.

U.S. Federal Income Tax

         If you are engaged in a trade or business in the United States and
interest on the exchange notes is effectively connected with the conduct of that
trade or business, you will be subject to U.S. federal income tax on that
interest on a net income basis in the same manner as if you were a U.S. person
as defined under the Internal Revenue Code, although that interest income will
be exempt from the 30% U.S. federal withholding tax. In addition, if you are a
foreign corporation, you may be subject to a branch profits tax equal to 30% (or
lower applicable treaty rate) of your earnings and profits for the taxable year,
subject to certain adjustments.

                                       40
<PAGE>

         Any gain realized on the disposition of an exchange note generally will
not be subject to U.S. federal income tax unless

         o        the gain is effectively connected with the conduct of a trade
                  or business in the United States by you, or

         o        you are an individual who is present in the United States for
                  183 days or more in the taxable year of that disposition, and
                  other conditions are met.

INFORMATION REPORTING AND BACKUP WITHHOLDING

U.S. Holders

         In general, information reporting requirements will apply to certain
payments of principal, interest and premium paid on exchange notes and to the
proceeds of sale of an exchange note made to you, unless you are an exempt
recipient, such as a corporation. A backup withholding tax will apply to those
payments if you fail to provide a taxpayer identification number, a
certification of exempt status, or fail to report in full dividend and interest
income.

Non-U.S. Holders

         In general, you will not be subject to backup withholding and
information reporting with respect to payments that we make to you provided that
we do not have actual knowledge that you are a U.S. person and we have received
from you the statement described above under "Consequences to Non-U.S.
Holders-U.S. Federal Withholding Tax."

         In addition, you will not be subject to backup withholding or
information reporting with respect to the proceeds of the sale of an exchange
note within the United States or conducted through U.S.-related financial
intermediaries, if the payor receives the statement described above and does not
have actual knowledge that you are a U.S. person, as defined under the Internal
Revenue Code, or you otherwise establish an exemption.

         Any amounts withheld under the backup withholding rules will be allowed
as a refund or a credit against your U.S. federal income tax liability provided
the required information is furnished to the Internal Revenue Service.

                                       41
<PAGE>

                              PLAN OF DISTRIBUTION


     Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange notes or market-making
activities or other trading activities. The Company has agreed that, for a
period of 90 days after the Expiration Date, it will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.


     The Company will not receive any proceeds from any sale of exchange notes
by broker-dealers. Exchange notes received by broker-dealers for their own
account pursuant to the exchange offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the exchange notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer or the purchasers of any such exchange notes. Any
broker-dealer that resells exchange notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such exchange notes may be deemed to be an
"underwriter" within the meaning of the Securities Act, and any profit on any
such resale of exchange notes and any commission or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

     For a period of 90 days after the Expiration Date, the Company will
promptly send additional copies of this prospectus, and any amendment or
supplement to this prospectus, to any broker-dealer that requests such documents
in the Letter of Transmittal.

     The Company has agreed to pay all expenses incident to the exchange offer,
including the expense of one counsel for the holders of the restricted notes,
other than commissions or concessions of any broker-dealers and will indemnify
the holders of the restricted notes, including any broker-dealers, against
certain liabilities, including liabilities under the Securities Act.

                                       42
<PAGE>

                                  LEGAL MATTERS

     The validity of the notes as supported by the support agreement have been
passed upon for Verizon Global Funding and Verizon Communications by William P.
Barr, Executive Vice President and General Counsel of Verizon Communications. As
of April 30, 2001, Mr. Barr beneficially owned approximately 11,825 shares of
Verizon Communications common stock and had options to purchase an aggregate of
994,800 shares of Verizon Communications common stock.

                                     EXPERTS

     The consolidated financial statements and financial statement schedule of
Verizon Communications Inc. as of December 31, 2000 and for the year then ended,
included in Verizon Communications' Annual Report on Form 10-K filed on March
23, 2001, and incorporated by reference in this prospectus, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report which is
also included therein and incorporated by reference herein. Such consolidated
financial statements are incorporated by reference herein in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

     The consolidated financial statements and financial statement schedule of
Verizon Communications Inc. as of December 31, 1999 and for the two years in the
period ended December 31, 1999, included in Verizon Communications' Annual
Report on Form 10-K filed on March 23, 2001, and incorporated by reference in
this prospectus, have been audited by PricewaterhouseCoopers LLP, independent
accountants, other than the financial statements of GTE Corporation (a wholly
owned subsidiary of Verizon Communications) which were audited by Arthur
Andersen LLP, independent public accountants, as set forth in their reports
which are also included therein and incorporated by reference herein. Such
consolidated financial statements are incorporated by reference herein in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.










                                       43
<PAGE>

                           $5,000,000,000 OF NOTES OF
                          VERIZON GLOBAL FUNDING CORP.

              SUPPORTED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY

                           VERIZON COMMUNICATIONS INC.

                                OFFER TO EXCHANGE

    $1,000,000,000 6 3/4% NOTES DUE 2005 THAT HAVE BEEN REGISTERED UNDER THE
        SECURITIES ACT FOR ANY AND ALL OUTSTANDING 6 3/4% NOTES DUE 2005

    $2,000,000,000 7 1/4% NOTES DUE 2010 THAT HAVE BEEN REGISTERED UNDER THE
        SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 1/4% NOTES DUE 2010

    $2,000,000,000 7 3/4% NOTES DUE 2030 THAT HAVE BEEN REGISTERED UNDER THE
        SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 3/4% NOTES DUE 2030

                                     [LOGO]

                              ---------------------

                                   PROSPECTUS

                              ---------------------

                                 AUGUST 9, 2001



<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reason to believe that such person's conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by them in connection with the
defense or settlement of an action or suit if they acted in good faith and in a
manner that they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such adjudication
of liability.

     Article 7 of the Verizon Communications Restated Certificate of
Incorporation, and Article 8 of the Verizon Global Funding Restated Certificate
of Incorporation, makes mandatory the indemnification expressly authorized under
the DGCL, except that the Verizon Communications Restated Certificate of
Incorporation only provides for indemnification in derivative actions, suits or
proceedings initiated by a director or officer if the initiation of such action,
suit or proceeding was authorized by the Board of Directors.

     Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan of
Merger dated as of April 21, 1996 by and between NYNEX Corporation ("NYNEX") and
Bell Atlantic Corporation ("Bell Atlantic"), Bell Atlantic agreed for a period
of six years following the effective time of the merger to (a) cause NYNEX to
maintain in effect the provisions regarding indemnification of officers and
directors contained in the NYNEX Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of NYNEX and its
subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect
current policies of directors' and officers' liability insurance and fiduciary
liability insurance with respect to claims arising prior to the effective time
of the merger, and (c) indemnify, and cause NYNEX to indemnify, the directors
and officers of Bell Atlantic and NYNEX, respectively, to the fullest extent
permitted under their respective certificates of incorporation and bylaws and
applicable law. In addition, Bell Atlantic agreed to unconditionally and
irrevocably guarantee for the benefit of such directors, officers and employees
the obligations of NYNEX under its indemnification arrangements.

     Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan of
Merger dated as of July 27, 1998, by and among GTE Corporation ("GTE"), Bell
Atlantic, and a wholly


                                      II-1
<PAGE>

owned subsidiary of Bell Atlantic, Bell Atlantic agreed for a period of six
years following the effective time of the merger to (a) cause GTE to maintain in
effect the provisions regarding indemnification of officers and directors
contained in the GTE charter and bylaws and the charters and bylaws of each of
its subsidiaries or in director, officer or employee indemnification agreements
of GTE and its subsidiaries, (b) maintain in effect and cause GTE to maintain in
effect current policies of directors' and officers' liability insurance and
fiduciary liability insurance with respect to claims arising prior to the
Effective Time, and (c) indemnify, and cause GTE to indemnify, the directors and
officers of Bell Atlantic and GTE, respectively, to the fullest extent permitted
under their respective charters and bylaws and applicable law. In addition, Bell
Atlantic agreed to unconditionally and irrevocably guarantee for the benefit of
such directors, officers and employees the obligations of GTE under its
indemnification arrangements.

     Verizon Communications has succeeded to the obligations of Bell Atlantic
described in the two immediately preceding paragraphs.

     The Certificate of Incorporation of each of Verizon Communications and
Verizon Global Funding limits the personal liability of directors to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the Delaware General
Corporation Law.

     The directors and officers of Verizon Communications and Verizon Global
Funding are insured against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by Verizon.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     See Exhibit Index on Page E-1

ITEM 22. UNDERTAKINGS

     The undersigned registrants hereby undertake:

     (a) to respond to requests for information that is incorporated by
         reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of
         this form, within one business day of receipt of such request, and to
         send the incorporated documents by first class mail or other equally
         prompt means. This includes information contained in documents filed
         subsequent to the effective date of the registration statement through
         the date of responding to the request;

     (b) to supply by means of a post-effective amendment all information
         concerning a transaction, and the company being acquired involved
         therein, that was not the subject of and included in the registration
         statement when it became effective; and

     (c) that, for purposes of determining any liability under the Securities
         Act of 1933, each filing of the registrant's annual report pursuant to
         Section 13(a) or 15(d) of

                                      II-2
<PAGE>

         the Securities Exchange Act of 1934 that is incorporated by reference
         in the registration statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.











                                      II-3
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, Verizon
Communications Inc. has duly caused this Amendment No. 1 to the Registration
Statement on Form S-4 (333-64792) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
7th day August, 2001.


                                        VERIZON COMMUNICATIONS INC.

                                        By: /s/ Frederic V. Salerno
                                            -----------------------
                                            (Senior Executive Vice President and
                                            Chief Financial Officer/Strategy and
                                            Business Development)


Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement on Form S-4 (333-64792) has been
signed by the following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

             SIGNATURE                              TITLE                                DATE
<S>                                     <C>                                     <C>

                 *
------------------------------------               Director                          August 7, 2001
          James R. Barker

                 *
------------------------------------               Director                          August 7, 2001
           Edward H. Budd

                 *
------------------------------------               Director                          August 7, 2001
         Richard L. Carrion

                 *
------------------------------------               Director                          August 7, 2001
         Robert F. Daniell

                 *
------------------------------------               Director                          August 7, 2001
          Helene L. Kaplan

                 *
------------------------------------   Director, Chairman and Co-Chief               August 7, 2001
           Charles R. Lee              Executive Officer (co-principal
                                              executive officer)

                 *
------------------------------------               Director                          August 7, 2001
          Sandra O. Moose

                 *
------------------------------------               Director                          August 7, 2001
          Joseph Neubauer

                 *
------------------------------------               Director                          August 7, 2001
         Thomas H. O'Brien

                 *
------------------------------------               Director                          August 7, 2001
         Russell E. Palmer

                 *
------------------------------------               Director                          August 7, 2001
           Hugh B. Price



                                      II-4
<PAGE>


                 *
------------------------------------   Director, President and Co-Chief              August 7, 2001
         Ivan G. Seidenberg            Executive Officer (co-principal
                                              executive officer)

                 *
------------------------------------               Director                          August 7, 2001
         Walter V. Shipley

                 *
------------------------------------               Director                          August 7, 2001
            John W. Snow

                 *
------------------------------------               Director                          August 7, 2001
          John R. Stafford

                 *
------------------------------------               Director                          August 7, 2001
          Robert D. Storey

                 *                        Senior Vice President and
------------------------------------   Controller (principal accounting              August 7, 2001
        Lawrence R. Whitman                        officer)


</TABLE>


*  By /s/ Frederic V. Salerno
      -----------------------
      Individually and as attorney-in-fact
      (principal financial officer)


                                      II-5
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, Verizon
Global Funding Corp. has duly caused this Amendment No. 1 to the Registration
Statement on Form S-4 (333-64792) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilmington, State of Delaware, on the
7th day of August, 2001.


                                             VERIZON GLOBAL FUNDING CORP.

                                             By: /s/ Janet M. Garrity
                                                 --------------------
                                                 Janet M. Garrity
                                                 (President and Treasurer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement on Form S-4 (333-64792) has been
signed by the following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
             SIGNATURE                              TITLE                                DATE
<S>                                    <C>                                         <C>

                 *                         Chief Financial Officer                   August 7, 2001
------------------------------------  (principal financial officer and
         Robert S. Fitzmire             principal accounting officer)

                                      Director, President and Treasurer              August 7, 2001
                 *                      (principal executive officer)
------------------------------------
          Janet M. Garrity

                 *
------------------------------------               Director                          August 7, 2001
        William F. Heitmann


                 *
------------------------------------               Director                          August 7, 2001
         David S. Kauffman

</TABLE>




*  By /s/ Janet M. Garrity
      --------------------
      Janet M. Garrity
      Individually and as attorney-in-fact


                                      II-6

<PAGE>

EXHIBIT
  NO.            DESCRIPTION
--------         ------------------------------------------------------------

  3.1            Certificate of Incorporation of Verizon Global Funding Corp.*


  3.2            Certificate of Incorporation of Verizon Communications Inc., as
                 amended (previously filed as an Exhibit to Verizon
                 Communication Inc.'s Annual Report on Form 10-K for the year
                 ended December 31, 2000)*

  3.3            By-laws of Verizon Global Funding Corp.*

  3.4            By-laws of Verizon Communications Inc. (previously filed as an
                 Exhibit to Verizon Communication Inc.'s Annual Report on Form
                 10-K for the year ended December 31, 2000)*


  4.1            Indenture among Verizon Global Funding Corp., Verizon
                 Communications Inc. and First Union National Bank, as Trustee,
                 dated as of December 1, 2000*

  4.2            Form of 6 3/4% Notes*

  4.3            Form of 7 1/4% Notes*

  4.4            Form of 7 3/4% Notes*

  4.5            Exchange and Registration Rights Agreement, dated December 12,
                 2000 by and among Verizon Global Funding Corp., Verizon
                 Communications Inc., Chase Securities Inc., J.P. Morgan & Co.,
                 Morgan Stanley Dean Witter, M.R. Beal & Co., Bear, Stearns &
                 Co. Inc., Credit Suisse First Boston, Deutsche Banc Alex.
                 Brown, UBS Warburg LLC and Utendahl Capital Partners, L.P.*

  4.6            Exchange and Registration Rights Agreement, dated February 7,
                 2001 by and among Verizon Global Funding Corp., Verizon
                 Communications Inc., J.P. Morgan & Co. and Morgan Stanley Dean
                 Witter*

  5              Opinion and Consent of William P. Barr, Esq.*

  12             Statement of Verizon Communications Inc. Consolidated
                 Computation of Ratio of Earnings to Fixed Charges (previously
                 filed as an Exhibit to Verizon Communication Inc.'s Annual
                 Report on Form 10-K for the year ended December 31, 2000 and



<PAGE>


                 as an Exhibit to Verizon Communication Inc.'s Current Report on
                 Form 8-K dated July 31, 2001)*

  23.1           Consent of Ernst & Young LLP (filed herewith)

  23.2           Consent of PricewaterhouseCoopers LLP (filed herewith)

  23.3           Consent of Arthur Andersen LLP (filed herewith)

  23.4           Consent of William P. Barr, Esq. (contained in opinion filed as
                 Exhibit 5)

  24.1           Powers of Attorney of Verizon Global Funding Corp.*

  24.2           Powers of Attorney of Verizon Communications Inc.*

  25             Statement of Eligibility of Trustee on Form T-1*

  99.1           Form of Letter of Transmittal (filed herewith)

  99.2           Form of Notice of Guaranteed Delivery (filed herewith)

*        Previously filed.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement on Form S-4 and related Prospectus of
Verizon Global Funding Corp. for the registration of $1,000,000,000 6 3/4% notes
due 2005, $2,000,000,000 7 1/4% notes due 2010 and $2,000,000,000 7 3/4% notes
due 2030, and to the incorporation by reference therein of our report dated
February 1, 2001, with respect to the consolidated financial statements and
financial statement schedule of Verizon Communications Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the
Securities and Exchange Commission.


/s/ Ernst & Young LLP
New York, New York

August 7, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of Verizon Global Funding Corp. (a wholly-owned
subsidiary of Verizon Communications Inc.) on Form S-4 of our report dated
February 14, 2000, except as to the pooling-of-interests with GTE Corporation,
which is as of June 30, 2000, on our audits of the consolidated financial
statements and financial statement schedule of Verizon Communications Inc. and
its subsidiaries as of December 31, 1999 and for each of the two years in the
period ended December 31, 1999, which appears in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000. We also consent to the reference
to us under the heading "Experts" in such registration statement.


/s/ PricewaterhouseCoopers LLP
New York, New York

August 7, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.3


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to the Registration Statement on Form S-4 by
Verizon Global Funding Corp. (a wholly owned subsidiary of Verizon
Communications Inc.) of our report dated June 30, 2000, on GTE Corporation as of
December 31, 1999, and for each of the two years in the period ended December
31, 1999, and to all references to our Firm included in this registration
statement.


/s/ Arthur Andersen LLP
Dallas, Texas

August 7, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.1


                              LETTER OF TRANSMITTAL
                                 WITH RESPECT TO

                          VERIZON GLOBAL FUNDING CORP.

                           VERIZON COMMUNICATIONS INC.

                                OFFER TO EXCHANGE


    $1,000,000,000 6 3/4% NOTES DUE 2005 THAT HAVE BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933 (THE "SECURITIES ACT") FOR ANY AND ALL
             OUTSTANDING 6 3/4% NOTES DUE 2005 - CUSIP #92344GAA4

    $2,000,000,000 7 1/4% NOTES DUE 2010 THAT HAVE BEEN REGISTERED UNDER THE
        SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 1/4% NOTES DUE 2010
                               - CUSIP #92344GAB2

    $2,000,000,000 7 3/4% NOTES DUE 2030 THAT HAVE BEEN REGISTERED UNDER THE
        SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 3/4% NOTES DUE 2030
                               - CUSIP #92344G1C0


       THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
      NEW YORK CITY TIME, ON SEPTEMBER 6, 2001 UNLESS THE OFFER IS EXTENDED.

                            FIRST UNION NATIONAL BANK
                             (the "Exchange Agent")

      BY REGISTERED OR CERTIFIED MAIL, OVERNIGHT DELIVERY OR HAND DELIVERY

                            First Union National Bank
                    Corporate Trust Reorganization Department
                         1525 West W.T. Harris Boulevard
                      Charlotte, North Carolina 28288-1153
                             Attention: Marsha Rice

                                  BY FACSIMILE
                                 (704) 590-7628

                    INFORMATION OR CONFIRMATION BY TELEPHONE
                                 (704) 590-7413

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE NUMBER
OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE METHOD
OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE
HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING
THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS LETTER OF
TRANSMITTAL.

     The undersigned acknowledges that he or she has received the prospectus,
dated August 9, 2001 (the "Prospectus"), of Verizon Global Funding Corp. (the
"Company") and Verizon Communications Inc. ("Verizon Communications") and this
Letter of Transmittal and the


<PAGE>

instructions hereto (the "Letter of Transmittal"), which together constitute the
Company's offer (the "Exchange Offer") to exchange, upon the terms and subject
to the conditions set forth in the Prospectus:

o    $1,000,000,000 6 3/4% Notes due 2005 that have been registered under the
     Securities Act for any and all outstanding 6 3/4% Notes due 2005
o    $2,000,000,000 7 1/4% Notes due 2010 that have been registered under the
     Securities Act for any and all outstanding 7 1/4% Notes due 2010
o    $2,000,000,000 7 3/4% Notes due 2030 that have been registered under the
     Securities Act for any and all outstanding 7 3/4% Notes due 2030

     The new notes, which are referred to as the "exchange notes," will be
freely transferable. The outstanding notes, which are referred to as the
"restricted notes," have certain transfer restrictions.

     Capitalized terms used but not defined in this Letter of Transmittal have
the respective meanings given to them in the Prospectus.


     The term "Expiration Date" shall mean 5:00 p.m. New York City time on
September 6, 2001, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term shall mean the latest date and time to
which the Exchange Offer is extended by the Company.


     This Letter of Transmittal is to be used if either (1) certificates
representing restricted notes are to be physically delivered to the Exchange
Agent herewith by Holders (as defined below), (2) tenders of restricted notes
are to be made pursuant to the procedures for tender by book-entry transfer set
forth in "Exchange Offer--Book-Entry Transfer" or (3) tender of restricted notes
is to be made by Holders according to the guaranteed delivery procedures set
forth in the Prospectus under "Exchange Offer--Guaranteed Delivery Procedures."
Certificates, or timely confirmation of a book-entry transfer of restricted
notes into the Exchange Agent's account at DTC, as well as this Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its address set
forth herein on or prior to the Expiration Date.

              DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S
         PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

     The term "Holder" as used herein means any person in whose name restricted
notes are registered on the books of the Company or any other person who has
obtained a properly completed bond power from the registered holder.

     All Holders of restricted notes who wish to tender their restricted notes
must, prior to the Expiration Date either: (a) complete, sign and deliver this
Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person
or to the address or facsimile number set forth above and tender (and not
withdraw) his, her or its restricted notes or, (b) if a tender of restricted
notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at DTC, confirm such book-entry transfer, including the delivery
of an Agent's Message (a "Book-Entry Confirmation"), in each case in accordance
with the procedures for tendering described in the Instructions to this Letter
of Transmittal. Holders of restricted notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
Book-Entry

                                       2
<PAGE>

Confirmation and all other documents required by this Letter of Transmittal to
be delivered to the Exchange Agent on or prior to the Expiration Date, must
tender their restricted notes according to the guaranteed delivery procedures
set forth under the caption "Exchange Offer--Guaranteed Delivery Procedures" in
the Prospectus. (See Instruction 2.)

     Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the restricted notes validly tendered and not
withdrawn and the issuance of the exchange notes will be made promptly following
the Expiration Date. For the purposes of the Exchange Offer, the Company shall
be deemed to have accepted for exchange validly tendered restricted notes when,
as and if the Company has given written notice thereof to the Exchange Agent.

     PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION
12.

     HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR RESTRICTED
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH
ALL OF ITS TERMS.

     List below the restricted notes to which this Letter of Transmittal
relates. If the space indicated is inadequate, the Certificate or Registration
Numbers and Principal Amounts for each series of restricted notes being tendered
should be listed on a separately signed schedule affixed to this Letter of
Transmittal.

ALL TENDERING HOLDERS MUST COMPLETE THIS BOX:

                    DESCRIPTION OF RESTRICTED NOTES TENDERED

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
    NAME(S) AND ADDRESS(ES) OF         SERIES OF          CERTIFICATE OR        AGGREGATE PRINCIPAL      PRINCIPAL AMOUNT
 REGISTERED OWNER(S) (PLEASE FILL      RESTRICTED     REGISTRATION NUMBERS*    AMOUNT REPRESENTED BY       OF RESTRICTED
          IN, IF BLANK)              NOTES TENDERED                               RESTRICTED NOTES       NOTES TENDERED**
----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                     <C>                       <C>

----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
                                                      TOTAL PRINCIPAL AMOUNT
----------------------------------------------------------------------------------------------------------------------------
*        Need not be completed by book-entry Holders.

**       Unless otherwise indicated, the Holder will be deemed to have tendered
         the full aggregate principal amount represented by such restricted
         notes. All tenders must be in integral multiples of $1,000.
----------------------------------------------------------------------------------------------------------------------------
</TABLE>


               PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

                        SPECIAL REGISTRATION INSTRUCTIONS


                                       3
<PAGE>

                          (SEE INSTRUCTIONS 4, 5 AND 6)

     To be completed ONLY if certificates for restricted notes in a principal
amount not tendered, or exchange notes issued in exchange for restricted notes
accepted for exchange, are to be issued in the name of someone other than the
undersigned.

Issue certificate(s) to:

Name(s)
        ---------------------------------------------------------------------
Address
        ---------------------------------------------------------------------

                               (INCLUDE ZIP CODE)

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                          (TAX IDENTIFICATION OR SOCIAL
                               SECURITY NUMBER(S))

--------------------------------------------------------------------------------

                          SPECIAL DELIVERY INSTRUCTIONS
                          (SEE INSTRUCTIONS 4, 5 AND 6)

     To be completed ONLY if certificates for restricted notes in a principal
amount not tendered, or exchange notes issued in exchange for restricted notes
accepted for exchange, are to be delivered to someone other than the undersigned
or credited to an account maintained at DTC different from the account from
which such restricted notes are being tendered.

Deliver certificate(s) to:

Name(s)
        ---------------------------------------------------------------------

Address
        ---------------------------------------------------------------------

                               (INCLUDE ZIP CODE)

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                          (TAX IDENTIFICATION OR SOCIAL
                               SECURITY NUMBER(S))


                     ---------------------------------------
                               DTC Account Number

--------------------------------------------------------------------------------

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATE(S) FOR RESTRICTED NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A
CONFIRMATION OF BOOK-ENTRY TRANSFER AND AGENT'S MESSAGE OF SUCH RESTRICTED NOTES
MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. IF
GUARANTEED DELIVERY PROCEDURES

                                       4
<PAGE>

ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

HOLDERS WHOSE RESTRICTED NOTES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT
DELIVER THEIR RESTRICTED NOTES AND ALL OTHER DOCUMENTS REQUIRED HEREBY TO THE
EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE MAY TENDER THEIR RESTRICTED
NOTES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN THE
PROSPECTUS UNDER THE CAPTION "EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES."
(SEE INSTRUCTION 2.)

            (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

/_/ CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:

Name of Tendering Institution_______________________________________
DTC Account Number__________________________________________________
Transaction Code Number_____________________________________________

/__/ CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Tendering Holder(s)______________________________________
Window Ticket Number (if any)_______________________________________
Date of Execution of Notice of Guaranteed Delivery__________________
Name of Institution Which Guaranteed Delivery_______________________

                  If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution_______________________________________
DTC Account Number__________________________________________________
Transaction Code Number_____________________________________________

/_/ CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED RESTRICTED
NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

/_/ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE RESTRICTED NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.

Name:____________________________________________________

Address:_________________________________________________

If the undersigned is not a broker-dealer, the undersigned represents that (1)
it is acquiring the exchange notes in the ordinary course of its business, (2)
it has no arrangements or

                                       5
<PAGE>

understanding with any person, nor does it intend to engage in, a distribution
(as that term is interpreted by the SEC) of exchange notes and (3) it is not an
affiliate (as that term is interpreted by the SEC) of the Company. If the
undersigned is a broker-dealer that will receive exchange notes for its own
account in exchange for restricted notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such exchange notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

NOTE:       SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Verizon Global Funding Corp. (the "Company") the principal
amount of restricted notes indicated above.

     Subject to and effective upon the acceptance for exchange of the principal
amount of restricted notes tendered hereby in accordance with the terms of the
Exchange Offer described in the Prospectus, this Letter of Transmittal and the
accompanying Instructions, the undersigned sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to the
restricted notes tendered hereby. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent as its agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as the agent of the Company and as
Trustee and Registrar under the Indenture for the restricted notes and the
exchange notes) with respect to the tendered restricted notes with full power of
substitution (such power of attorney being deemed an irrevocable power coupled
with an interest), subject only to the right of withdrawal described in the
Prospectus, to (1) deliver certificates for such restricted notes to the Company
or transfer ownership of such restricted notes on the account books maintained
by DTC, together, in either such case, with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company and (2) present
such restricted notes for transfer on the books of the Company and receive all
benefits and otherwise exercise all rights of beneficial ownership of such
restricted notes, all in accordance with the terms of the Exchange Offer.

     The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretative advice given by the staff of the SEC to third
parties in connection with transactions similar to the Exchange Offer, so that
the exchange notes issued pursuant to the Exchange Offer in exchange for the
restricted notes may be offered for resale, resold and otherwise transferred by
holders thereof (other than a broker-dealer who purchased such restricted notes
directly from the Company for resale pursuant to Rule 144A, Regulation S or any
other available exemption under the Securities Act or a person that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such exchange notes are acquired by
non-affiliates of the Company in the ordinary course of such holders' business
and such holders are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate, in the distribution
of such exchange notes.

     The undersigned agrees that acceptance of any tendered restricted notes by
the Company and the issuance of exchange notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Exchange and Registration

                                       6
<PAGE>

Rights Agreement relating to such restricted notes and that, upon the issuance
of the exchange notes, the Company will have no further obligations or
liabilities thereunder (except in certain limited circumstances).

     The undersigned represents and warrants that (1) the exchange notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving exchange notes (which shall be the
undersigned unless otherwise indicated in the box entitled "Special Delivery
Instructions" above) (the "Recipient"), (2) neither the undersigned nor the
Recipient (if different) is engaged in, intends to engage in or has any
arrangement or understanding with any person to participate in the distribution
(as that term is interpreted by the SEC) of such exchange notes, and (3) neither
the undersigned nor the Recipient (if different) is an "affiliate" of the
Company as defined in Rule 405 under the Securities Act.

     If the undersigned is a broker-dealer, the undersigned further (1)
represents that it acquired restricted notes for the undersigned's own account
as a result of market-making activities or other trading activities, (2)
represents that it has not entered into any arrangement or understanding with
the Company or any "affiliate" of the Company (within the meaning of Rule 405
under the Securities Act) to distribute the exchange notes to be received in the
Exchange Offer and (3) acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act (for which purposes, the delivery of the
Prospectus, as the same may be hereafter supplemented or amended, shall be
sufficient) in connection with any resale of exchange notes received in the
Exchange Offer. Such a broker-dealer will not be deemed, solely by reason of
such acknowledgment and prospectus delivery, to admit that it is an
"underwriter" within the meaning of the Securities Act.

     The undersigned understands and agrees that the Company reserves the right
not to accept tendered restricted notes from any tendering holder if the Company
determines, in its sole and absolute discretion, that such acceptance could
result in a violation of applicable securities laws.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the restricted
notes tendered hereby and to acquire exchange notes issuable upon the exchange
of such tendered restricted notes, and that, when such restricted notes are
accepted for exchange, the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned also warrants that it will,
upon request, execute and deliver any additional documents deemed to be
necessary or desirable by the Exchange Agent or the Company in order to complete
the exchange, assignment and transfer of tendered restricted notes or transfer
of ownership of such restricted notes on the account books maintained by a
book-entry transfer facility.

     The undersigned understands and acknowledges that the Company reserves the
right in its sole discretion to purchase or make offers for any restricted notes
that remain outstanding subsequent to the Expiration Date or, as set forth in
the Prospectus under the caption "Exchange Offer--Procedures for Tendering," to
terminate the Exchange Offer and, to the extent permitted by applicable law,
purchase restricted notes in the open market, in privately negotiated
transactions or otherwise. The terms of any such purchases or offers could
differ from the terms of the Exchange Offer.

                                       7
<PAGE>

     The undersigned understands that the Company may accept the undersigned's
tender upon expiration of the Exchange Offer by delivering written notice of
acceptance to the Exchange Agent, at which time the undersigned's right to
withdraw such tender will terminate. For purposes of the Exchange Offer, the
Company shall be deemed to have accepted validly tendered restricted notes when,
as and if the Company has given oral (which shall be confirmed in writing) or
written notice thereof to the Exchange Agent.

     The undersigned understands that the first interest payment following the
Expiration Date will include unpaid interest on the restricted notes accrued
through the date of issuance of the exchange notes.

     The undersigned understands that tenders of restricted notes pursuant to
the procedures described under the caption "Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned, the Company and the Exchange Agent in
accordance with the terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
restricted notes tendered hereby.

     If any tendered restricted notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted
restricted notes will be returned, at the Company's cost and expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Delivery Instructions" (or, in the case of
restricted notes tendered by book-entry transfer, such restricted notes will be
credited to an account maintained at DTC) as promptly as practicable after the
Expiration Date.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding on the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in the Prospectus and in this Letter of
Transmittal.

     By acceptance of the Exchange Offer, each broker-dealer that receives
exchange notes pursuant to the Exchange Offer hereby acknowledges and agrees
that upon the receipt of notice by the Company of the happening of any event
that makes any statement in the Prospectus untrue in any material respect or
that requires the making of any changes in the Prospectus in order to make the
statements therein not misleading (which notice the Company agrees to deliver
promptly to such broker-dealer), such broker-dealer will suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to such broker-dealer.

     Unless otherwise indicated under "Special Registration Instructions," the
undersigned hereby directs that the exchange notes issued in exchange for the
restricted notes accepted for exchange be issued, and any restricted notes not
tendered or not exchanged be returned, in the name(s) of the undersigned, or, in
the case of a book-entry transfer, credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the exchange notes
issued in exchange for the restricted notes accepted for exchange and any
certificates for restricted notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both

                                       8
<PAGE>

"Special Registration Instructions" and "Special Delivery Instructions" are
completed, the undersigned hereby directs that the exchange notes issued in
exchange for the restricted notes accepted for exchange be issued in the name(s)
of, and restricted notes not tendered or not exchanged be returned to, the
person(s) so indicated or, in the case of a book-entry transfer, credited to the
account indicated under "Special Registration Instructions" maintained at DTC.
The undersigned understands that the Company has no obligations pursuant to the
"Special Registration Instructions" or "Special Delivery Instructions" to
transfer any restricted notes from the name of the registered Holder(s) thereof
if the Company does not accept for exchange any of the restricted notes so
tendered.

     Holders who wish to tender the restricted notes and (1) whose restricted
notes are not immediately available or (2) who cannot deliver their restricted
notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, may tender their restricted notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "Exchange Offer--Guaranteed Delivery Procedures." (See
Instruction 2.)











                                       9
<PAGE>

                 PLEASE SIGN HERE WHETHER OR NOT TENDER IS TO BE
               MADE PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES
                  (PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN)

     This Letter of Transmittal must be signed by the registered holder(s) as
its (their) name(s) appear on the restricted notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If the restricted notes to which
this Letter of Transmittal relate are held of record by two or more joint
holders, then all such holders must sign this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, then such person must (1) set forth his or her full title below and
(2) unless waived by the Company, submit evidence satisfactory to the Company of
such person's authority so to act. (See Instruction 4.)


--------------------------------------------------------------------------------
                           (SIGNATURE(S) OF HOLDER(S))



Date: ____________, 2001

Name(s)
       ----------------------------------------------------------------------
                                 (PLEASE PRINT)

Capacity (full title)
              ---------------------------------------------------------------
Address
        ---------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number
                              -----------------------------------------------


  ----------------------------------------------------------------------------
                (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))



  ----------------------------------------------------------------------------

  ----------------------------------------------------------------------------
                            GUARANTEE OF SIGNATURE(S)
                               (SEE INSTRUCTION 1)


    -----------------------------------------------------------------------
                             (AUTHORIZED SIGNATURE)

Date: ____________, 2001

Name of Firm
            ---------------------------------------------------------------
Capacity (full title)
                    -------------------------------------------------------
Address
       --------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number
                               --------------------------------------------

--------------------------------------------------------------------------------

<PAGE>

                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need
not be guaranteed if (a) this Letter of Transmittal is signed by the registered
holder(s) of the restricted notes tendered herewith and such holder(s) have not
completed the box entitled "Special Registration Instructions" or the box
entitled "Special Delivery Instructions" or (b) such restricted notes are
tendered for the account of a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States (each, an "Eligible Institution"). (See Instruction 6.) Otherwise, all
signatures on this Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution. All signatures on bond
powers and endorsements on certificates must also be guaranteed by an Eligible
Institution.

     2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND RESTRICTED NOTES.
Certificates for all physically delivered restricted notes or confirmation of
any book-entry transfer to the Exchange Agent at DTC of restricted notes
tendered by book-entry transfer, as well as a properly completed and duly
executed copy of this Letter of Transmittal or facsimile hereof and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m. New York City
time on the Expiration Date. The method of delivery of the tendered restricted
notes, this Letter of Transmittal and all other required documents, or
book-entry transfer and transmission of an Agent's Message by a DTC participant,
to the Exchange Agent is at the election and risk of the Holder and the delivery
will be deemed made only when actually received by the Exchange Agent. If
restricted notes are sent by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery. No Letter of Transmittal or
restricted notes should be sent to the Company or DTC.

     The Exchange Agent will make a request to establish an account with respect
to the restricted notes at DTC for purposes of the Exchange Offer promptly after
receipt of this Prospectus, and any financial institution that is a participant
in DTC may make book-entry delivery of restricted notes by causing DTC to
transfer such restricted notes into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfer. However, although delivery of
restricted notes may be effected through book-entry transfer at DTC, an Agent's
Message (as defined in the next paragraph) in connection with a book-entry
transfer and any other required documents (including a signed copy of this
Letter of Transmittal), must, in any case, be transmitted to and received by the
Exchange Agent at the address specified on the cover page of the Letter of
Transmittal on or prior to the Expiration Date or the guaranteed delivery
procedures described below must be complied with.

     A Holder may tender restricted notes that are held through DTC by
transmitting its acceptance through DTC's Automatic Tender Offer Program, for
which the transaction will be eligible, and DTC will then edit and verify the
acceptance and send an Agent's Message to the Exchange Agent for its acceptance.
The term "Agent's Message" means a message transmitted by DTC to, and received
by, the Exchange Agent and forming part of the confirmation of a book-entry
transfer, which states that DTC has received an express acknowledgment from a
participant in DTC tendering restricted notes and that such participant has
received a Letter of Transmittal and agrees to be bound by the terms of the
Letter of Transmittal and the Company may enforce such agreement against such
participant.

<PAGE>

     Delivery of an Agent's Message will also constitute an acknowledgment from
the tendering DTC participant that the representations and warranties set forth
in this Letter of Transmittal are true and correct.

     Holders who wish to tender their restricted notes and (1) whose restricted
notes are not immediately available, or (2) who cannot deliver their restricted
notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date or comply with book-entry transfer
procedures on a timely basis must tender their restricted notes according to the
guaranteed delivery procedures set forth in the Prospectus. See "Exchange
Offer--Guaranteed Delivery Procedures." Pursuant to such procedures: (1) such
tender must be made by or through an Eligible Institution; (2) prior to the
Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, overnight courier, mail or hand delivery) setting
forth the name and address of the Holder of the restricted notes, the series of
which the restricted notes form a part, the certificate number or numbers, if
any, of such restricted notes and the principal amount of restricted notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or facsimile hereof) or any Agent's Message together
with the certificate(s) representing the restricted notes or book-entry
transfer, as the case may be, and any other required documents will be deposited
by the Eligible Institution with the Exchange Agent; and (3) such properly
completed and executed Letter of Transmittal (or facsimile hereof), as well as
all other documents required by this Letter of Transmittal and the
certificate(s), if any, representing all tendered restricted notes in proper
form for transfer (or a confirmation of book-entry transfer of such restricted
notes into the Exchange Agent's account at DTC), must be received by the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date, all in the manner provided in the Prospectus under the caption
"Exchange Offer--Guaranteed Delivery Procedures." Any Holder who wishes to
tender his, her or its restricted notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery prior to the Expiration Date. Upon request to the
Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish
to tender their restricted notes according to the guaranteed delivery procedures
set forth above.

     All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered restricted notes, and withdrawal of tendered
restricted notes will be determined by the Company in its sole discretion, which
determination will be final and binding. All tendering holders, by execution of
this Letter of Transmittal (or facsimile thereof), shall waive any right to
receive notice of the acceptance of the restricted notes for exchange. The
Company reserves the absolute right to reject any and all restricted notes not
properly tendered or any restricted notes the Company's acceptance of which
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
particular restricted notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of restricted notes must be
cured within such time as the Company shall determine. Neither the Company, the
Exchange Agent nor any other person shall be under any duty to give notification
of defects or irregularities with respect to tenders of restricted notes, nor
shall any of them incur any liability for failure to give such notification.
Tenders of restricted notes will not be deemed to have been made until such
defects or irregularities have been cured to the Company's satisfaction or
waived. Any restricted notes received by the Exchange Agent that are not

                                       2
<PAGE>

properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering Holders,
or as otherwise directed in this Letter of Transmittal, as soon as practicable
following the Expiration Date.

     3. INADEQUATE SPACE. If the space provided is inadequate, series of the
tenderered restricted notes, as well as their certificate numbers or DTC account
numbers and principal amounts being tendered, should be listed on a separate
signed schedule attached hereto.

     4. TENDER BY HOLDER. Only a registered Holder of restricted notes or a DTC
participant listed on a securities position listing furnished by DTC with
respect to the restricted notes may tender its restricted notes in the Exchange
Offer. Any beneficial owner of restricted notes who is not the registered Holder
and is not a DTC participant and who wishes to tender should arrange with such
registered holder to execute and deliver this Letter of Transmittal on such
beneficial owner's behalf or must, prior to completing and executing this Letter
of Transmittal and delivering his, her or its restricted notes, either make
appropriate arrangements to register ownership of the restricted notes in such
beneficial owner's name or obtain a properly completed bond power from the
registered holder or properly endorsed certificates representing such restricted
notes.

     5. PARTIAL TENDERS; WITHDRAWALS. Tenders of restricted notes will be
accepted only in integral multiples of $1,000. If less than the entire principal
amount of any restricted notes is tendered, the tendering Holder should fill in
the principal amount tendered in the last column of the table entitled
"Description of Restricted Notes" above. The entire principal amount of any
restricted notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of all
restricted notes is not tendered, then restricted notes for the principal amount
of restricted notes not tendered, and exchange notes issued in exchange for any
restricted notes accepted, will be credited to the DTC account from which the
tender was made or sent to the Holder at his, her or its registered address,
unless a different address is provided in the "Special Delivery Instructions"
box above on this Letter of Transmittal, promptly after the restricted notes are
accepted for exchange.

     Except as otherwise provided herein, tenders of restricted notes may be
withdrawn at any time prior to the Expiration Date. To withdraw a tender of
restricted notes in the Exchange Offer, a written or facsimile transmission
notice of withdrawal must be received by the Exchange Agent at its address set
forth herein prior to the Expiration Date. Any such notice of withdrawal must
(1) specify the name of the person having deposited the restricted notes to be
withdrawn (the "Depositor"), (2) identify the restricted notes to be withdrawn
(including the series, the certificate number or numbers and the principal
amount of such restricted notes, or, in the case of restricted notes transferred
by book-entry transfer the name and number of the account at DTC to be
credited), (3) be signed by the Depositor in the same manner as the original
signature on the Letter of Transmittal by which such restricted notes were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer sufficient to have the Registrar with respect to the
restricted notes register the transfer of such restricted notes into the name of
the person withdrawing the tender and (4) specify the name in which any such
restricted notes are to be registered, if different from that of the Depositor.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, whose determination
shall be final and binding on all parties. Any restricted notes so withdrawn
will be deemed not to have been validly tendered for purposes of the Exchange
Offer and no exchange notes will be issued with respect thereto unless the
restricted notes so withdrawn are validly retendered. Any restricted notes which
have been tendered but which are

                                       3
<PAGE>

not accepted for exchange by the Company will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn restricted
notes may be retendered by following one of the procedures described in the
Prospectus under "Exchange Offer--Procedures for Tendering" at any time prior to
the Expiration Date.

     6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.
If this Letter of Transmittal (or facsimile hereof) is signed by the registered
Holder(s) of the restricted notes tendered hereby, the signature must correspond
with the name(s) as written on the face of each of such restricted notes,
without alteration, enlargement or any change whatsoever.

     If any of the restricted notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.

     If a number of restricted notes registered in different names are tendered,
it will be necessary to complete, sign and submit as many copies of this Letter
of Transmittal as there are different registrations of restricted notes.

     If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
shall include a book-entry transfer facility whose name appears on a security
listing as the owner of the restricted notes) of restricted notes tendered and
the certificate or certificates for exchange notes issued in exchange therefor
is to be issued (or any untendered principal amount of restricted notes is to be
reissued) to the registered Holder, then such Holder need not and should not
endorse any tendered restricted notes, nor provide a separate bond power. In any
other case, such Holder must either properly endorse the restricted notes
tendered or transmit a properly completed separate bond power with this Letter
of Transmittal with the signatures on the endorsement or bond power guaranteed
by an Eligible Institution.

     If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any restricted notes listed, such
restricted notes must be endorsed or accompanied by appropriate bond powers in
each case signed as the name of the registered Holder or Holders appears on the
restricted notes.

     If this Letter of Transmittal (or facsimile hereof) or any restricted notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.

     Endorsements on restricted notes or signatures on bond powers required by
this Instruction 6 must be guaranteed by an Eligible Institution.

     7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which exchange
notes or substitute restricted notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated.

                                       4
<PAGE>

     8. BACKUP UNITED STATES FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM
W-9. Under the United States federal income tax laws, payments that may be made
by the Company on account of exchange notes issued pursuant to the Exchange
Offer may be subject to backup withholding at the rate of 31%. In order to avoid
such backup withholding, each tendering Holder should complete and sign the
Substitute Form W-9 included in this Letter of Transmittal and either (a)
provide the correct taxpayer identification number ("TIN") and certify, under
penalties of perjury, that the TIN provided is correct and that (1) the Holder
has not been notified by the United States Internal Revenue Service (the "IRS")
that the Holder is subject to backup withholding as a result of failure to
report all interest or dividends or (2) the IRS has notified the Holder that the
Holder is no longer subject to backup withholding; or (b) provide an adequate
basis for exemption. If the tendering Holder has not been issued a TIN and has
applied for one, or intends to apply for one in the near future, such Holder
should write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, sign and date the Substitute Form W-9 and sign the
Certificate of Payee Awaiting Taxpayer Identification Number. If "Applied For"
is written in Part I, the Company (or the Paying Agent under the Indenture
governing the exchange notes) shall retain 31% of payments made to the tendering
Holder during the 60-day period following the date of the Substitute Form W-9.
If the Holder furnishes his, her or its TIN within 60 days after the date of the
Substitute Form W-9, the Company (or the Paying Agent) shall remit such amounts
retained during the 60-day period to the Holder and no further amounts shall be
retained or withheld from payments made to the Holder thereafter. If, however,
the Holder has not provided the Exchange Agent or the Company with his, her or
its TIN within such 60-day period, the Company (or the Paying Agent) shall remit
such previously retained amounts to the IRS as backup withholding. In general,
if a Holder is an individual, the TIN is the social security number of such
individual. If the Exchange Agent or the Company are not provided with the
correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS.

     Certain Holders (including, among others, all corporations and certain
non-United States individuals) are not subject to these backup withholding and
reporting requirements. In order for a non-United States individual to qualify
as an exempt recipient, such Holder must submit a statement (generally, IRS Form
W-8), signed under penalty of perjury, attesting to that individual's exempt
status. Such statements can be obtained from the Exchange Agent. Failure to
complete the Substitute Form W-9 will not, by itself, cause restricted notes to
be deemed invalidly tendered, but may require the Company (or the Paying Agent)
to withhold 31% of the amount of any payments made on account of the exchange
notes. Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the IRS.

     9. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of restricted notes pursuant to the Exchange Offer.
If, however, certificates representing exchange notes or restricted notes for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be registered in the name of, any person other than the registered
Holder of the restricted notes tendered hereby, or if tendered restricted notes
are registered in the name of a person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of restricted notes pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered Holder or on any
other persons) will be payable by the tendering Holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with this
Letter of Transmittal, the amount of such transfer taxes will be billed directly

                                       5
<PAGE>

to such tendering Holder. See the Prospectus under "Exchange Offer--Solicitation
of Tenders; Fees and Expenses."

     Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the restricted notes listed in this Letter
of Transmittal.

     10. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange
Offer.

     11. MUTILATED, LOST, STOLEN OR DESTROYED RESTRICTED NOTES. Any tendering
Holder whose restricted notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.

     12. REQUESTS FOR ASSISTANCE, COPIES. Requests for assistance and requests
for additional copies of the Prospectus, this Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to the Exchange Agent at the
address specified in the Prospectus and in this Letter of Transmittal. Holders
may also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Exchange Offer.

                          (DO NOT WRITE IN SPACE BELOW)

RESTRICTED NOTES
TENDERED              RESTRICTED NOTES ACCEPTED    RESTRICTED NOTES SURRENDERED


--------------------  -------------------------    ---------------------------

--------------------  -------------------------    ---------------------------

--------------------  -------------------------    ---------------------------

Received [ ]         Accepted by  [ ]             Checked by [ ]

Delivery Prepared by [ ]     Checked by  [ ]      Date [ ]

                            IMPORTANT TAX INFORMATION

     Under United States federal income tax laws, to avoid imposition of a 31%
backup withholding with respect to payments made under the exchange notes, a
Holder whose tendered restricted notes are accepted for payment should provide
the Exchange Agent with such Holder's correct TIN on Substitute Form W-9 below
or otherwise establish a basis for exemption from backup withholding. If such
Holder is an individual, the TIN is his social security number. If the Exchange
Agent is not provided with the correct TIN, a $50 penalty may be imposed by the
Internal Revenue Service, and payments made under the exchange note may be
subject to backup withholding.

     Certain Holders (including, among others, all corporations and certain
non-United States persons) are not subject to these backup withholding and
reporting requirements. Exempt

                                       6
<PAGE>

Holders should indicate their exempt status on Substitute Form W-9. A non-United
States person may qualify as an exempt recipient by submitting to the Exchange
Agent a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can
be obtained from the Exchange Agent.

     If backup withholding applies, the Company (or the Paying Agent under the
Indenture governing the exchange notes) is required to withhold 31% of any
payments made to the Holder or other payee with respect to the exchange notes.
Backup withholding is not an additional United States federal income tax.
Rather, the United States federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding on payments made with respect to the exchange
notes, the Holder should provide the Company (or the Paying Agent under the
Indenture governing the exchange notes) with either (a) the Holder's correct TIN
by completing the form below, certifying that the TIN provided on Substitute
Form W-9 is correct (or that such Holder is awaiting a TIN) and that (1) the
Holder has not been notified by the Internal Revenue Service that the Holder is
subject to backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the Holder that the
Holder is no longer subject to backup withholding or (b) an adequate basis for
exemption.

WHAT NUMBER TO GIVE

     The Holder is required to give the TIN (e.g., social security number or
employer identification number) of the registered Holder of the restricted
notes.

      IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL
       OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON
                        OR PRIOR TO THE EXPIRATION DATE.


                                       7
<PAGE>

                    TO BE COMPLETED BY ALL TENDERING HOLDERS

                               (SEE INSTRUCTION 8)

--------------------------------------------------------------------------------
PAYER'S NAME:  FIRST UNION NATIONAL BANK
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                  <C>

              SUBSTITUTE                 PART 1--PLEASE PROVIDE YOUR TIN ON THE LINE AT       TIN:
               Form W-9                  RIGHT AND CERTIFY BY SIGNING AND DATING BELOW        ____________________
      Department of the Treasury         ________________________                             Social Security Number
       Internal Revenue Service                                                               or Employer

                                                                                              Identification Number

     Payor's Request for Taxpayer                                                             -----------------------
    Identification Number (TIN) and

             Certification

                                                                                                      Part 2
                                                                                                     Awaiting
                                                                                                        TIN

                                                                                                        /-/
------------------------------------------------------------------------------------------------------------------------
                                         Part 3 - CERTIFICATION - UNDER THE
                                         PENALTIES OF PERJURY, I CERTIFY THAT:

                                         (1) the number shown on this form is my
                                         correct taxpayer identification number
                                         FORM W-9 Department of the Treasury,
                                         Internal Revenue Service (or I am
                                         waiting for a number to be issued to
                                         me),
                                         (2)    I am not subject to backup
                                                withholding either because (i) I
                                                am exempt from Payor's Request
                                                For backup withholding, (ii) I
                                                have not been notified by the
                                                Internal Revenue Taxpayer
                                                Identification Service ("IRS")
                                                that I am subject to backup
                                                withholding as a result of a
                                                failure to report all interest
                                                or dividends, or (iii) the IRS
                                                has notified me that I am no
                                                longer subject to backup
                                                withholding, and
                                         (3)    any other information provided
                                                on this form is true and
                                                correct.

                                         Signature ____________________
                                         Date _________________________
--------------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                          <C>
                                         You must cross out item (iii) in Part
                                         (2) in the certification above if you
                                         have been notified by the IRS that you
                                         are subject to backup withholding
                                         because of underreporting interest or
                                         dividends on your tax return and you
                                         have not been notified by the IRS that
                                         you are no longer subject to backup
                                         withholding.
----------------------------------------------------------------------------------------------------------------------
</TABLE>


NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU ON ACCOUNT OF THE
EXCHANGE NOTES.

--------------------------------------------------------------------------------



                                       9
<PAGE>

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 2 OF THE SUBSTITUTE FORM W-9

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify, under penalties of perjury, that a Taxpayer Identification Number has
not been issued to me, and that I mailed or delivered an application to receive
a Taxpayer Identification Number to the appropriate Internal Revenue Service
Center or Social Security Administration Office (or I intend to mail or deliver
an application in the near future). I understand that if I do not provide a
Taxpayer Identification Number to the payer by the time of payment, 31% of all
payments made to me on account of the exchange notes shall be retained until I
provide a Taxpayer Identification Number to the Exchange Agent and that, if I do
not provide my Taxpayer Identification Number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a Taxpayer
Identification Number.



Signature                                         Date                   , 2001
          -------------------------------              -----------------












</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>FORM
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                          NOTICE OF GUARANTEED DELIVERY

                                       FOR

    $1,000,000,000 6 3/4% NOTES DUE 2005 THAT HAVE BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933 (THE "SECURITIES ACT") FOR ANY AND ALL
                       OUTSTANDING 6 3/4% NOTES DUE 2005

    $2,000,000,000 7 1/4% NOTES DUE 2010 THAT HAVE BEEN REGISTERED UNDER THE
        SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 1/4% NOTES DUE 2010

    $2,000,000,000 7 3/4% NOTES DUE 2030 THAT HAVE BEEN REGISTERED UNDER THE
        SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 3/4% NOTES DUE 2030

                                       OF

                          VERIZON GLOBAL FUNDING CORP.


     As set forth in the prospectus dated August 9, 2001 (the "Prospectus") of
Verizon Global Funding Corp. (the "Company") and Verizon Communications Inc.
("Verizon") and in the Letter of Transmittal (the "Letter of Transmittal"), this
form or a form substantially equivalent to this form must be used to accept the
Exchange Offer (as defined below) if the certificates for the restricted notes
(as defined in the Prospectus) and all other documents required by the Letter of
Transmittal cannot be delivered to the Exchange Agent by the Expiration Date of
the Exchange Offer or compliance with book-entry transfer procedures cannot be
effected on a timely basis. Such form may be delivered by hand or transmitted by
facsimile transmission, telex or mail to the Exchange Agent no later than the
Expiration Date, and must include a signature guarantee by an Eligible
Institution as set forth below. Capitalized terms used herein but not defined
herein have the meanings ascribed thereto in the Prospectus.


                  The Exchange Agent for the Exchange Offer is:
                            First Union National Bank

      BY REGISTERED OR CERTIFIED MAIL, OVERNIGHT DELIVERY OR HAND DELIVERY

                            First Union National Bank
                    Corporate Trust Reorganization Department
                         1525 West W.T. Harris Boulevard
                      Charlotte, North Carolina 28288-1153
                             Attention: Marsha Rice

                                  BY FACSIMILE
                                 (704) 590-7628

                    INFORMATION OR CONFIRMATION BY TELEPHONE
                                 (704) 590-7413

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS

<PAGE>

RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THE LETTER OF
TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS NOTICE OF GUARANTEED DELIVERY.

     This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).


THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
TIME ON SEPTEMBER 6, 2001 UNLESS THE EXCHANGE OFFER IS EXTENDED.

Ladies and Gentlemen:

     The undersigned acknowledges that he or she has received the prospectus,
dated August 9, 2001 (the "Prospectus"), of Verizon Global Funding Corp. (the
"Company") and Verizon Communications Inc. ("Verizon Communications") and this
Letter of Transmittal and the instructions hereto (the "Letter of Transmittal"),
which together constitute the Company's offer (the "Exchange Offer") to
exchange, upon the terms and subject to the conditions set forth in the
Prospectus:


o    $1,000,000,000 6 3/4% Notes due 2005 that have been registered under the
     Securities Act for any and all outstanding 6 3/4% Notes due 2005
o    $2,000,000,000 7 1/4% Notes due 2010 that have been registered under the
     Securities Act for any and all outstanding 7 1/4% Notes due 2010
o    $2,000,000,000 7 3/4% Notes due 2030 that have been registered under the
     Securities Act for any and all outstanding 7 3/4% Notes due 2030

     The undersigned hereby tenders to the Company the aggregate principal
amount of restricted notes set forth below on the terms and conditions set forth
in the Prospectus and the related Letter of Transmittal pursuant to the
guaranteed delivery procedure set forth in the "Exchange Offer--Guaranteed
Delivery Procedures" section in the Prospectus and the accompanying Letter of
Transmittal.

     The undersigned understands that no withdrawal of a tender of restricted
notes may be made on or after the Expiration Date. The undersigned understands
that for a withdrawal of a tender of restricted notes to be effective, a written
notice of withdrawal that complies with the requirements of the Exchange Offer
must be timely received by the Exchange Agent at one of its addresses or by
facsimile specified on the cover of this Notice of Guaranteed Delivery prior to
the Expiration Date.

     The undersigned understands that the exchange of restricted notes for
exchange notes pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of (1) such restricted notes (or Book-Entry
Confirmation of the transfer of such restricted notes into the Exchange Agent's
account at The Depository Trust Company ("DTC")) and (2) if restricted notes are
to be physically delivered, a Letter of Transmittal (or facsimile thereof) with
respect to such restricted notes, properly completed and duly executed, with any
required signature guarantees, this Notice of Guaranteed Delivery and any other
documents required by the Letter of Transmittal or, in the case of book-entry
transfer, a properly transmitted Agent's Message. The term "Agent's Message"
means a message transmitted by DTC to, and received by, the

                                       2
<PAGE>

Exchange Agent and forming part of the confirmation of a book-entry transfer,
which states that DTC has received an express acknowledgment from a participant
in DTC tendering the restricted notes and that such participant has received the
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and the Company may enforce such agreement against such participant.

     All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.

BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:

/ /  CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE T0 THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING:

Name of Tendering Institution
                              -------------------------------

Account Number
               ----------------------------------------------

Transaction Code Number
                        -------------------------------------

     Holders whose restricted notes are not immediately available or who cannot
deliver their restricted notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their restricted
notes according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "Exchange Offer-Guaranteed Delivery Procedures." See
Instruction 2.

/ /  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
     IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
     GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)
                             -----------------------------------------

Date of Execution of Notice of Guaranteed Delivery
                                                  --------------------

Name of Eligible Institution that Guaranteed Delivery
                                                      ------------------


------------------------------------------------------------
If guaranteed delivery is to be made by book-entry transfer:

DTC Account Number
                   -----------------------------------------

Transaction Code Number
                        ------------------------------------

                                       3
<PAGE>

/ /   CHECK HERE IF TENDERED BOOK-ENTRY TRANSFER AND NON-EXCHANGED RESTRICTED
      NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
      ABOVE:

/ /   CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE RESTRICTED NOTES
      FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
      ACTIVITIES ("A PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
      ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
      SUPPLEMENTS THERETO:

         Name
              -------------------------------------------------
         Address
                 -----------------------------------------------

         -------------------------------------------------------


     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
exchange notes. If the undersigned is a broker-dealer that will receive exchange
notes for its own account in exchange for restricted notes that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a Prospectus in connection with any resale of
such exchange notes; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.



                                       4

</TEXT>
</DOCUMENT>
</SUBMISSION>
