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<DESCRIPTION>AMENDMENT NO. 1 TO FORM S-3
<TEXT>
<PAGE>


                                                 Registration No. 333-67412


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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                AMENDMENT NO. 1

                                      TO
                                    FORM S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


<TABLE>
<S>                                                <C>

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

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

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

             3900 Washington Street, 2nd Floor                             1095 Avenue of the Americas
                Wilmington, Delaware 19802                                  New York, New York 10036
                      (302) 761-4200                                             (212) 395-2121
</TABLE>

  (Address, including zip code, and telephone number, including area code, of
                   Registrants' principal executive offices)

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

                Please address a copy of all communications to:

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

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



   Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after this Registration Statement becomes effective.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

   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(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the effective registration statement for the
same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]


   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
                                 $5,442,079,000

                               [LOGO OF VERIZON]
                          Verizon Global Funding Corp.
                     Zero-Coupon Convertible Notes due 2021
            Supported as to Payment of Principal and Interest by and
                      Convertible into the Common Stock of
                          Verizon Communications Inc.

  We issued $5,442,079,000 aggregate principal amount at maturity of our Zero-
Coupon Convertible Notes due 2021, referred to as the "notes", in a private
transaction in May 2001 to persons reasonably believed to be "qualified
institutional buyers" as defined in Rule 144A under the Securities Act of 1933,
referred to as the Securities Act. The notes are our senior unsecured
obligations and are supported as to payment of principal and interest by, and
convertible into the common stock of, Verizon Communications Inc. This
prospectus may be used by selling securityholders to resell their notes and the
common stock of Verizon Communications issuable upon conversion or repurchase
by us of their notes. Unless otherwise specified in this prospectus, the terms
"we," "us", and "our" refer to Verizon Global Funding.

  The issue price of the notes represents an initial accretion rate of 3% per
annum, subject to an upward adjustment as described in this prospectus. See
"Description of Notes and Support Obligations--Interest Adjustment" for a
description of this adjustment. We will not pay cash interest on the notes
prior to maturity unless an upward adjustment occurs or we elect to do so
following a tax event. See "Description of Notes and Support Obligations--Tax
Event" for the definition of the term "tax event".

  You may convert each of your notes into 7.9318 shares of the common stock of
Verizon Communications under the circumstances described in this prospectus.
This conversion rate is equivalent to an initial conversion price of $69.50 per
share of the common stock of Verizon Communications based on the issue price of
the notes. The conversion rate may be adjusted as described in this prospectus.
See "Description of Notes and Support Obligations--Conversion Rights" for a
description of your conversion rights. The common stock of Verizon
Communications is listed on the New York Stock Exchange under the symbol "VZ".

  On or after May 15, 2006, we may redeem for cash all or part of the notes at
a redemption price equal to the accreted principal amount plus any accrued and
unpaid cash interest. On May 15, 2004, May 15, 2006, May 15, 2011 and May 15,
2016, you may require us to repurchase your notes. The repurchase prices are
set forth in this prospectus, but will be higher if an increased accretion rate
applies for one or more semi-annual periods. We may choose to pay the
repurchase price in cash, the common stock of Verizon Communications or a
combination of both. See "Description of Notes and Support Obligations--
Repurchase Right" for a description of your repurchase rights. Also, upon a
change in control, you may require us to repurchase all or a portion of your
notes in cash at a repurchase price equal to the accreted principal amount plus
any accrued and unpaid cash interest. See "Description of Notes and Support
Obligations--Change in Control" for the definition of the term "change in
control".

  Beginning on May 15, 2004, in some circumstances where the closing sales price
of the common stock of Verizon Communications is equal to or less than 60% of
the accreted conversion price of the notes for specified periods, the accretion
rate on the notes for a semi-annual period may be subject to an increased
accretion rate equal to the applicable per annum reset rate in effect at that
time. See "Description of Notes and Support Obligations--Interest Adjustment"
for a description of these circumstances and for the definition of the term
"reset rate" and see "Summary--The Offering--Conversion Rights" for the
definition of the term "accreted conversion price". If an increased accretion
rate is in effect for a particular semi-annual period, we will pay a portion of
the increased accretion rate as cash interest and the remaining increased
accretion rate will be accrued and payable at maturity, redemption or
repurchase.

  This investment involves risks. See "Risk Factors" beginning on page 7.

  Neither we nor Verizon Communications will receive any of the proceeds from
the sale of the notes or the common stock of Verizon Communications by any of
the selling securityholders. The notes and the common stock of Verizon
Communications may be offered in negotiated transactions or otherwise, at market
prices prevailing at the time of sale or at negotiated prices. In addition, the
common stock of Verizon Communications may be offered from time to time through
ordinary brokerage transactions on the New York Stock Exchange. See "Plan of
Distribution". The selling securityholders may be considered to be
"underwriters" as defined in the Securities Act. Any profits realized by the
selling securityholders may be considered to be underwriting commissions. If the
selling securityholders use any broker-dealers, any commissions paid to broker-
dealers and, if broker-dealers purchase any notes or the common stock of Verizon
Communications as principals, any profits received by the broker-dealers on the
resale of the notes or the common stock of Verizon Communications, may be
considered to be underwriting discounts or commissions under the Securities Act.

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

                  The date of this prospectus is      , 2001.
<PAGE>

                              [Inside Front Cover]

   YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER WE 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. THE DELIVERY OF THIS
PROSPECTUS SHALL NOT UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY SUBSEQUENT DATE.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Where You Can Find More Information........................................  ii
Special Note Regarding Forward-Looking Statements.......................... iii
Summary....................................................................   1
  Verizon Communications Inc. .............................................   1
  Verizon Global Funding Corp. ............................................   2
  The Offering.............................................................   3
Risk Factors...............................................................   7
Ratios of Earnings to Fixed Charges........................................   8
Use of Proceeds............................................................   8
Description of Notes and Support Obligations...............................   9
Description of Verizon Communications Common Stock.........................  28
Certain United States Federal Income Tax Consequences......................  29
Selling Securityholders....................................................  34
Plan of Distribution.......................................................  39
Legal Matters..............................................................  41
Experts....................................................................  41
</TABLE>


                                       i
<PAGE>

                      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 and Verizon Communications "incorporate by reference"
some information Verizon Communications files or has filed with the Securities
and Exchange Commission, which means that we and Verizon Communications
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 and Verizon Communications 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:

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

  .  Verizon Communications' Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 2001 and June 30, 2001; and


  .  Verizon Communications' Current Reports on Form 8-K filed March 28,
     2001, April 25, 2001, May 9, 2001, June 5, 2001, July 31, 2001,
     August 2, 2001, October 4, 2001 (as amended by current Report on
     Form 8-K/A filed October 5, 2001) and October 30, 2001.


   You may request a copy of these filings, at no cost, by writing or
telephoning Verizon Communications 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

                                       ii
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   In this prospectus and in the information incorporated in this prospectus by
reference, we and Verizon Communications have made forward-looking statements.
These statements are based on our and Verizon Communications' estimates and
assumptions and are subject to risks and uncertainties. Forward-looking
statements include the information concerning Verizon Communications' 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 and
Verizon Communications 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:

  .  the duration and extent of the current economic downturn


  .  materially adverse changes in economic conditions in the markets served
     by Verizon Communications or by companies in which Verizon
     Communications has substantial investments;

  .  material changes in available technology;

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


  .  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;

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

  .  the timing and profitability of our entry and expansion in the national
     long-distance market;


  .  Verizon Communications' ability to combine former Bell Atlantic and GTE
     operations, satisfy regulatory conditions and obtain revenue
     enhancements and cost savings;

  .  the profitability of Verizon Communications' broadband operations;


  .  the ability of Verizon Wireless to achieve revenue enhancement and cost
     savings, and obtain sufficient spectrum resources;


  .  the continuing financial needs of Genuity Inc.; Verizon Communications'
     ability to convert its ownership interest in Genuity into a
     controlling interest consistent with regulatory conditions, and Genuity's
     ensuing profitability;


  .  Verizon Communications' ability to recover insurance proceeds relating to
     equipment losses and other adverse financial impacts resulting from the
     terrorist attacks on September 11, 2001; and


  .  changes in Verizon Communications' accounting assumptions that regulatory
     agencies, including the Securities and Exchange Commission, may require or
     that result from changes in the accounting rules or their application,
     which could result in an impact on earnings.


                                      iii
<PAGE>

                                    SUMMARY

   The following summary contains basic information about us, our parent,
Verizon Communications, and the offering. It may not contain all the
information that is important to you in making an 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 "Description of Notes and Support
Obligations", "Description of Verizon Communications Common Stock", "Certain
United States Federal Income Tax Consequences", "Selling Securityholders" and
"Plan of Distribution" sections of this prospectus contain more detailed
information regarding the terms and conditions of the offering, the notes and
the common stock of Verizon Communications. You should consider carefully the
information set forth in this prospectus under the heading "Risk Factors".

                          VERIZON COMMUNICATIONS INC.

   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 nearly 256,000 employees and approximately $65 billion of annual
revenues. In this section of the prospectus, references to "we", "us" and "our"
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 128.5 million access line
equivalents and approximately 28.7 million wireless customers. Our global
presence extends to more than 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, Internet access services, research and development,
inventory management and long distance services. We currently own approximately
62 million access lines in the United States and serve over 33 million
households. We also have approximately 6.9 million long distance customers
nationwide. Verizon Online, our Internet service provider, has over 1 million
subscribers, and we have approximately 975,000 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 28.7 million wireless
subscribers, and offers wireless voice and data services across the most
extensive wireless network in the United States. Approximately 90% of the United
States population reside in areas in which Verizon Wireless has Federal
Communications Commission 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.

                                       1
<PAGE>


   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 over 155 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 CORP.

   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 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.

                                       2
<PAGE>

                                  THE OFFERING

Notes.......................  $5,442,079,000 aggregate principal amount at
                              maturity of Zero-Coupon Convertible Notes due
                              2021, subject to an upward adjustment in the
                              event there is an increased accretion rate.

Original Issue Price........  We issued each note at a price of $551.26 per
                              note and with a principal amount at maturity of
                              $1,000, subject to an upward adjustment in the
                              event there is an increased accretion rate.

Maturity....................  May 15, 2021.

Ranking.....................  The notes are our senior unsecured obligations
                              and rank equally with all of our other unsecured
                              and unsubordinated debt. Except as described in
                              this prospectus, Verizon Communications' support
                              obligations rank equally with all of its other
                              unsecured and unsubordinated debt.

Accretion Rate..............  3% annually, computed on a semi-annual bond
                              equivalent basis, subject to an upward adjustment
                              in the event there is an increased accretion
                              rate.

Cash Interest Payment.......  We will not pay cash interest on the notes unless
                              an increased accretion rate is in effect or we
                              elect to do so following a tax event. If an
                              increased accretion rate is in effect for a semi-
                              annual period, we will pay a portion of the
                              increased accretion rate as cash interest at a
                              rate of 0.25% per annum, or 0.125% for each semi-
                              annual period, on the applicable principal amount
                              and the remaining portion of the increased
                              accretion rate will be accrued and payable at
                              maturity, redemption or repurchase. The
                              "applicable principal amount" means, for any semi-
                              annual period, the amount at the beginning of the
                              semi-annual period equal to the initial issue
                              price of the notes adjusted to reflect the
                              accretion of the notes at the applicable accretion
                              rate or rates. If we elect to pay cash interest
                              upon the occurrence of a tax event, the amount of
                              cash interest payable for each semi-annual period
                              will be determined based on the initial accretion
                              rate or the increased accretion rate, whichever is
                              in effect. Cash interest, if any, will be paid
                              semi-annually in arrears on each May 15 or
                              November 15 to the holders of record of the notes
                              as of the preceding May 1 or November 1.

Conversion Rights...........  At your option, you may convert your notes into
                              the common stock of Verizon Communications at a
                              conversion rate of 7.9318 shares per note,
                              subject to adjustment in some events, under any
                              of the following circumstances:

                              .  during any quarterly conversion period, if the
                                 closing sales price of the common stock of
                                 Verizon Communications for at least 20 trading
                                 days in the 30 consecutive trading days ending
                                 on the first day of the quarterly conversion
                                 period is more than the applicable percentage
                                 (the "applicable percentage" is initially 120%
                                 and will decline by 0.25% at the end of each
                                 semi-annual period over the life of the notes
                                 to 110%) of the accreted conversion price, as
                                 defined below, on the first day of that
                                 quarterly conversion period; or

                                       3
<PAGE>

                              .  during the five business day period following
                                 the ten business days after any nine
                                 consecutive trading day period in which the
                                 trading price for a note for each day of that
                                 period, as determined by the trustee, was less
                                 than 95% of the product of the closing sales
                                 price of the common stock of Verizon
                                 Communications multiplied by the number of
                                 shares into which that note is convertible for
                                 that period. However, if at conversion the
                                 closing price of the common stock of Verizon
                                 Communications is greater than 100% but equal
                                 to or less than the applicable percentage of
                                 the accreted conversion price, then you will
                                 receive, instead of the common stock of
                                 Verizon Communications based on the applicable
                                 conversion rate, cash or the common stock of
                                 Verizon Communications, or a combination of
                                 both, at our option, with a value equal to the
                                 accreted principal amount of the notes; or

                              .  if the notes have been called for redemption;
                                 or

                              .  upon the occurrence of specified corporate
                                 transactions described under "Description of
                                 Notes and Support Obligations--Conversion
                                 Rights".

                              The "accreted conversion price" as of any day
                              equals the accreted principal amount of a note
                              divided by the number of shares of the common
                              stock of Verizon Communications issuable upon
                              conversion of the note on that day.


Redemption of the Notes at    On or after May 15, 2006, we may redeem for cash
 Our Option.................  all or part of the notes at any time, upon not
                              less than 30 nor more than 60 days notice by mail
                              to holders of notes, for a price equal to the
                              accreted principal amount plus any accrued and
                              unpaid cash interest to the redemption date.

Repurchase of Notes at Your   You have the right to require us to repurchase
 Option.....................  your notes on May 15, 2004, May 15, 2006, May 15,
                              2011 and May 15, 2016. In each case, we will pay
                              a repurchase price equal to the accreted
                              principal amount plus any accrued and unpaid cash
                              interest to the repurchase date. We may choose to
                              pay the repurchase price in cash or the common
                              stock of Verizon Communications, or a combination
                              of both. If we elect to pay the repurchase price
                              in the common stock of Verizon Communications or
                              a combination of cash and the common stock of
                              Verizon Communications, we must notify holders of
                              notes not less than 20 business days prior to the
                              repurchase date. The common stock of Verizon
                              Communications will be valued at the average of
                              the closing sales price for five trading days
                              ending on the third trading day prior to the
                              repurchase date. We have the right to pay the
                              repurchase price of the notes at any time during
                              the five business days following the repurchase
                              date.

Change in Control...........  If Verizon Communications undergoes a change in
                              control, you will have the option to require us
                              to repurchase your notes for cash. In the event
                              of a change in control, we will pay a repurchase
                              price equal to the accreted principal amount plus

                                       4
<PAGE>

                              any accrued and unpaid cash interest to the
                              repurchase date.

Interest Adjustment.........  Beginning on May 15, 2004, if the closing sales
                              price of the common stock of Verizon
                              Communications is equal to or less than 60% of
                              the accreted conversion price of the notes for
                              any 20 trading days out of the last 30
                              consecutive trading days ending three business
                              days prior to any May 15 or November 15, then the
                              accretion rate on the notes for the semi-annual
                              period commencing on that date will be subject to
                              an increased accretion rate equal to the
                              applicable per annum reset rate in effect at that
                              time. See "Description of Notes and Support
                              Obligations" for the definition of the term
                              "closing sales price". Any increased accretion
                              rate made pursuant to this provision will remain
                              in effect until the next succeeding May 15 or
                              November 15 when the closing sales price of the
                              common stock of Verizon Communications is not
                              equal to or less than 60% of the accreted
                              conversion price of the notes for any 20 trading
                              days out of the last 30 consecutive trading days
                              ending three business days prior to that date, at
                              which time the accretion rate will revert to 3%.
                              If the closing sales price of the common stock of
                              Verizon Communications is equal to or less than
                              60% of the accreted conversion price of the notes
                              for any 20 out of the last 30 trading days ending
                              three business days prior to any May 15 or
                              November 15 after the accretion rate has reverted
                              to 3%, then the accretion rate on the notes will
                              again be subject to an increased accretion rate
                              equivalent to the reset rate in effect from time
                              to time. The reset rate will be established by the
                              reset rate agent as of each reset rate
                              determination date. See "Description of Notes and
                              Support Obligations--Interest Adjustment" for the
                              definitions of the terms "reset rate agent" and
                              "reset rate determination date".

Tax Event...................  We can elect to pay cash interest on the notes
                              upon the occurrence of a tax event from and after
                              the date a tax event occurs instead of accreting
                              the principal amount of the notes, including any
                              cash interest payable pursuant to an increased
                              accretion rate. If that happens, the principal
                              amount on which we pay interest will be restated
                              and will be equal to the accreted principal
                              amount on the date of restatement. See
                              "Description of Notes and Support Obligations--
                              Tax Event".

Events of Default...........  If there is an event of default, the notes may be
                              declared immediately due and payable in an amount
                              equal to the accreted principal amount of the
                              notes plus any accrued and unpaid cash interest
                              up to the payment date. These amounts
                              automatically become due and payable in some
                              circumstances.

                              The following are events of default for the notes:

                              .  our failure for 90 days to pay when due any
                                 cash interest on the notes in the event there
                                 is an increased accretion rate in effect or
                                 after we elect to pay cash interest on the
                                 notes following a tax event;

                                       5
<PAGE>

                              .  our failure to pay principal on the notes, or
                                 after we elect to pay cash interest on the
                                 notes following a tax event, the restated
                                 principal amount, when due, whether at
                                 maturity, by declaration, when called for
                                 redemption, when required to be purchased by
                                 you or otherwise;

                              .  our failure to perform, or breach of, any
                                 covenant or warranty in the notes or in the
                                 indenture and applicable to the notes for 90
                                 days after notice to us and Verizon
                                 Communications by the trustee or by holders of
                                 at least 25% in principal amount of the
                                 outstanding notes; and

                              .  some events involving bankruptcy, insolvency
                                 or reorganization of Verizon Communications or
                                 us.

Tax.........................  You agree, for U.S. federal income tax purposes,
                              to treat your notes as "contingent payment debt
                              instruments" and to be bound by our application
                              of the Treasury Regulations that govern
                              contingent payment debt instruments, including
                              our determination that the rate at which interest
                              will be considered to accrue for federal income
                              tax purposes will be 7.51%, compounded semi-
                              annually, which is the rate comparable to the rate
                              at which we would borrow on a noncontingent,
                              nonconvertible borrowing with terms and conditions
                              otherwise comparable to the notes, including the
                              rank, term, and general market conditions.
                              Accordingly, you will be required to accrue
                              interest on a constant yield to maturity basis at
                              that rate, with the result that you will recognize
                              taxable income significantly in excess of any cash
                              received while the notes are outstanding. In
                              addition, you will recognize ordinary income upon
                              a conversion of a note into the common stock of
                              Verizon Communications equal to the excess, if
                              any, between the value of the common stock of
                              Verizon Communications received on the conversion
                              and your adjusted tax basis in the note. See
                              "Certain United States Federal Income Tax
                              Consequences -- U.S. Holders of Notes-- Sale,
                              Exchange, Conversion or Redemption".

                              YOU ARE URGED TO CONSULT YOUR TAX ADVISOR
                              REGARDING THE TAX TREATMENT OF THE NOTES AND
                              WHETHER A PURCHASE OF THE NOTES IS ADVISABLE IN
                              LIGHT OF THE AGREED UPON TAX TREATMENT AND YOUR
                              PARTICULAR TAX SITUATION.

Book-Entry Form.............  The notes will be issued only in book-entry form
                              and will be represented by permanent global
                              certificates deposited with a custodian for and
                              registered in the name of a nominee of The
                              Depository Trust Company, commonly known as DTC,
                              in New York, New York. Beneficial interests in
                              any of the securities will be shown on, and
                              transfers will be effected only through, records
                              maintained by DTC and its direct and indirect
                              participants and any beneficial interest may not
                              be exchanged for certificated securities, except
                              in limited circumstances. See "Description of
                              Notes and Support Obligations--Book-Entry System".

                                       6
<PAGE>

                                  RISK FACTORS

   You should carefully consider the following factors and other information in
this prospectus before deciding to purchase any notes.

We may not have the ability to raise the funds necessary to repurchase the
notes following a change in control or at your option.

   On May 15, 2004, May 15, 2006, May 15, 2011 and May 15, 2016, and upon the
occurrence of a change in control of Verizon Communications, you may require us
to repurchase your notes. However, it is possible that we would not have
sufficient funds available in the time period specified. See "Description of
Notes and Support Obligations--Repurchase Right" and "--Change in Control".

The amount you must include in your income for United States federal income tax
purposes will exceed the amount of cash interest you receive.

   You have agreed with us to treat your notes as contingent payment debt
instruments. As a result, despite some uncertainty as to the proper application
of the applicable Treasury Regulations, you will be required to include in your
gross income each year amounts of interest in excess of the cash yield to
maturity of the notes. You will recognize gain or loss on the sale of a note,
repurchase by us of a note at our option, conversion of a note or redemption of
a note in an amount equal to the difference between the amount realized on the
sale, repurchase by us at your option, conversion or redemption, including the
fair market value of any common stock of Verizon Communications received upon
conversion or otherwise and your adjusted tax basis in the note. Any gain
recognized by you on the sale, repurchase by us at our option, conversion or
redemption of a note generally will be ordinary interest income; any loss will
be ordinary loss to the extent of the interest previously included in income
and, thereafter, capital loss. See "Certain United States Federal Income Tax
Considerations".

                                       7
<PAGE>

                      RATIOS OF EARNINGS TO FIXED CHARGES

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

                                             Years Ended
 Six Months                                   December 31
Ended June 30      -------------------------------------------------------------
    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 we nor Verizon Communications will receive any of the proceeds from
the sale of the notes or the common stock of Verizon Communications by the
selling securityholders.

                                       8
<PAGE>

                  DESCRIPTION OF NOTES AND SUPPORT OBLIGATIONS

   We issued the notes under an indenture among Verizon Communications, First
Union National Bank, as trustee, and us, referred to as the "original
indenture", as supplemented by the supplemental indenture dated as of May 15,
2001, among Verizon Communication, the trustee and us, referred to as the
"supplemental indenture," and together with the original indenture, the
"indenture". The indenture provides for the issuance from time to time of debt
securities in an unlimited dollar amount and an unlimited number of series.

   Verizon Communications has agreed to make all payments required under the
notes if we default on those payments under the indenture, as described under
"--Description of the Support Agreement".

   We have summarized selected provisions of the indenture, the support
agreement, the share contribution 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, the support agreement or the share
contribution agreement or all of the terms of the notes. You should read the
indenture, the support agreement, the share contribution agreement and the
notes for provisions that may be important to you. Copies of the indenture, the
support agreement and the share contribution agreement and the form of notes
are available for review at the corporate trust office of the trustee and may
also be obtained from us upon request.

General

   The notes are our senior unsecured obligations, are limited to an aggregate
principal amount at maturity of $5,442,079,000, subject to an upward adjustment
in the event there is an increased accretion rate, and rank equally with all of
our other unsecured and unsubordinated indebtedness. The notes will mature on
May 15, 2021.

   We issued the notes at a price to investors of $551.26 per note. We will not
pay cash interest on the notes unless an increased accretion rate is in effect
or we elect to do so following a tax event. The maturity value of each note will
exceed $1,000 in the event there is an increased accretion rate. The issue price
represents an accretion rate of 3% per annum. However, the notes may become
subject to an increased accretion rate. The notes are issued only in
denominations of $1,000 principal amount at maturity.

  You have the option to convert your notes into the common stock of Verizon
Communications, par value $0.10 per share, at a conversion rate of 7.9318 shares
of common stock of Verizon Communications per note. This is equivalent to an
initial conversion price of $69.50 per share of common stock of Verizon
Communications based on the price to the initial investors of the notes. The
conversion rate is subject to adjustment if some events occur. Upon conversion,
you will receive only whole shares of the common stock of Verizon Communications
and a cash payment to account for any fractional share. Verizon Communications
will include the potential dilutive effect of the shares of common stock of
Verizon Communications issuable on conversion in its diluted earnings per share
calculations only during the periods when all conditions are met for
you to convert the notes.

   You agree in the indenture, for U.S. federal income tax purposes, to treat
your notes as contingent payment debt instruments and to be bound by our
application of the Treasury Regulations that govern contingent payment debt
instruments, including our determination that the rate at which interest will
be considered to accrue for federal income tax purposes will be 7.51%,
compounded semi-annually, which is the rate comparable to the rate at which we
would borrow on a noncontingent, nonconvertible borrowing with terms and
conditions otherwise comparable to the notes, including the rank, term and
general market conditions. Accordingly, you are required to accrue interest on a
constant yield to maturity basis at that rate, with the result that you will
recognize taxable income significantly in excess of cash received while the
notes are outstanding. In addition, you will recognize ordinary income upon a
conversion of a note into the common stock of Verizon Communications equal to
the excess, if any, between the value of the stock received on the conversion
and your adjusted tax basis in the note. However, the proper application of the
regulations that govern contingent payment debt instruments to you is uncertain
in a number of respects, and if our treatment was successfully challenged by the
Internal Revenue Service, it might be determined that, among other differences,
you should have accrued interest income at a lower rate, should not have

                                      9
<PAGE>


recognized income or gain upon the conversion, or should not have recognized
ordinary income upon a taxable disposition of your note.


   YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE TAX TREATMENT OF THE NOTES
AND WHETHER A PURCHASE OF THE NOTES IS ADVISABLE IN LIGHT OF THE AGREED UPON
TAX TREATMENT AND YOUR PARTICULAR TAX SITUATION.

Ranking

   The notes are our unsecured and unsubordinated obligations and will rank
equally with all of our other unsecured and unsubordinated debt. Except as
described below under "Description of Notes and Support Obligations," 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.

Interest

   We will not pay cash interest on the notes unless an increased accretion
rate is in effect or we elect to do so following a tax event. Interest will be
based on a 360-day year comprised of twelve 30-day months, and will be payable
semi-annually on May 15 and November 15. If an increased accretion rate is in
effect for a semi-annual period, we will pay a portion of the increased
accretion rate as cash interest at the rate of 0.25% per annum, or 0.125% per
semi-annual period, of the applicable principal amount. Cash interest following
a tax event and our election to pay the interest in cash will be paid at a rate
equal to the accretion rate that would be in effect from time to time if we had
not elected to pay cash. The record date for the payment of cash interest to
registered holders of notes will be May 1 and November 1 of each year. We will
give notice to the registered holders of the notes, no later than 15 days prior
to each record date, of the amount of cash interest to be paid as of the next
interest payment date.

Conversion Rights

   Subject to the conditions described below, you may convert your notes into
shares of the common stock of Verizon Communications at a conversion ratio of
7.9318 shares of the common stock of Verizon Communications per $1,000
principal amount at maturity of notes, a conversion ratio equivalent to an
initial conversion price of $69.50 per share of common stock of Verizon
Communications. The conversion ratio and the equivalent conversion price of a
note in effect at any given time are referred to in this prospectus as the
applicable conversion ratio and the accreted conversion price respectively, and
will be subject to adjustment as described below. If a note has been called for
redemption, you will be entitled to convert your note from the date of notice
of the redemption until the close of business on the business day immediately
preceding the date of redemption. You may convert fewer than all of your notes
so long as your notes converted are an integral multiple of $1,000 principal
amount at maturity, subject to an upward adjustment in the event there is an
increased accretion rate.

   You may surrender your notes for conversion into the common stock of Verizon
Communications prior to maturity under the circumstances described below under
"--Conversion Upon Satisfaction of Market Price Condition", "--Conversion Upon
Satisfaction of Trading Price Condition", "--Conversion Upon Notice of
Redemption" and "--Conversion Upon Specified Corporate Transactions".

 Conversion Upon Satisfaction of Market Price Condition

   During any quarterly conversion period, if the closing sales price of the
common stock of Verizon Communications for at least 20 trading days in the 30
consecutive trading days ending on the first day of the quarterly conversion
period is more than the applicable percentage of the accreted conversion price
on the first day of that conversion period, then you may surrender your notes
for conversion into the common stock of Verizon Communications prior to
maturity. A "quarterly conversion period" will be the period from and including
the 12th trading day in a fiscal quarter of Verizon Communications to but not
including the 12th trading day in the immediately following fiscal quarter of
Verizon Communications.

                                       10
<PAGE>

   The conversion agent, First Union National Bank, will, on our behalf,
determine if the notes are convertible and notify us and the trustee.

 Conversion Upon Satisfaction of Trading Price Condition

   During the five business day period following the ten business days after
any nine consecutive trading day period in which the trading price for the
notes for each day of that period was less than 95% of the product of the
closing sales price of the common stock of Verizon Communications multiplied by
the number of shares into which a note is convertible for that period,
otherwise know as the "95% trading exception", then you may surrender your
notes for conversion into the common stock of Verizon Communications prior to
maturity. However, if at the time of conversion pursuant the 95% trading
exception, the closing sales price of the common stock of Verizon
Communications is greater than 100% of the accreted conversion price but equal
to or less than the applicable percentage of the accreted conversion price,
then you will receive, instead of the common stock of Verizon Communications
based on the applicable conversion rate, cash or the common stock of Verizon
Communications or a combination of both, at our option, with a value equal to
the accreted principal amount of the notes on the conversion date, otherwise
known as the "accreted value conversion".

   In the event we choose to pay in the common stock of Verizon Communications
or a combination of cash and the common stock of Verizon Communications in the
case of an accreted value conversion, the common stock of Verizon Communications
will be valued at the average closing sales price for the five trading days
ending on the third trading day prior to the date of conversion. If we elect to
pay all or a portion of the accreted principal amount upon an accreted value
conversion in the common stock of Verizon Communications, we must notify you not
less than nine trading days prior to the beginning of the five business day
period in which you can convert pursuant to an accreted value conversion.

   The "trading price" of the notes on any date of determination means the
average of the secondary market bid quotations per note obtained by the
conversion agent for $10,000,000 principal amount at maturity of the notes at
approximately 3:30 p.m., New York City time, on that determination date from
three independent nationally recognized securities dealers we select, provided
that if at least three bids cannot reasonably be obtained by the conversion
agent, but two bids are obtained, then the average of the two bids will be
used, and if only one bid can reasonably be obtained by the conversion agent,
this one bid will be used. If the conversion agent cannot reasonably obtain at
least one bid for $10,000,000 principal amount at maturity of the notes from a
nationally recognized securities dealer or, in our reasonable judgment, the bid
quotations are not indicative of the secondary market value of the notes, then
the trading price of the notes will be considered to equal (a) the then-
applicable conversion rate of the notes multiplied by (b) the closing price on
the New York Stock Exchange of the common stock of Verizon Communications on the
determination date.

   The conversion agent has no obligation to determine the trading prices of the
notes unless requested by us. We have no obligation to make a request to
determine the trading prices of the notes unless a holder of notes provides us
with reasonable evidence that the trading price of the notes would be less than
95% of the product of the closing sales price of the common stock of Verizon
Communications and the number of shares into which the notes are convertible; at
which time, we will instruct the conversion agent to determine the trading price
of the notes beginning on the next trading day and on each successive trading
day until the trading price is greater than or equal to 95% of the product of
the closing sales price of the common stock of Verizon Communications and the
number of shares into which the notes are convertible.

Conversion Upon Notice of Redemption

   You may surrender for conversion any of your notes called for redemption at
any time following receipt of a notice of redemption until the close of business
one business day prior to the redemption date, even if the notes are not
otherwise convertible at that time. If you have already delivered a purchase
notice or a change in control purchase notice for a note, however, you may not
surrender that note for conversion until you have withdrawn the notice in
accordance with the indenture.
                                      11
<PAGE>

 Conversion Upon Specified Corporate Transactions

   Even if the market price condition described above has not occurred, if
Verizon Communications elects to:

  .  distribute to all holders of the common stock of Verizon Communications
     certain rights entitling them to purchase, for a period expiring within
     60 days, the common stock of Verizon Communications at less than the
     quoted price at the time, or

  .  distribute to all holders of the common stock of Verizon Communications,
     Verizon Communications' assets, debt securities or certain rights to
     purchase its securities, which distribution has a per share value
     exceeding 15% of the closing price of the common stock of Verizon
     Communications on the day preceding the declaration date for that
     distribution,

we must notify holders of notes at least 20 days prior to the ex-dividend date
for that distribution. Once we have given a notice, you may surrender your
notes for conversion at any time until the earlier of close of business on the
business day prior to the ex-dividend date or our announcement that the
distribution will not take place. No adjustment to your ability to convert will
be made if you will otherwise participate in the distribution without
conversion.

   In addition, if Verizon Communications is a party to a consolidation,
merger or binding share exchange pursuant to which the common stock of Verizon
Communications would be converted into cash, securities or other property, you
may surrender notes for conversion at any time from and after the date which
is 15 days prior to the anticipated effective date of the transaction until 15
days after the actual date of that transaction. If Verizon Communications is a
party to a consolidation, merger or binding share exchange pursuant to which
the common stock of Verizon Communications is converted into cash, securities
or other property, then at the effective time of the transaction, the right to
convert a note into Verizon Communications common stock will be changed into a
right to convert it into the kind and amount of cash, securities and other
property which you would have received if you had converted your notes
immediately prior to the transaction. If the transaction also constitutes a
change in control, you can require us to repurchase all or a portion of your
notes as described under "--Change in Control".

 Additional Conversion Information

   The conversion rate is 7.9318 shares of common stock of Verizon
Communications for each note and is subject to adjustment as described below.
This is equivalent to an initial conversion price of $69.50 per share of common
stock of Verizon Communications based on the issue price of the notes. You will
not receive any cash payment representing any accrued interest upon conversion
of a note, except any accrued and unpaid cash interest which is payable as a
result of an increased accretion rate. Additionally, you will not receive
fractional shares upon conversion of the notes. Instead, upon conversion we will
deliver to you a fixed number of shares of common stock and a cash payment to
account for fractional shares. The cash payment for fractional shares will be
based on the closing price of common stock of Verizon Communications on the
trading day immediately prior to the conversion date. Delivery of the common
stock of Verizon Communications will be considered to satisfy our obligation to
pay the principal amount of the notes, including accrued cash interest. Accrued
cash interest will be considered paid in full rather than canceled, extinguished
or forfeited. We will not adjust the conversion ratio to account for the accrued
cash interest.

   If you wish to exercise your conversion right, you must deliver an
irrevocable conversion notice, together, if the notes have been issued in
certificated form, with the note certificate, to the conversion agent. The first
day on which the conversion agent receives all of the required documentation is
the "conversion date". As soon as practicable after the conversion date, the
conversion agent will deliver certificates to you for the whole shares of
Verizon Communications common stock and cash for any fractional shares. The
person in whose name the certificate is registered will be treated as the
securityholder of record as of the close of business on the conversion date. You
may obtain copies of the required form of the conversion notice from the
conversion agent.

                                      12
<PAGE>

Upon a conversion, based on our treatment of the notes for U.S. federal
income tax purposes, you would be required to recognize ordinary income upon a
conversion of a note into the common stock of Verizon Communications equal to
the excess, if any, between the value of the stock received on the conversion
and your adjusted tax basis in the note. For a more detailed discussion, see
"Certain United States Federal Income Tax Consequences".

   If you submit a note for conversion after we have exercised our option to
pay cash interest instead of accruing interest following a tax event or if we
are required to make a cash payment pursuant to an interest adjustment between
a record date and the opening of business on the next interest payment date,
you must pay us an amount equal to the interest payable on the converted
principal amount. You are not required to pay this amount on notes or portions
of notes called for redemption on a redemption date occurring during the period
from the close of business on a record date and ending on the opening of
business on the first business day after the next interest payment date, or if
this interest payment date is not a business day, the second business day after
the interest payment date.

 Adjustments to Conversion Rate

   The conversion rate will be subject to adjustment only upon the following
events:

  .  the payment of dividends and other distributions to all holders of the
     common stock of Verizon Communications on the common stock of Verizon
     Communications payable exclusively in the common stock of Verizon
     Communications;

  .  the issuance to all holders of the common stock of Verizon
     Communications of rights or warrants that allow the holders of the
     common stock of Verizon Communications to purchase the common stock of
     Verizon Communications at less than the current market price; provided
     that no adjustment will be made if you may participate in the
     transaction on a basis and with notice that Verizon Communications'
     board of directors determines to be fair and appropriate or in some
     other cases;

  .  subdivisions or combinations of the common stock of Verizon
     Communications;

  .  the payment of dividends and other distributions to all holders of the
     common stock of Verizon Communications consisting of evidences of
     Verizon Communications' indebtedness, securities, capital stock or
     assets, except for dividends and other distributions paid in cash and
     those rights or warrants referred to in the next paragraph relating to
     stockholders rights plans, provided that no adjustment will be made if
     you may participate in the transactions;

  .  the payment to holders of the common stock of Verizon Communications for a
     tender or exchange offer, other than an odd-lot offer, by Verizon
     Communications or any of its subsidiaries for the common stock of Verizon
     Communications to the extent that the offer involves aggregate
     consideration that, together with (1) any cash and the fair market value of
     any other consideration payable for any tender offer by Verizon
     Communications or any of its subsidiaries for shares of the common stock of
     Verizon Communications consummated within the preceding 12 months not
     triggering a conversion price adjustment and (2) all-cash distributions to
     all or substantially all stockholders made within the preceding 12 months
     not triggering a conversion price adjustment, exceeds an amount equal to
     15% of the market capitalization of the common stock of Verizon
     Communications on the expiration date of the tender offer; and

  .  the distribution to all or substantially all stockholders of all-cash
     distributions in an aggregate amount that, together with (1) any cash
     and the fair market value of any other consideration payable for any tender
     offer by Verizon Communications or any of its subsidiaries for shares of
     the common stock of Verizon Communications consummated within the preceding
     12 months not triggering a conversion price adjustment and (2) all other
     all-cash distributions to all or substantially all stockholders made within
     the preceding 12 months not triggering a conversion price adjustment,

                                            13
<PAGE>

    exceeds an amount equal to 15% of the market capitalization of the common
    stock of Verizon Communications on the business day immediately preceding
    the day on which Verizon Communications declares the distribution.

   If Verizon Communications were to adopt a stockholders rights plan under
which it issued rights providing that each share of the common stock of Verizon
Communications issued upon conversion of the notes at any time prior to the
distribution of separate certificates representing the rights will be entitled
to receive the rights, there shall not be any adjustment to the conversion rate
as a result of:

  .  the issuance of the rights;

  .  the distribution of separate certificates representing the rights;

  .  the exercise or redemption of the rights in accordance with any rights
     agreement; or

  .  the termination or invalidation of the rights.

   We may increase the conversion rate as permitted by law for at least 20
days, so long as the increase is irrevocable during the period. No adjustment
in the accreted conversion price will be required unless the adjustment would
require an increase or decrease of at least 1% of the accreted conversion
price. If the adjustment is not made because the adjustment does not change the
accreted conversion price by more than 1%, then the adjustment that is not made
will be carried forward and taken into account in any future adjustment. Except
as specifically described above, the accreted conversion price will not be
subject to adjustment in the case of the issuance of any of the common stock of
Verizon Communications, or securities convertible into or exchangeable for the
common stock of Verizon Communications.

Redemption Rights

   On or after May 15, 2006, we may redeem for cash all or part of the notes at
any time, upon not less than 30 nor more than 60 days' notice by mail to
holders of notes, for a price equal to the then accreted principal amount plus
any accrued and unpaid cash interest to the redemption date.

   The table below shows redemption prices of notes at May 15, 2006, at each
following May 15 prior to maturity and the price at maturity on May 15, 2021,
assuming that neither an increased accretion rate nor a tax event occurs. The
prices reflect the accreted principal amount calculated through each date. The
redemption price of a note redeemed between these dates would include an
additional increase in the accreted principal amount accrued since the
immediately preceding date in the table to the actual redemption date.
<TABLE>
<CAPTION>
        Redemption Date                                      Interest   Price
        ---------------                                      -------- ----------
        <S>                                                  <C>      <C>
        May 15, 2006........................................ $ 88.50  $  639.76
        May 15, 2007........................................ $107.84  $  659.10
        May 15, 2008........................................ $127.76  $  679.02
        May 15, 2009........................................ $148.28  $  699.54
        May 15, 2010........................................ $169.43  $  720.69
        May 15, 2011........................................ $191.21  $  742.47
        May 15, 2012........................................ $213.65  $  764.91
        May 15, 2013........................................ $236.77  $  788.03
        May 15, 2014........................................ $260.59  $  811.85
        May 15, 2015........................................ $285.13  $  836.39
        May 15, 2016........................................ $310.41  $  861.67
        May 15, 2017........................................ $336.45  $  887.71
        May 15, 2018........................................ $363.28  $  914.54
        May 15, 2019........................................ $390.92  $  942.18
        May 15, 2020........................................ $419.40  $  970.66
        May 15, 2021 (maturity)............................. $448.74  $1,000.00
</TABLE>

                                      14
<PAGE>

If the trustee selects a portion of your notes for partial redemption and
you convert a portion of the same notes, the converted portion will be
considered to be from the portion selected for redemption. Each note will be
redeemed in whole.

Repurchase Right

   You have the right to require us to repurchase your notes on May 15, 2004,
May 15, 2006, May 15, 2011 and May 15, 2016. We will be required to repurchase
any outstanding notes for which you deliver a written purchase notice to the
paying agent. This notice must be delivered during the period beginning at any
time from the opening of business on the date that is 20 business days prior to
the relevant repurchase date until one business day prior to the relevant
repurchase date. Under the terms of the indenture, we will have the right to
pay the repurchase price of the notes at any time during the five business days
following the repurchase date. If the purchase notice is given and withdrawn
during the period, we will not be obligated to repurchase the related notes.
Our repurchase obligation will be subject to some additional conditions. Also,
our ability to satisfy our repurchase obligations may be affected by the
factors described in "Risk Factors" under the caption "We may not have the
ability to raise funds necessary to repurchase the notes following a change in
control or at your option."

   The repurchase price payable will be equal to the accreted principal amount
plus accrued and unpaid cash interest through the repurchase date. The
repurchase prices of a note, assuming that an increase in the accretion rate
does not occur, as of each of the repurchase dates will be:

  .  $602.77 per note on May 15, 2004;

  .  $639.76 per note on May 15, 2006;

  .  $742.47 per note on May 15, 2011; and

  .  $861.67 per note on May 15, 2016.

   We may choose to pay the repurchase price in cash or the common stock of
Verizon Communications, or a combination of both. For a discussion of your tax
treatment if you receive cash, the common stock of Verizon Communications or
any combination of the two, see "Certain United States Federal Income Tax
Consequences--Sale, Exchange, Conversion or Redemption".

   If we have previously exercised our option to pay cash interest instead of
accreting the principal amount of the notes following a tax event, the
repurchase price will be equal to the restated principal amount plus accrued
and unpaid interest through the repurchase date. See "--Tax Event".

   If we choose to pay the repurchase price in the common stock of Verizon
Communications or a combination of cash and the common stock of Verizon
Communications, we are required to give notice not less than 20 business days
prior to each repurchase date to you, if you are a holder of notes, at your
address shown in the register of the registrar, and to beneficial owners as
required by applicable law, stating among other things:

  .  whether we will pay the repurchase price of the notes in the common
     stock of Verizon Communications, or any combination of cash and the
     common stock of Verizon Communications, specifying the percentages of
     each;

  .  the method of calculating the price of the common stock of Verizon
     Communications; and

  .  the procedures that you must follow to require us to repurchase your
     notes.

   Simultaneously with our notice of repurchase, we will disseminate a press
release through Reuters Economic Services or Bloomberg Business News containing
this information or publish the information on our web site on the World Wide
Web or through any other public medium as we may use at that time.

                                       15
<PAGE>

If no notice is given of our election to pay the repurchase price in the common
stock of Verizon Communications or a combination of cash and the common stock of
Verizon Communications, we will pay the repurchase price with cash.

   Your notice electing to require us to repurchase your notes must state:

  .  if certificated notes have been issued, the notes certificate numbers,
     or if not certificated, the notice must comply with appropriate DTC
     procedures;

  .  the portion of the principal amount at maturity of the notes to be
     repurchased, in multiples of $1,000;

  .  that the notes are to be repurchased by us pursuant to the applicable
     provisions of the notes; and

  .  in the event we elect, pursuant to the notice that we are required to
     give, to pay the repurchase price in shares of the common stock of
     Verizon Communications, in whole or in part, but the repurchase price is
     ultimately to be paid to you entirely in cash because any of the
     conditions specified in the indenture to payment of the repurchase price
     or portion of the repurchase price in shares of the common stock of
     Verizon Communications is not satisfied prior to the close of business
     on the last day prior to the repurchase date, as described below,
     whether you elect:

    .  to withdraw the repurchase notice as to some or all of the notes to
       which it relates, or

    .  to receive cash for the entire repurchase price for all notes or portions
       of notes subject to the purchase notice.

   If you fail to make the election described in the final bullet point above,
you will be considered to have elected to receive cash for the entire repurchase
price for all notes subject to the repurchase notice in these circumstances. For
a discussion of your tax treatment if you receive cash instead of shares of
common stock of Verizon Communications, see "Certain United States Federal
Income Tax Consequences--Sale, Exchange, Conversion or Redemption".

  You may withdraw any purchase notice by a written notice of withdrawal
delivered to the paying agent prior to the close of business one business day
prior to the repurchase date. The notice of withdrawal must state:

  .  the principal amount at maturity of the withdrawn notes;

  .  if certificated notes have been issued, the certificate numbers of the
     withdrawn notes, or if not certificated, your notice must comply with
     appropriate DTC procedures; and

  .  the principal amount at maturity, if any, which remains subject to the
     purchase notice.

   If we elect to pay the repurchase price, in whole or in part, in shares of
the common stock of Verizon Communications, the number of shares to be
delivered by us will be equal to the portion of the repurchase price to be paid
in the common stock of Verizon Communications divided by the market price, as
defined below, of one share of the common stock of Verizon Communications as
determined by us in our purchase notice. The cash payment for fractional shares
will be based on the closing price of common stock of Verizon Communications on
the trading day immediately prior to the repurchase date.

   The "market price" means the average of the closing sales price of the
common stock of Verizon Communications for the five trading day period ending
on the third business day prior to the applicable repurchase date, if the third
business day prior to the applicable repurchase date is a trading day, or if
not, then on the last trading day prior to the third business day,
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of the trading days during the five trading day period
and ending on the repurchase date, of some events that would result in an
adjustment of the conversion rate.

                                       16
<PAGE>

Because the market price of the common stock of Verizon Communications is
determined prior to the applicable repurchase date, you bear the market risk
relating to the value of the common stock of Verizon Communications to be
received from the date the market price is determined to the repurchase date.
We may pay the repurchase price or any portion of the repurchase price in
shares of common stock of Verizon Communications only if the information
necessary to calculate the market price is published in a daily newspaper of
national circulation or other widely disseminated public source.

   Upon determination of the actual number of shares of common stock of Verizon
Communications to be paid upon repurchase of the notes, we will disseminate a
press release through Reuters Economic Services or Bloomberg Business News
containing this information or publish the information on our web site on the
World Wide Web or through any other public medium as we may use at that time.

   You must either effect book-entry transfer or deliver your notes, together
with necessary endorsements, to the office of the paying agent after delivery
of the repurchase notice to receive payment of the repurchase price. You will
receive payment of the repurchase price no later than five business days after
the repurchase date.

Change in Control

   If a change in control, as defined below, occurs, you will have the right,
at your option, to require us to repurchase all of your notes not previously
called for redemption, or any portion of the principal amount of your notes
that is equal to $1,000 or an integral multiple of $1,000. The price we are
required to pay is equal to the accreted principal amount plus any accrued and
unpaid cash interest.

   Within 30 days after the occurrence of a change in control, we must
give to holders of notes notice of the change in control and of the repurchase
right arising as a result of the change in control. We must also deliver a copy
of this notice to the trustee. To exercise the repurchase right, you must
deliver on or before the 30th day after the date of our notice, irrevocable
written notice to the trustee of the exercise by you of your repurchase right,
together with your notes for which the right is being exercised. We are required
to repurchase the notes on the date that is 45 days after the date of our
notice.

   A change in control will be considered to have occurred at the time after the
notes are originally issued that any of the following occurs:

  .  any person, including any syndicate or group considered to be a "person"
     under Section 13(d)(3) of the Exchange Act, acquires beneficial
     ownership, directly or indirectly, through a purchase, merger or other
     acquisition transaction or series of transactions, of the common stock
     of Verizon Communications entitling the person to exercise 50% or more
     of the total voting power of all common stock of Verizon Communications
     that is entitled to vote generally in elections of directors, other than
     an acquisition by Verizon Communications, any of its subsidiaries or any
     of its employee benefit plans; or

  .  Verizon Communications merges or consolidates with or into any other
     person, any merger of another person into Verizon Communications, or
     Verizon Communications conveys, sells, transfers or leases all or
     substantially all of its assets to another person, other than any
     transaction:

    .  that does not result in any reclassification, conversion, exchange
       or cancellation of outstanding common stock of Verizon
       Communications;

    .  pursuant to which the holders of the common stock of Verizon
       Communications immediately prior to the transaction have the
       entitlement to exercise, directly or indirectly, 50% or more of the
       total voting power of all the common stock of Verizon Communications
       entitled to vote generally in the election of directors of the
       continuing or surviving corporation immediately after the
       transaction; or

    .  which is effected solely to change the jurisdiction of incorporation
       of Verizon Communications and results in a reclassification,
       conversion or exchange of outstanding shares of the common stock of
       Verizon Communications solely into the common stock of the surviving
       corporation.

   However, a change in control will not be considered to have occurred if
 either:

                                       17
<PAGE>

  .  the closing sales price per share of the common stock of Verizon
     Communications for any five trading days within the period of 10
     consecutive trading days ending immediately after the later of the
     change in control or the public announcement of the change in control, in
     the case of a change in control relating to an acquisition of capital
     stock, or the period of 10 consecutive trading days ending immediately
     before the change in control, in the case of change in control relating to
     a merger, consolidation or asset sale, equals or exceeds 105% of the
     accreted conversion price of the notes in effect on each of those trading
     days or

  .  all of the consideration in a merger or consolidation otherwise
     constituting a change in control, other than cash payments not to exceed
     5% of the total value of the merger or consolidation, excluding cash
     payments for fractional shares and cash payments made pursuant to
     dissenters' appraisal rights, consists of shares of common stock traded
     on a national securities exchange or quoted on the Nasdaq National
     Market, or shares of common stock which will be traded or quoted
     immediately following the merger or consolidation, and as a result of
     the merger or consolidation the notes become convertible into the
     common stock of the surviving corporation.

   For purposes of these provisions:

  .  the conversion price is equal to the accreted principal amount divided
     by the applicable conversion rate;

  .  whether a person is a "beneficial owner" will be determined in
     accordance with Rule 13d-3 under the Exchange Act; and

  .  "person" includes any syndicate or group that would be considered to be a
     "person" under Section 13(d)(3) of the Exchange Act.

   The foregoing provisions would not necessarily provide you with protection
if Verizon Communications is involved in a highly leveraged or other
transaction that may adversely affect you.

   If a change in control occurred, we may not have sufficient funds
available in the time period specified to repurchase the notes upon a change
in control. See "Risk Factors" under the caption "We may not have the ability
to raise the funds necessary to repurchase the notes following a change in
control or at your option." In addition, Verizon Communications has, and may
in the future incur, other indebtedness with similar change in control
provisions permitting its holders to accelerate or to require us to repurchase
our indebtedness upon the occurrence of similar events or on some specified
dates. If we fail to repurchase the notes when required following a change in
control, we will be in default under the indenture.

Interest Adjustment

   Beginning on May 15, 2004, if the closing sales price of the common stock
of Verizon Communications is equal to or less than 60% of the accreted
conversion price of the notes for any 20 trading days out of the last 30
consecutive trading days ending three business days prior to any May 15 or
November 15, then the accretion rate on the notes for the semi-annual period
commencing on that date will be subject to an increased accretion rate equal
to the applicable per annum reset rate in effect at that time. Any increased
accretion rate made pursuant to this provision will remain in effect until the
next succeeding May 15 or November 15 when the closing sales price of the
common stock of Verizon Communications is not equal to or less than 60% of the
accreted conversion price of the notes for any 20 trading days out of the last
30 consecutive trading days ending three business days prior to that date, at
which time the accretion rate will revert to 3%. The reset rate will be
established by the reset rate agent as of each reset rate determination date.
The "reset rate determination date" shall be the date three business days
preceding each of:

 .   May 15, 2004, in which case the reset rate will be the two-year reset
     rate;

  .  May 15, 2006, in which case the reset rate will be the five-year reset
     rate;

  .  May 15, 2008, in which case the reset rate will be the two-year reset
     rate;

                                      18
<PAGE>

  .  November 15, 2009, in which case the reset rate will be the one-year
     reset rate;

  .  May 15, 2011, in which case the reset rate will be the five-year reset
     rate;

  .  May 15, 2013, in which case the reset rate will be the two-year reset
     rate;

  .  November 15, 2014, in which case the reset rate will be the one-year
     reset rate;

  .  May 15, 2016, in which case the reset rate will be the five-year reset
     rate;

  .  May 15, 2018, in which case the reset rate will be the two-year reset
     rate; and

  .  November 15, 2019, in which case the reset rate will be the one-year
     reset rate.

   The reset rate determined as of each reset rate determination date will be
equal to the rate that would, in the sole judgment of the reset rate agent,
result in a trading price of par of our hypothetical issue of senior,
nonconvertible, noncontingent, fixed rate debt securities with:

  .  a final maturity equal to, in the case of the five-year reset rate, five
     years; in the case of the two-year reset rate, two years; and in the
     case of the one-year reset rate, one year;

  .  an aggregate principal amount equal to the accreted principal amount of
     the notes; and

  .  covenants and other provisions that are, insofar as would be practicable
     for an issue of senior, nonconvertible, fixed-rate debt securities,
     substantially identical to those of the notes.

   In no case, however, will the reset rate ever be greater than 11% or less
than 3%. Also, if the reset rate agent has not established the reset rate for
the applicable semi-annual period, or if the reset rate agent determines in its
sole judgment that there is no suitable reference rate from which the reset
rate may be determined, the reset rate for that period will be the reset rate
most recently determined (except if there is no reset rate most recently
determined, in which case the reset rate shall be a rate mutually agreed upon
by the reset rate agent and us reflecting current market conditions), that
reset rate to remain in effect until the reset rate agent determines that there
is a suitable reference rate at which time the reset rate agent shall determine
a new reset rate for the period ending on the next reset rate determination
date. The applicable per annum reset rate for a note that is subject to an
increased accretion rate shall be determined as to any period for which that
increase is applicable as follows in each case until a new reset rate is in
effect:

  .  effective May 15, 2004, the applicable per annum reset rate on the note
     will be the two-year reset rate established on the reset rate
     determination date three business days preceding May 15, 2004;

  .  effective May 15, 2006, the applicable per annum reset rate on the note
     will be the five-year reset rate established on the reset rate
     determination date three business days preceding May 15, 2006;

  .  effective May 15, 2010 the applicable per annum reset rate on the note
     will be the one-year reset rate established on the reset rate
     determination date three business days preceding November 15, 2009;

  .  effective May 15, 2011 the applicable per annum reset rate on the note
     will be the five-year reset rate established on the reset rate
     determination date three business days preceding May 15, 2011;

  .  effective May 15, 2015, the applicable per annum reset rate on the note
     will be the one-year reset rate established on the reset rate
     determination date three business days preceding November 15, 2014;

  .  effective May 15, 2016, the applicable per annum reset rate on the note
     will be the five-year reset rate established on the reset rate
     determination date three business days preceding May 15, 2016; and

  .  effective May 15, 2020, the applicable per annum reset rate on the Note
     will be the one-year reset rate established on the reset rate
     determination date three business days preceding November 15, 2019.

                                       19
<PAGE>

   Notwithstanding the foregoing:

  .  if a note first becomes subject to an increased accretion rate, or first
     becomes subject to an increased accretion rate following a reversion of
     the accretion rate to 3%, on or after May 15, 2008, but not later than
     November 15, 2009, the initial reset rate will be the two-year reset
     rate established on the reset rate determination date three business
     days preceding May 15, 2008 and thereafter the applicable reset rate
     will be determined in accordance with the prior sentence;

  .  if a note first becomes subject to an increased accretion rate, or first
     becomes subject to an increased accretion rate following a reversion of
     the accretion rate to 3%, on or after May 15, 2013, but not later than
     November 15, 2014, the initial reset rate will be the two-year reset
     rate established on the reset rate determination date three business
     days preceding May 15, 2013 and thereafter the applicable reset rate
     will be determined in accordance with the prior sentence; and

  .  if a note first becomes subject to an upward adjustment of accretion
     rate, or first becomes subject to an upward adjustment following a
     reversion of the accretion rate to 3%, on or after May 15, 2018, but not
     later than November 15, 2019, the initial reset rate will be the two-
     year reset rate established on the reset rate determination date three
     business days preceding May 15, 2018 and thereafter the applicable reset
     rate will be determined in accordance with the prior sentence.

   If an increased accretion rate is in effect for a particular semi-annual
period, we will pay a portion of the increased accretion rate as cash interest
at an annualized rate of 0.25%, or 0.125% per semi-annual period, of the
applicable principal amount.

   In the event of an increased accretion rate, we will pay cash interest on
each May 15 or November 15 to holders of record on the preceding May 1 or
November 1, as the case may be. Cash interest will be determined on the basis
of a 360-day year, consisting of twelve 30-day months.

   In the event of an increased accretion rate, the accreted principal amount
of the notes will increase at a rate greater than the initial accretion rate,
and the maturity value of the notes will exceed their initial maturity value of
$1,000. The redemption and repurchase prices set forth in the tables below will
also increase.

   The "closing sales price" of the common stock of Verizon Communications on
any date means the closing per share sale price, or if no closing sales price
is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average asked prices, on
that date as reported in composite transactions for the principal U.S.
securities exchange on which the common stock of Verizon Communications is
traded or, if the common stock of Verizon Communications is not listed on a
U.S. national or regional securities exchange, as reported by the Nasdaq
system.

   In the event of an increased accretion rate, we will disseminate a press
release through Reuters Economic Services or Bloomberg Business News containing
this information or publish the information on our web site on the World Wide
Web or through any other public medium as we may use at that time.

 Reset Rate Agent; Determinations Conclusive

   We will appoint a reset rate agent. For the determination of the reset rate,
the reset rate agent shall seek indicative reference rates from three
nationally recognized investment banks. The determination of any reset rate
will be conclusive and binding upon the reset rate agent, Verizon
Communications, us, the trustee and you, in the absence of manifest error.

   The reset rate agent may be removed at any time by us giving at least sixty
days' written notice to the reset rate agent. The reset rate agent may resign
at any time upon giving at least thirty days' written notice.

Tax Event

   We can elect to pay cash interest on the notes from and after the date a tax
event, as defined below, occurs instead of accreting the principal amount of
the notes. If that happens, the principal amount on which we pay interest will
be restated and will be equal to the accreted principal amount as of the day of
restatement. This restated principal amount will be the amount due at maturity.
If we elect this option, interest will be based on a 360-day year comprised of
twelve 30-day months. Interest will accrue from our option exercise date and
will be payable semi-annually in arrears on May 15 and November 15, each, an
"interest payment date"; provided in the event we exercise our option to
commence paying cash interest as of a date less than 60 days prior to any
interest payment date, the first payment of cash interest shall be made on the
interest payment date next succeeding that interest payment date.

                                       20
<PAGE>

   The term "tax event" means the receipt by us of an opinion of a nationally
recognized independent tax counsel experienced in those matters to the effect
that, as a result of:

  .  any amendment to or change, including any announced prospective change,
     which will not include a proposed change, in the laws, or any
     regulations under the laws, of the United States or any political
     subdivision or taxing authority of the United States or any political
     subdivision, provided that a tax event will not occur more than 90 days
     before the effective date of any prospective change in those laws or
     regulations; or

  .  any judicial decision or official administrative pronouncement, ruling,
     regulatory procedure, notice or announcement, including any notice or
     announcement of intent to adopt those procedures or regulations, an
     "administrative action"; or

  .  any amendment to or change in the administrative position or
     interpretation of any administrative action or judicial decision that
     differs from the previously generally accepted position, in each case,
     by any legislative body, court, governmental agency or regulatory body,
     irrespective of the manner in which that amendment or change is made
     known, which amendment or change is effective, or that administrative
     action or decision is announced, in each case, on or after the date of
     original issuance of the note;

there is more than an insubstantial risk that interest payable on the note,
including original issue discount and any interest payable pursuant to an
increased accretion rate, either:

  .  would not be deductible on a current accrual basis; or

  .  would not be deductible under any other method, in whole or in part, by
     us for United States federal income tax purposes.

Restrictions

 Lien on assets

   If we mortgage, pledge or otherwise subject to any lien the whole or any
part of any property or assets which we now own or acquire in the future, then
we will secure the notes and any of our other 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 the 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:

  .  purchase-money mortgages or liens;

  .  liens on any property or asset that existed at the time when we acquired
     the property or asset;

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

  .  any deposit or pledge with any governmental agency required to qualify
     us to conduct our business, or any part of our business, or to entitle
     us 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;

  .  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

  .  any mortgage, pledge or lien on any property or asset of any of our
     affiliates, including, without limitation, Verizon Communications, even
     if the affiliate may have acquired that property or asset from us.

 Limitation on merger, consolidation and sales of assets

   Neither we nor Verizon Communications may consolidate with or merge into any
other entity or convey, transfer or lease substantially all of our or its
properties and assets to any person, and neither we nor Verizon

                                       21
<PAGE>

Communications may permit any person to consolidate with or merge into us or it
or convey, transfer or lease substantially all of our or its properties and
assets to any person, unless:

  .  in the event we or Verizon Communications consolidate or merge into
     another person or convey, transfer or lease substantially all of our or
     its properties and assets to another person, the successor assumes by
     supplemental indenture the obligations of its predecessor;

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

  .  if, as a result of any consolidation or merger or conveyance, transfer
     or lease described in this covenant, our properties or assets 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, we or that 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.

   In case we or Verizon Communications consolidate or merge into another
person or convey, transfer or lease substantially all of our or its properties
and assets to another person, that person will be our or Verizon
Communications' successor, and we 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.

Events of Default

   The following are events of default for the notes:

  .  our failure for 90 days to pay when due any cash interest on the notes
     in the event there is an increased accretion rate in effect or after we
     elect to pay cash interest on the notes following a tax event;

  .  our failure to pay principal on the notes, or after we elect to pay cash
     interest on the notes following a tax event, the restated principal
     amount, when due, whether at maturity, by declaration, when called for
     redemption, when required to be purchased by you or otherwise;

  .  our failure to perform, or breach of, any covenant or warranty in the
     notes or in the indenture and applicable to the notes for 90 days after
     notice to us and Verizon Communications by the trustee or by holders of
     at least 25% in principal amount of the outstanding notes; and

  .  some events involving bankruptcy, insolvency or reorganization of
     Verizon Communications or us.

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

   In order for you to initiate proceedings for a remedy under the indenture,
25% in principal amount of the outstanding notes must first give notice to us
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, you may
initiate a proceeding as long as you do not adversely affect the rights of any
other holders of notes.

   The holders of a majority in principal amount of the outstanding notes may
rescind a declaration of acceleration relating to that series if we or Verizon
Communications have 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, besides the failure to pay principal due solely because of
the declaration of acceleration, have been cured or waived.

                                       22
<PAGE>

   If we default on the payment of any installment of interest on the notes and
fail to cure the default within 90 days, or if we default on the payment of
principal of the notes when it becomes due, then the trustee may require us to
pay all amounts due to the trustee on the notes, with interest on the overdue
principal, interest or any premium payments, in addition to the expenses of
collection.

Notices

   The trustee is required to give notice to holders of the notes of a default,
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 holders of the notes until at least 60 days after the
occurrence of that 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 of notes,
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.

 Waiver

   The holders of a majority in principal amount of the outstanding notes may
waive any past default or event of default 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 of notes.

Rights and duties of the trustee

   The holders of a majority in principal amount of outstanding notes may
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee for the notes or exercising any trust or other power
conferred on the trustee for the notes. The trustee may decline to follow that
direction if it would involve the trustee in personal liability or would be
illegal. 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. The trustee is not obligated to exercise any of its
rights or powers under the indenture at your request or direction unless you
have offered to the trustee reasonable security or indemnity.

  The trustee is entitled, in the absence of bad faith on its part, to rely on
an officer's certificate from us or Verizon Communications before taking action
under the indenture.

Supplemental indentures

 Supplemental indentures not requiring your consent

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

 Supplemental indentures requiring your consent

   With the consent of the holders of more than a majority in principal amount
of the outstanding notes, the indenture permits us, Verizon Communications and
the trustee to supplement or modify in any way the terms of the indenture for
that series or your rights. However, without the consent of each holder of
notes, we, Verizon Communications and the trustee may not:

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

  .  reduce the rate of or change the time for payment of interest in any
     note;

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<PAGE>

  .  reduce or alter the method of computation of any amount payable upon
     redemption, repayment or repurchase of any note by us (or the time when
     the redemption, repayment or purchase may be made);

  .  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;

  .  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;

  .  modify any provisions of the support agreement or share contribution
     agreement except as described under "Supplemental indentures not
     requiring your consent" above; or

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

Description of the Support Agreement

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

  .  own directly or indirectly all of our voting capital stock issued and
     outstanding at any time;

  .  make sure that we maintain at all times a positive tangible net worth,
     as determined in accordance with generally accepted accounting
     principles;

  .  provide us with any funds we need to make any timely payment of
     principal, interest or any premium on the notes, if we cannot obtain
     funds from other sources on commercially reasonable terms.

   Neither we nor Verizon Communications can terminate the support agreement
until all of the debt supported by the support agreement, including the notes,
has been paid in full. Neither we nor Verizon Communications can amend the
support agreement in any way that adversely affects your rights unless you
consent in writing.

   If we fail or refuse to take timely action to enforce our rights under the
support agreement or if we default 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. In no
event will you have recourse under the terms of the support agreement to or
against the stock or assets of Verizon Services Corp., Telecom Corporation of
New Zealand Limited or any operating telephone company 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 June 30, 2001, Verizon Communications' assets not subject to the
exclusion described in the preceding paragraph had a book value of
approximately $68.4 billion. Verizon Communications is a holding company, and
therefore, its right and the right of its creditors (including you), to realize
upon the assets of any subsidiary of Verizon Communications, whether following
any liquidation or reorganization of that subsidiary, or otherwise, are subject
to prior claims of creditors of that subsidiary, except to the extent that
claims of Verizon Communications itself as a creditor of a subsidiary may be
recognized.

Description of the Share Contribution Agreement

   Under a share contribution agreement with Verizon Communications dated May
15, 2001, Verizon Communications has agreed to provide us with any shares of
the common stock of Verizon Communications necessary to satisfy the conversion
requirements under the notes.

                                       24
<PAGE>

   Neither we nor Verizon Communications can terminate the share contribution
agreement until all of the notes have been paid in full. Neither we nor Verizon
Communications can amend the share contribution agreement in any way that
adversely affects your rights unless you consent in writing.

   If we fail or refuse to take timely action to enforce our rights under the
share contribution agreement or if we default in the timely delivery of the
common stock of Verizon Communications upon conversion of the notes into the
common stock of Verizon Communications, you have the right to proceed directly
against Verizon Communications to enforce the rights under the share
contribution agreement in order to convert the notes into the common stock of
Verizon Communications.

Concerning the Trustee

   First Union National Bank is the trustee, registrar, paying agent and
conversion agent.

   We, Verizon Communications and affiliates of Verizon Communications maintain
banking relationships in the ordinary course of business with the trustee. The
trustee also serves as trustee or paying agent for various debt issues by us
and other affiliates of Verizon Communications.

Limitations of Claims in Bankruptcy

   If we or Verizon Communications is the subject of a bankruptcy proceeding,
your claim is, under Title 11 of the United States Code, limited to the issue
price of the notes plus accrued interest from the date of issue to the
commencement of the proceeding.

Governing Law

   The indenture and the notes are governed by, and construed in accordance
with, the law of the State of New York.

Form, Exchange, Registration and Transfer

   We have agreed to issue the notes only in book-entry form, without interest
coupons. We will not charge a service charge for any registration of transfer
or exchange of the notes. We may, however, require the payment of any tax or
other governmental charge payable for that registration.

   Notes will be exchangeable for other notes, for the same total principal
amount and for the same terms but in different authorized denominations in
accordance with the indenture. You may present notes for registration of
transfer at the office of the security registrar or any transfer agent we
designate. The security registrar or transfer agent will effect the transfer or
exchange when it is satisfied with the documents of title and identity of the
person making the request.

   We have appointed the trustee as security registrar for the notes. We may at
any time rescind that designation or approve a change in the location through
which any registrar acts. We are required to maintain an office or agency for
transfers and exchanges in each place of payment. We may at any time designate
additional registrars for the notes.

   In the case of any redemption, the security registrar will not be required
to register the transfer or exchange of any notes either:

  .  during a period beginning 15 business days prior to the mailing of the
     relevant notice of redemption and ending on the close of business on the
     day of mailing of the notice, or

  .  if the notes have been called for redemption in whole or in part, except
     the unredeemed portion of any notes being redeemed in part.

                                       25
<PAGE>

Payment and Paying Agents

   Payments on the notes will be made in U.S. dollars at the office of the
trustee. At our option, however, we may make payments by check mailed to your
registered address or, for global notes, by wire transfer. We will
make interest payments to the person in whose name the notes is registered at
the close of business on the record date for the interest payment.

   The trustee is our paying agent for payments on notes. We
may at any time designate additional paying agents or rescind the designation
of any paying agent or approve a change in the office through which any paying
agent acts.

Notices

   Except as otherwise described herein, we will give notice to registered
holders of the notes by mail to the addresses as they appear in the security
register. Notices will be considered to have been given on the date of their
mailing.

Replacement of Notes

   We will replace any of your notes that become mutilated, destroyed, stolen
or lost at your expense upon delivery to the trustee of your mutilated notes or
evidence of the loss, theft or destruction satisfactory to us and the trustee.
In the case of a lost, stolen or destroyed notes, indemnity satisfactory to the
trustee and us may be required at your expense before a replacement note will
be issued.

Book-Entry System

   The notes will be represented by global securities. Each global security will
be deposited with, or on behalf of, DTC and be registered in the name of a
nominee of DTC. Except under circumstances described below, the notes will not
be issued in definitive form.

  Upon the issuance of a global security, DTC will credit on its book-entry
registration and transfer system the accounts of persons designated by the
underwriter with the respective principal amounts of the notes represented by
the global security. Ownership of beneficial interests in a global security
will be limited to persons that have accounts with DTC or its nominee,
otherwise known as participants, or persons that may hold interests through
participants. Ownership of beneficial interests in a global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by DTC or its nominee (with respect to interests of persons
other than participants). The laws of some states require that some purchasers
of securities take physical delivery of the securities in definitive form. Those
limits and laws may impair the ability to transfer beneficial interests in
a global security.

  So long as DTC or its nominee is the registered owner of a global security,
DTC or its nominee, as the case may be, will be considered the sole owner or
holder of notes represented by that global security for all purposes under the
indenture. Except as provided below, owners of beneficial interests in a global
security will not be entitled to have notes represented by that global security
registered in their names, will not receive or be entitled to receive physical
delivery of notes in definitive form and will not be considered the owners or
holders of the notes under the indenture. Principal and interest payments, if
any, on notes registered in the name of DTC or its nominee will be made to DTC
or its nominee, as the case may be, as the registered owner of the relevant
global security. Neither we, Verizon Communications, the trustee, any paying
agent nor the registrar for the notes will have any responsibility or liability
for any aspect of the records relating to the payments made on account of
beneficial interests in a global security or for maintaining, supervising or
reviewing any records relating to the beneficial interests.

   We expect that DTC or its nominee, upon receipt of any payment of principal
or interest, if any, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in

                                       26
<PAGE>

interest in the principal amount of the relevant global security as shown on the
records of DTC or its nominee. We also expect that payments by participants to
owners of beneficial interests in a global security held through these
participants will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of the
participants.

   If DTC is at any time unwilling or unable to continue as a depositary and a
successor depositary is not appointed by us within 90 days, we will issue notes
in definitive form in exchange for the entire global security for the notes. In
addition, we may at any time and in our sole discretion determine not to have
notes represented by a global security and, in that event, will issue notes in
definitive form in exchange for the entire global security relating to the
notes. In that instance, an owner of a beneficial interest in a global
security will be entitled to physical delivery in definitive form of notes
represented by the global security equal in principal amount to the beneficial
interest and to have the notes registered in its name. Notes so issued in
definitive form will be issued as registered notes in denominations of $1,000
and multiples of $1,000, unless otherwise specified by us.

                                       27
<PAGE>

               DESCRIPTION OF VERIZON COMMUNICATIONS COMMON STOCK

Authorized Capital Stock

   Verizon Communications' certificate of incorporation provides authority to
issue up to 4,500,000,000 shares of stock of all classes, of which
4,250,000,000 are shares of common stock, $0.10 par value per share, and
250,000,000 are shares of series preferred stock, $0.10 par value per share.

Common Stock

   Subject to any preferential rights of the series preferred stock, holders of
shares of common stock of Verizon Communications are entitled to receive
dividends on that stock out of assets legally available for distribution when,
as and if authorized and declared by the board of directors and to share
ratably in the assets of Verizon Communications legally available for
distribution to its shareholders in the event of its liquidation, dissolution
or winding-up. Verizon Communications may pay any dividend or make any
distribution of assets on shares of common stock until cumulative dividends on
shares of series preferred stock then outstanding, if any, having dividend or
distribution rights senior to the common stock have been paid.

   Holders of common stock are entitled to one vote per share on all matters
voted on generally by the shareholders, including the election of directors. In
addition, the holders of common stock possess all voting power except as
otherwise required by law or except as provided for any series of
series preferred stock. Verizon Communications' certificate of incorporation
does not provide for cumulative voting for the election of directors.

Series Preferred Stock

   Verizon Communications' board of directors is authorized at any time to
provide for the issuance of all or any shares of the series preferred stock in
one or more classes or series, and to fix for each class or series voting
powers, full or limited, or no voting powers, and distinctive designations,
preferences and relative, participating, optional or other special rights and
any qualifications, limitations or restrictions, as shall be stated and
expressed in the resolution or resolutions adopted by the board of directors
providing for the issuance of the class or series and to the fullest extent as
may be permitted by Delaware law. This authority includes, but is not limited
to, the authority to provide that any class or series be:

  .  subject to redemption at a specified time or times and at a specified
     price or prices;

  .  entitled to receive dividends (which may be cumulative or non-
     cumulative) at rates, on conditions, and at times, and payable in
     preference to, or in relation to, the dividends payable on any other
     class or classes or any other series;

  .  entitled to rights upon the dissolution of, or upon any distribution of
     the assets of, Verizon Communications; or

  .  convertible into, or exchangeable for, shares of any class or classes of
     stock, or other securities or property, of Verizon Communications at a
     specified price or prices or at specified rates of exchange and with any
     adjustments; all as the board of directors determines by resolution.

   As of the date of this prospectus, no shares of preferred stock are
outstanding.

Preemptive Rights

   No holder of any shares of any class of stock of Verizon Communications has
any preemptive or preferential right to acquire or subscribe for any unissued
shares of any class of stock or any authorized securities convertible into or
carrying any right, option or warrant to subscribe for or acquire shares of any
class of stock.

Transfer Agent and Registrar

   The principal transfer agent and registrar for the common stock of Verizon
Communications is Fleet National Bank.

                                       28
<PAGE>

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

   This discussion describes the material United States federal income tax
consequences to you of owning the notes and has been reviewed by Weil, Gotshal
& Manges LLP, special tax counsel to Verizon Communications. It applies to you
only if you hold your notes as capital assets for United States federal income
tax purposes. This section does not apply to you if you are a member of a class
of holders subject to special rules, such as:

  .  a dealer in securities or currencies,

  .  a trader in securities that elects to use a mark-to-market method of
     accounting for your securities holdings,

  .  a bank, an insurance company or other financial institution,

  .  a tax-exempt organization,

  .  a person treated as a partnership for United States federal income tax
     purposes or a partner thereof,

  .  a person that owns notes that are a hedge or that are hedged against
     interest rate risks,

  .  a person that owns notes as part of a straddle, conversion or other risk
     reduction transaction for United States federal income tax purposes, or

  .  a person whose functional currency for United States federal income tax
     purposes is not the U.S. dollar.

   The summary below does not address all of the tax consequences that may be
relevant to you. In particular, it does not address:

  .  the U.S. federal estate, gift or alternative minimum tax consequences of
     the purchase, ownership or disposition of the notes,

  .  state, local or foreign tax consequences of the purchase, ownership or
     disposition of the notes, or

  .  federal, state, local or foreign tax consequences of owning or disposing
     of the common stock of Verizon Communications.

   This discussion is based on the Internal Revenue Code of 1986, as amended,
the Treasury Regulations promulgated under the Internal Revenue Code of 1986
and administrative and judicial interpretation of the Internal Revenue Code of
1986 and the Treasury Regulations, all as of the date of this prospectus, and
all of which are subject to differing interpretations and to change, possibly
on a retroactive basis.

   No statutory, administrative or judicial authority directly addresses the
treatment of the notes or instruments similar to the notes for United States
federal income tax purposes. No rulings have been sought or are expected to be
sought from the Internal Revenue Service, commonly known as the IRS, with
respect to any of the United States federal income tax consequences discussed
below, and no assurance can be given that the IRS will not take contrary
positions. As a result, no assurance can be given that the IRS will agree with
the tax characterizations and the tax consequences described below.

   We urge you to consult your tax advisors with respect to the tax
consequences to you of the purchase, ownership and disposition of the notes and
shares of the common stock of Verizon Communications in light of your own
particular circumstances, including the tax consequences under state, local,
foreign and other tax laws and the possible effects of changes in United States
federal or other tax laws.


                                       29
<PAGE>

Classification of the Notes

   Pursuant to the terms of the indenture, you agree, for United States federal
income tax purposes, to treat your notes as indebtedness for United States
federal income tax purposes subject to the regulations governing contingent
payment debt instruments and to be bound by our application of those
regulations to the notes, including our determination of the rate at which
interest will be deemed to accrue on the notes for United States federal income
tax purposes. The remainder of this discussion assumes that the notes will be
treated in accordance with that agreement and our determinations. However,
there is some uncertainty as to the proper application of the Treasury
Regulations governing contingent payment debt instruments to you, and no
assurance can be given that the IRS will not assert that the notes should be
treated differently or that such an assertion would not prevail. Such treatment
could affect the amount, timing and character of income, gain or loss in
respect of an investment in the notes. In particular, it might be determined
that you should have accrued interest income at a lower rate, should not have
recognized ordinary income upon the conversion, and should have recognized
capital gain or loss upon a taxable disposition of its notes.

U.S. Holders of Notes

   This discussion applies to U.S. holders of notes.

   You are a U.S. holder of notes if you are a beneficial owner of a note and
you are, for United States federal income tax purposes:

  .  a citizen or resident of the United States,

  .  a domestic corporation,

  .  an estate whose income is subject to United States federal income tax
     regardless of its source, or

  .  a trust if a United States court can exercise primary supervision over
     the trust's administration and one or more United States persons are
     authorized to control all substantial decisions of the trust.

   You are a non-U.S. holder of notes, and should see "Treatment of Non-U.S.
Holders of Notes" below, if you are a beneficial owner of a note and you are,
for United States federal income tax purposes:

  .  a nonresident alien individual (other than an expatriate),

  .  a foreign corporation, or

  .  a foreign estate or trust that is not subject to United States federal
     income taxation on its worldwide income.

Accrual of Interest on the Notes

   Under the rules governing contingent payment debt obligations, a U.S. holder
of notes generally will be required to accrue interest income on the notes, in
the amounts described below, regardless of whether the U.S. holder of notes
uses the cash or accrual method of tax accounting. Accordingly, U.S. holders of
notes will likely be required to include interest in taxable income in each
year in excess of the stated yield to maturity of the notes and in excess of
any contingent interest payments actually received in that year.

   A U.S. holder of notes must accrue an amount of original issue discount as
ordinary income for United States federal income tax purposes, for each accrual
period prior to and including the maturity date of the notes that equals:

  .  the product of (i) the adjusted issue price (as defined below) of the
     notes as of the beginning of the accrual period, and (ii) the comparable
     yield (as defined below) of the notes, adjusted for the length of the
     accrual period;

  .  divided by the number of days in the accrual period; and

  .  multiplied by the number of days during the accrual period that the U.S.
     holder of notes held the notes.

                                       30
<PAGE>

   The issue price of a note is the first price at which a substantial amount
of the notes was sold to the public, excluding bond houses, brokers or similar
persons or organizations acting in the capacity of underwriters, placement
agents or wholesalers. The adjusted issue price of a note is its issue price
increased by any interest income previously accrued, determined without regard
to any adjustments to interest accruals described below, and decreased by the
amount of any projected payments actually made with respect to the notes.

   Under the rules governing contingent payment debt obligations, we were
required to establish the "comparable yield" for the notes. We determined that
the comparable yield for the notes is the annual yield we would incur, as of the
initial issue date, on a fixed rate nonconvertible debt security with no
contingent payments, but with terms and conditions otherwise comparable to those
of the notes including the rank, term and general market conditions, but
excluding any adjustments for liquidity or the riskiness of the contingencies
with respect to the notes. Accordingly, we determined the comparable yield to be
7.51% compounded semi-annually.

   We are required to provide to U.S. holders of notes, solely for United
Stated federal income tax purposes, a schedule of the projected amounts of
payments on the notes. This schedule must produce the comparable yield. Our
determination of the projected payment schedule for the notes includes
estimates for payments of contingent interest and an estimate for a payment at
maturity taking into account the conversion feature. U.S. holders of notes may
obtain the projected payment schedule by submitting a written request for it to
Verizon Communications at the address set forth in "Where You Can Find More
Information".

   THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS ARE NOT
DETERMINED FOR ANY PURPOSE OTHER THAN FOR THE DETERMINATION OF INTEREST
ACCRUALS AND ADJUSTMENTS THEREOF IN RESPECT OF THE NOTES OF A U.S. HOLDER OF
NOTES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AND DO NOT CONSTITUTE A
PROJECTION OR REPRESENTATION REGARDING THE ACTUAL AMOUNTS PAYABLE TO U.S.
HOLDERS OF NOTES.

 Adjustments to Interest Accruals on the Notes

   If a U.S. holder of notes receives actual payments with respect to the notes
in a taxable year that in the aggregate exceed the total amount of projected
payments for that taxable year, the U.S. holder of notes would incur a "net
positive adjustment" equal to the amount of such excess. The U.S. holder of
notes would treat the "net positive adjustment" as additional interest income
for the taxable year. For this purpose, the payments in a taxable year include
the fair market value of property received in that year.

   If a U.S. holder of notes receives actual payments with respect to the notes
in a taxable year that in the aggregate are less than the amount of the
projected payments for that taxable year, the U.S. holder of notes would incur
a "net negative adjustment" equal to the amount of such deficit. This
adjustment would (a) reduce the interest income on the notes of the U.S. holder
of notes for that taxable year, and (b) to the extent of any excess after the
application of (a), give rise to an ordinary loss to the extent of the interest
income on the notes of the U.S. holder of notes during prior taxable years,
reduced to the extent such interest was offset by prior net negative
adjustments.

Discount or Premium

   A U.S. holder of notes that acquires a note after its initial issuance is
required to accrue original issue discount for United States federal income tax
purposes based upon the original projected payment schedule as if the note had
been acquired directly from us. However, except to the extent described in the
third paragraph below as to notes that are deemed to be "exchange listed", a
U.S. holder of notes must allocate any difference between the holder's cost
basis and the then adjusted issue price of the note to the projected payments
over the remaining term of the note on some reasonable basis, taking into
account then applicable interest rates and changes in the projected value of the
common stock of Verizon Communications. Such allocation is not done on a daily
basis, as generally would be the case, at least for premium, on non-contingent
original issue discount obligations.

   Thus, if a U.S. holder of notes acquired a note after its initial issuance at
an amount that was less than the note's then adjusted issue price, a U.S. holder
of notes would be required to allocate the "discount" among the projected
payments to be made on the note. The portion of the discount allocated to a
projected payment would be treated as a positive adjustment on the date the
projected payment was scheduled to be made. Likewise, a U.S. holder's adjusted
basis in the note would be increased by the amount of the positive adjustment.

   On the other hand, if a U.S. holder of notes acquired a note after its
initial issuance at an amount that exceeded the note's then adjusted issue
price, the amount of the "premium" allocated to a projected payment is treated
as a negative adjustment on the date the payment was scheduled to be made and,
correspondingly, a U.S holder's adjusted basis in the note is reduced by the
amount of the negative adjustment.

                                      31
<PAGE>

   Finally, if the note at the time of a U.S. holder's acquisition is deemed to
be "exchange listed property" then, instead of allocating the discount or
premium to projected payments, a U.S. holder of notes generally would be
permitted, but not required, unless any other method was unreasonable, to
allocate the discount or premium pro-rata to the accrual of original issue
discount. Notes will be considered exchange listed if they are listed on either
a national securities exchange or an interdealer quotation system sponsored by a
national securities association.

Sale, Exchange, Conversion or Redemption

   Generally, the sale or exchange of a note, or the redemption of a note for
cash, will result in taxable gain or loss to a U.S. holder of notes. In
addition, as described above, our calculation of the comparable yield and the
schedule of projected payments for the notes includes the receipt of stock upon
conversion of a note into the common stock of Verizon Communications as a
contingent payment with respect to the notes. Accordingly, we intend to treat
the receipt of the common stock of Verizon Communications by a U.S. holder of
notes upon the conversion of a note, or upon the redemption of a note where we
elect to pay in the common stock of Verizon Communications, as a contingent
payment. As described above, you are generally bound by our determination of
the comparable yield and the schedule of projected payments. Under this
treatment, a sale or exchange, or such a conversion or redemption, also will
result in taxable gain or loss to the U.S. holder of notes. The amount of gain
or loss on a taxable sale, exchange, conversion or redemption will equal the
difference between (a) the amount of cash plus the fair market value of any
other property received by the U.S. holder of notes, including the fair market
value of the common stock of Verizon Communications received, and (b) the
adjusted tax basis in the notes of the U.S. holder of notes. The adjusted tax
basis in a note of a U.S. holder of notes generally will equal the original
purchase price for the note of the U.S. holder of notes, increased by any
original issue discount previously accrued by the U.S. holder of notes
(determined without regard to any positive or negative adjustments to interest
accruals described above), and decreased by the amount of any projected payments
actually made on the note. Gain recognized upon a sale, exchange, conversion or
redemption of a note generally will be treated as ordinary interest income; any
loss will be ordinary loss to the extent of interest previously included in
income and, thereafter, capital loss (which will be long-term if the note is
held for more than one year). The deductibility of net capital losses is subject
to limitations.

   The tax basis of a U.S. holder of notes in the common stock of Verizon
Communications received upon a conversion of a note or upon your exercise of a
right to require us to purchase your notes that we elect to pay in the common
stock of Verizon Communications will equal the then current fair market value
of the common stock of Verizon Communications. The holding period of the U.S.
holder of notes for such common stock received will commence on the day after
the date of conversion or redemption.

Constructive Dividends

   If at any time Verizon Communications makes a distribution of property to
its stockholders that would be taxable to the stockholders as a dividend for
United States federal income tax purposes and, in accordance with the anti-
dilution provisions of the notes, the conversion rate of the notes is
increased, such increase may be deemed to be the payment of a taxable dividend
to you.

Treatment of Non-U.S. Holders of Notes

   The rules governing United States federal income taxation of non-U.S.
holders of notes are complex and no attempt will be made in this prospectus to
provide more than a summary of such rules. We urge non-U.S. holders of notes to
consult with their tax advisors to determine the effect of United States
federal, state, local and foreign income tax laws, as well as treaties, with
regard to an investment in the notes and the common stock of Verizon
Communications, including any reporting requirements.

 Payments Made With Respect to the Notes

   The 30% United States federal withholding tax will not apply to any payment
to a non-U.S. holder of notes of principal or interest (including amounts taken
into income as interest under the accrual rules described above under "--U.S.

                                       32
<PAGE>

Holders of Notes" and amounts attributable to the common stock of Verizon
Communications received upon a conversion of the notes) on, or of any gain
realized on a sale or exchange of notes, provided that: (i) the non-U.S. holder
of notes does not own, actually or constructively, 10% or more of the total
combined voting power of all classes of stock of Verizon Communications
entitled to vote, (ii) the non-U.S. holder of notes is not a controlled foreign
corporation related, directly, indirectly or constructively, to us through
stock ownership; (iii) the non-U.S. holder of notes is not a bank which
acquired the notes in consideration for an extension of credit made pursuant to
a loan agreement entered into in the ordinary course of business; (iv) the
common stock of Verizon Communications continues to be actively traded within
the meaning of Section 871(h)(4)(C)(v)(l) of the Internal Revenue Code; and (v)
either (a) the beneficial owner of notes certifies to us or its paying agent on
IRS Form W-8BEN, under penalties or perjury, that it is not a United States
person and provides its name, address and certain other information or (b) the
beneficial owner holds its notes through certain foreign intermediaries or
certain foreign partnerships and such holder of notes satisfies certain
certification requirements.

   If the non-U.S. holder of notes cannot satisfy the requirements described
above, payments of interest (including amounts taken into income under the
accrual rules described above under "-U.S. Holders of Notes" and amounts
attributable to the common stock of Verizon Communications received upon a
conversion of the notes) will be subject to the 30% United States federal
withholding tax unless the non-U.S. holder of notes provides us with a properly
executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or
reduction in withholding under an applicable tax treaty or (2) IRS Form W-8ECI
(or successor form) stating that interest paid on the notes is not subject to
withholding tax because it is effectively connected with the conduct of a trade
or business by the non-U.S. holder of notes in the United States.

   If a non-U.S. holder of notes is engaged in a trade or business in the
United States, and if interest on the notes is effectively connected with the
conduct of such trade or business, the non-U.S. holder of notes, although
exempt from the withholding tax discussed in the preceding paragraphs, will
generally be subject to regular United States federal income tax on interest
and on any gain realized on the sale or exchange of the notes in the same
manner as if it were a U.S. holder of notes. Such a non-U.S. holder of notes
will be required to provide to the withholding agent a properly executed IRS
Form W-8ECI (or successor form) in order to claim an exemption from withholding
tax. In addition, if such a non-U.S. holder of notes is a foreign corporation,
such non-U.S. holder of notes may be subject to a branch profits tax equal to
30% (or such lower tax rate provided by an applicable treaty) of its
effectively connected earnings and profits for the taxable year, subject to
certain adjustments.

Back-Up Withholding and Information Reporting

 U.S. Holders of Notes

   Payments of interest (including original issue discount) on the notes, or
dividends made by Verizon Communications on its common stock, or the proceeds
of the sale or other disposition of the notes (including upon maturity or
conversion) or shares of the common stock of Verizon Communications, may be
subject to information reporting and United States federal backup withholding
tax if the recipient of such payment fails to supply an accurate taxpayer
identification number or otherwise fails to comply with applicable United States
information reporting or certification requirements. Any amount withheld from a
payment to a U.S. holder of notes under the backup withholding rules is
allowable as a credit against the holder's United States federal income tax,
provided that the required information is furnished to the IRS.

   Non-exempt U.S. holders of notes may be subject to information reporting
with respect to certain reportable payments, including payments of principal
and interest on the notes and the proceeds of the sale or other disposition of
the notes. we will report to the U.S. holders of notes and to the IRS the
amount of any reportable payments for each calendar year.

 Non-U.S. Holders of Notes

   A non-U.S. holder of notes may be required to comply with certification
procedures to establish that the holder is not a U.S. person in order to avoid
backup withholding tax requirements with respect to our payments of principal
and interest, including cash payments in respect of original issue discount on
the notes, or the proceeds of the sale or other disposition of the notes.

                                       33
<PAGE>

Tax Event

   The modification of the terms of the notes by us upon a tax event could
possibly alter the timing of income recognition by you with respect to the
payments of interest due after any such modification occurs.

   THE PROPER TAX TREATMENT OF A HOLDER OF NOTES IS UNCERTAIN. AS A RESULT, YOU
ARE URGED TO CONSULT YOUR TAX ADVISORS REGARDING THE UNITED STATES FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES AND
WHETHER AN INVESTMENT IN THE NOTES IS ADVISABLE IN LIGHT OF THE AGREED UPON TAX
TREATMENT AND YOUR PARTICULAR TAX SITUATION.

                            SELLING SECURITYHOLDERS

   The notes were originally issued by us, supported as to payment of principal
and interest by Verizon Communications and sold by Goldman, Sachs & Co. and
Credit Suisse First Boston Corporation, the "initial purchasers", in a
transaction exempt from the registration requirements of the Securities Act to
persons reasonably believed by the initial purchasers to be "qualified
institutional buyers" as defined by Rule 144A under the Securities Act. The
selling securityholders may from time to time offer and sell pursuant to this
prospectus any or all of the notes listed below and the common stock of Verizon
Communications issued upon purchase by us or conversion, of the notes. When we
refer to the "selling securityholders" in this prospectus, we mean those
persons listed in the table below or in any prospectus supplement, as well as
the pledgees, donees, assignees, transferees, successors and others who later
hold any of the selling securityholders' interests.

   The table below sets forth the name of each selling securityholder, the
principal amount at maturity of notes that each selling securityholder may
offer pursuant to this prospectus and the number of shares of the common stock
of Verizon Communications into which the notes are convertible. Unless set
forth below, none of the selling securityholders has, or within the past three
years has had, any material relationship with us or any of our predecessors or
affiliates.

   We have prepared the table below based on information given to us by the
selling securityholders on or prior to November 7, 2001. However, any or all
of the notes or the common stock of Verizon Communications listed below may be
offered for sale pursuant to this prospectus by the selling securityholders from
time to time. Accordingly, no estimate can be given as to the amounts of notes
or the common stock of Verizon Communications that will be held by the selling
securityholders upon consummation of any sales. In addition, the selling
securityholders listed in the table below may have acquired, sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act, some or all of their notes since the date as of which the
information in the table is presented.


  Information about the selling securityholders may change over time. Any
changed information will be set forth in prospectus supplements. From time to
time, additional information concerning ownership of the notes and the common
stock of Verizon Communications may rest with holders of notes or the common
stock of Verizon Communications not named in the table below and of whom we are
unaware.

                                       34
<PAGE>


<TABLE>
<CAPTION>
                                                                                                        Shares of
                                                                            Aggregate                    Verizon      Percentage of
                                                                         Principal Amount             Communications    Verizon
                                                                          at Maturity of  Percentage   Common Stock  Communications
                                                                          Notes that May   of Notes      that May     Common Stock
                                                                              be Sold     Outstanding   be Sold(1)   Outstanding (2)
                                                                         ---------------- ----------- -------------- ---------------
<S>                                                                      <C>              <C>         <C>            <C>
1976 Distribution Trust FBO A.R. Lauder/Zinterhofer...................           11,000        *               87           *
1976 Distribution Trust FBO Jane A Lauder.............................           22,000        *              174           *
2000 Revocable Trust FBO A.R. Lauder/Zinterhofer......................           11,000        *               87           *
ABC Limited...........................................................          215,000        *            1,705           *
Acacia Life Insurance Company.........................................          400,000        *            3,172           *
AFTRA HEALTH FUND.....................................................          750,000        *            5,948           *
AIG SoundShore Holdings Ltd...........................................       13,604,000        *          107,904           *
AIG SoundShore Opportunity Holding Fund Ltd...........................       16,854,000        *          133,682           *
AIG SoundShore Strategic Holding Fund Ltd.............................       10,792,000        *           85,599           *
AIG/National Union Fire Insurance.....................................        1,400,000        *           11,104           *
Allstate Insurance Company............................................       13,800,000        *          109,458           *
Allstate Life Insurance Company.......................................       23,275,000        *          184,612           *
Aloha Airlines Non-Pilots Pension Trust...............................          175,000        *            1,388           *
Aloha Pilots Retirement Trust.........................................          100,000        *              793           *
ALPHA U.S. Sub Fund VIII, LLC.........................................        4,500,000        *           35,693           *
Amaranth LLC..........................................................       18,000,000        *          142,772           *
American Fidelity Assurance Company...................................          450,000        *            3,569           *
American Motorist Insurance Corporation...............................          859,000        *            6,813           *
Amerisure Companies/Michigan Mutual Insurance Company.................          700,000        *            5,552           *
Ameritas Life Insurance Company.......................................          875,000        *            6,940           *
Amerus Life Insurance Co. (Amerus Multi-Fund Convertible Account).....          525,000        *            4,164           *
Arapahoe County Colorado..............................................           83,000        *              658           *
Argent Classic Convertible Fund L.P...................................        5,000,000        *           39,659           *
Argent Convertible Arbitrage Fund Ltd.................................        9,000,000        *           71,386           *
Aristeia International Limited........................................       50,670,000        *          401,904           *
Aristeia Partners, L.P................................................       12,330,000        *           97,799           *
Arkansas PERS.........................................................        1,900,000        *           15,070           *
Asset Insurance CO. LTD-PRP...........................................          650,000        *            5,155           *
Bank Julius Baer & Co. Ltd............................................        2,500,000        *           19,829           *
Bank of America NA....................................................      144,500,000       2.7       1,146,145           *
Banc of America Securities LLC........................................       13,500,000        *          107,079           *
Banque de Luxembourg..................................................          380,000        *            3,014           *
Banque Privee Edmond De Rothschild S.A. Geneva........................          200,000        *            1,586           *
Bay County PERS.......................................................          250,000        *            1,982           *
Bear, Stearns & Co. Inc...............................................       59,000,000       1.1         467,976           *
Bear, Stearns International Limited...................................       40,000,000        *          317,272           *
Black Diamond Capital I, Ltd..........................................          886,000        *            7,027           *
Black Diamond Convertible Offshore LDC................................        5,000,000        *           39,659           *
Black Diamond Offshore Ltd............................................        2,406,000        *           19,083           *
Blue Cross Blue Shield of Florida.....................................        9,300,000        *           73,765           *
BN Convertible Securities Top Fund....................................          810,000        *            6,424           *
Boilermakers Blacksmith Pension Trust.................................        2,450,000        *           19,432           *
British Virgin Islands Social Security Board..........................           64,000        *              507           *
BTES-Convertible ARB..................................................        2,000,000        *           15,863           *
BTPO-Growth Vs Value..................................................        4,000,000        *           31,727           *
C&H Sugar Company, Inc................................................          250,000        *            1,982           *
California Public Employees' Retirement System........................       29,600,000        *          234,781           *
California State Auto Association Inter-Insurance.....................          850,000        *            6,742           *
California State Auto Association Retirement Pension..................          175,000        *            1,388           *
Canyon Capital Arbitrage Master Hedge Fund, Ltd.......................        1,000,000        *            7,931           *
Canyon Value Realization Fund (Cayman), Ltd...........................        3,000,000        *           23,795           *
CapitalCare, Inc......................................................          175,000        *            1,388           *
Captive FXD Income FD-PERFORMA........................................        1,085,000        *            8,606           *
CareFirst of Maryland, Inc............................................          500,000        *            3,965           *
CCI Investment Company Ltd............................................           70,000        *              555           *
CFFX/LLC..............................................................       30,000,000        *          237,954           *
Charitable Convertible Securities Fund................................        4,225,000        *           33,511           *
Charitable Income Fund................................................          640,000        *            5,076           *
Chicago Standards INS CO LTD..........................................           95,000        *              753           *
Citi SAM Fund-Ltd.....................................................        3,000,000        *           23,795           *

</TABLE>

                                      35

<PAGE>


<TABLE>
<S>                                                                         <C>               <C>       <C>                <C>
Citicorp Life Insurance Company.......................................           61,000        *              483           *
City of Birmingham Retirement & Relief System.........................        1,500,000        *           11,897           *
City of New Orleans...................................................          343,000        *            2,720           *
Commonwealth Professional Assurance Company...........................          530,000        *            4,203           *
Conseco Annuity Assurance-Multi Bucket Annuity Conv. Bond Fund........       21,500,000        *          170,533           *
Conseco Fund Group-Conseco Conv. Securities Fund......................        1,000,000        *            7,931           *
Credit Industriel d'Alsace Lorraine...................................       46,000,000        *          364,862           *
Daimler Chrysler Corp. EMP#1 Pension Plan Dtd 4/1/89..................       11,430,000        *           90,660           *
Deephaven Domestic Convertible Trading Ltd............................      163,500,000       3.0       1,296,849           *
Dexia Money + GETEC...................................................       20,000,000        *          158,636           *
Dexia World Convertible...............................................          550,000        *            4,362           *
Dorinco Reinsurance Company...........................................        2,000,000        *           15,863           *
Double Black Diamond Offshore LDC.....................................       11,131,000        *           88,288           *
Drury University......................................................           70,000        *              555           *
Duke Endowment........................................................          675,000        *            5,353           *
Eagle Pacific Insurance Company.......................................          525,000        *            4,164           *
EB Convertible Sec. Fd................................................        4,400,000        *           34,899           *
Enron North America Corp..............................................        7,500,000        *           59,488           *
Farmers Mutual Protective Association.................................          250,000        *            1,982           *
Field Fdn of Illinois.................................................          200,000        *            1,586           *
First Union International Capital Markets Inc.........................       25,000,000        *          198,295           *
First Union National Bank.............................................      208,000,000       3.8       1,649,814           *
First Union Securities Inc............................................       43,500,000        *          345,033           *
Forest Alternative Strategies II......................................          970,000        *            7,693           *
Forest Fulcrum Fund L.L.P.............................................       11,843,000        *           93,936           *
Forest Global Convertible Fund A5.....................................       60,592,000       1.1         480,603           *
Franklin and Marshall College.........................................          710,000        *            5,631           *
FreeState Health Plan, Inc............................................          125,000        *              991           *
Froley Revy Investment Convertible Security Fund......................          275,000        *            2,181           *
Gaia Offshore Master Fund Ltd.........................................       19,000,000        *          150,704           *
GE Pension Trust......................................................        5,423,000        *           43,014           *
Gencorp Foundation....................................................          160,000        *            1,269           *
Genesee County Employees' Retirement System...........................          650,000        *            5,155           *
GLG Global Convertible Fund...........................................       13,600,000        *          107,872           *
GLG Global Convertible UCITS Fund.....................................       12,400,000        *           98,354           *
GLG Market Neutral Fund...............................................          500,000        *            3,965           *
Global Bermuda Limited Partnership....................................       14,500,000        *          115,011           *
Goldman Sachs and Company.............................................      113,460,000       2.1         899,942           *
Grady Hospital Foundation.............................................          180,000        *            1,427           *
Granville Capital Corporation.........................................       35,500,000        *          281,578           *
Group Hospitalization and Medical Services, Inc.......................          525,000        *            4,164           *
Hamilton Partners Limited.............................................       34,000,000        *          269,681           *
Hannover Life Reassurance Company of America..........................        1,600,000        *           12,690           *
Hawaiian Airlines Employees Pension Plan-IAM..........................           80,000        *              634           *
Hawaiian Airlines Pension Plan for Salaried Employee's................           15,000        *              118           *
Hawaiian Airlines Pilots Retirement Plan..............................          160,000        *            1,269           *
HBK Master Fund L.P...................................................      322,500,000       5.9       2,558,005           *
Health Foundation of Greater Cincinnati...............................          700,000        *            5,552           *
HealthNow New York, Inc...............................................          250,000        *            1,982           *
HFR Zazove Master Trust...............................................          600,000        *            4,759           *
IL Annuity Life Insurance Co..........................................       13,975,000        *          110,846           *
IMF Convertible Fund..................................................          600,000        *            4,759           *
Independence Blue Cross...............................................          768,000        *            6,091           *
Innovest Finanzdienstleistungs........................................          878,000        *            6,964           *
Investcorp-SAM Fund Ltd...............................................        2,800,000        *           22,209           *
J.P. Morgan Securities Inc............................................       39,000,000        *          309,340           *
Jackson County Employees' Retirement System...........................          275,000        *            2,181           *
JMG Convertible Investments L.P.......................................       13,750,000        *          109,062           *
JMG Triton Offshore FD LTD............................................       13,750,000        *          109,062           *
KBC Financial Products (Cayman Islands) Ltd...........................      184,975,000       3.4       1,467,184           *
KBC Financial Products USA Inc........................................       13,000,000        *          103,113           *
Kenwood Insurance Co. Limited.........................................          580,000        *            4,600           *
Kerr-McGee Corporation................................................          925,000        *            7,336           *
Key Tr. Convertible Sec. Fd...........................................          690,000        *            5,472           *
Key Trust Fixed Income Fund...........................................        1,000,000        *            7,931           *
Lakeshore International Ltd...........................................       72,000,000       1.3         571,089           *
LB Series Fund, Inc. Income Portfolio.................................        4,000,000        *           31,727           *
LibertyView Fund LLC..................................................        1,000,000        *            7,931           *
LibertyView Funds L.P.................................................        4,500,000        *           35,693           *
LibertyView Global Volatility Fund L.P................................        4,500,000        *           35,693           *
Lincoln National Convertible Securities Fund..........................        4,500,000        *           35,693           *
LLT Limited...........................................................        2,860,000        *           22,684           *
Louisiana Workers' Compensation Corporation...........................        1,200,000        *            9,518           *
</TABLE>


                                      36

<PAGE>


<TABLE>
<S>                                                                         <C>               <C>       <C>                <C>
Lutheran Brotherhood..................................................       11,000,000        *           87,249           *
Lutheran Brotherhood Income Fund......................................        3,000,000        *           23,795           *
Lydian Overseas Partners Master Fund..................................       28,000,000        *          222,090           *
Lyxor Master Fund.....................................................       20,800,000        *          164,981           *
Macomb County Employees' Retirement System............................          850,000        *            6,742           *
Mainstay Convertible Fund.............................................       10,860,000        *           86,139           *
Mainstay VP Convertible Portfolio.....................................        2,920,000        *           23,160           *
Managed Assets Trust..................................................          700,000        *            5,552           *
McMahan Securities Co. L.P............................................        7,000,000        *           55,522           *
Med America Insurance.................................................        2,660,000        *           21,098           *
Med America New York Life Insurance...................................          725,000        *            5,750           *
Mellon Trust..........................................................        4,336,000        *           34,392           *
Merrill Lynch Insurance Group.........................................          931,000        *            7,384           *
Merrill Lynch Quantitative Advisors Convertible Securities Arbitrage..       44,500,000        *          352,965           *
MLQA Convertible Securities Arbitrage Ltd.............................       30,000,000        *          237,954           *
Morgan Stanley & Co., Inc.............................................       15,000,000        *          118,977           *
Municipal Employees...................................................          306,000        *            2,427           *
N.G.S.C. Insurance LTD................................................           75,000        *              594           *
New Orleans Firefighters Pension/Relief Fund..........................          187,000        *            1,483           *
New York Life Separate Account #7.....................................        1,470,000        *           11,659           *
Newport Investments, Inc..............................................       13,000,000        *          103,113           *
Nicholas Applegate Investment Grade Convertible.......................           22,000        *              174           *
Nomura International PLC..............................................       30,000,000        *          237,954           *
Nomura Securities International, Inc..................................      130,000,000       2.4       1,031,134           *
NORCAL Mutual Insurance Company.......................................          600,000        *            4,759           *
Obligation Convertible................................................        1,000,000        *            7,931           *
Occidental Petroleum Corporation......................................          346,000        *            2,744           *
OFIVM.................................................................       55,500,000        *          440,214           *
Ohio Bureau of Workers Compensation...................................          491,000        *            3,894           *
Ondeo Nalco...........................................................          350,000        *            2,776           *
Pacific Eagle Insurance Company.......................................          300,000        *            2,379           *
Pacific Life Insurance Company........................................       35,200,000        *          279,199           *
Parker Hannafin.......................................................        1,050,000        *            8,328           *
Penn Treaty Network America Insurance Company.........................          800,000        *            6,345           *
Physician's Reciprocal Insurers Account #7............................        2,500,000        *           19,829           *
Pilgrim Convertible Fund..............................................        3,500,000        *           27,761           *
Policemen and Firemen Retirement System of the City of Detroit........          885,000        *            7,019           *
Potlatch-First Trust Co. of St. Paul..................................        3,000,000        *           23,795           *
Prime Convertible Fund................................................        1,400,000        *           11,104           *
Primerica Life Insurance Company......................................        1,113,000        *            8,828           *
Pro Mutual............................................................        1,015,000        *            8,050           *
RAM Trading Ltd.......................................................       57,500,000       1.1         456,078           *
Raytheon Master Pension Trust.........................................          336,000        *            2,665           *
RBC Capital Services Inc..............................................          290,000        *            2,300           *
Rhapsody Fund, LP.....................................................        4,000,000        *           31,727           *
Royal Bank of Canada..................................................       14,000,000        *          111,045           *
Salomon Smith Barney Inc..............................................       80,000,000        *          634,544           *
SAM Investments LDC...................................................      150,000,000       2.8       1,189,770           *
San Diego Employees Retirement Association............................        2,000,000        *           15,863           *
Shell Pension Trust...................................................          539,000        *            4,275           *
Shepherd Investments International, Ltd...............................       15,750,000        *          124,925           *
Southern Farm Bureau Life Insurance Company...........................        3,225,000        *           25,580           *
Starvest Combined Portfolio...........................................        1,500,000        *           11,897           *
Starvest Managed Portfolio............................................          110,000        *              872           *
State of Florida, Division of Treasury................................        3,725,000        *           29,545           *
State of Florida, Office of the Treasurer.............................        3,300,000        *           26,174           *
State of Mississippi Health Care Trust Fund...........................        2,200,000        *           17,449           *
State of Oregon/SAIF Corporation......................................        5,650,000        *           44,814           *
State of Oregon/Equity................................................        8,600,000        *           68,213           *
Susquehanna Capital Group.............................................       46,500,000        *          368,828           *
Sylvan IMA Ltd........................................................        5,200,000        *           41,245           *
TD Securities (USA) Inc...............................................       98,000,000       1.8         777,316           *
Teachers Insurance and Annuity Association............................       33,000,000        *          261,749           *
The City University of New York.......................................          205,000        *            1,626           *
The Cockrell Foundation...............................................          200,000        *            1,586           *
The Grable Foundation.................................................          162,000        *            1,284           *
The Travelers Indemnity Company.......................................        4,182,000        *           33,170           *
The Travelers Insurance Company Separate Account TLAC.................          137,000        *            1,086           *
The Travelers Insurance Company-Life..................................       21,956,000        *          174,150           *
The Travelers Life and Annuity Company................................          151,000        *            1,197           *
The Value Realization Fund, L.P.......................................        1,500,000        *           11,897           *
Transamerica Life Insurance and Annuities.............................       27,000,000        *          214,158           *
Travelers Series Trust Convertible Bond Portfolio.....................          700,000        *            5,552           *
</TABLE>

                                      37


<PAGE>


<TABLE>
<S>                                                                         <C>             <C>         <C>                <C>
Tribeca Investments, L.L.C............................................      120,000,000       2.2         951,816           *
Tufts Associated Health Plan..........................................          945,000        *            7,495           *
Tuscarora Wayne Mutual Insurance Company..............................          175,000        *            1,388           *
UBS (Cayman Islands) Ltd..............................................        1,230,000        *            9,756           *
UBS AG London Branch..................................................      735,665,000      13.5       5,835,147           *
UBS Global Equity Arbitrage Master Ltd................................       81,000,000       1.5         642,475           *
UBS Global Global Convertible Portfolio...............................        2,250,000        *           17,846           *
UBS Warburg LLC.......................................................        2,256,000        *           17,894           *
Union Security Life Insurance Company.................................          210,000        *            1,665           *
University of Massachusetts...........................................          300,000        *            2,379           *
Victory Convertible Securities Fund...................................        2,300,000        *           18,243           *
Victory Invest Quality Bond Fund......................................          400,000        *            3,172           *
Von Ernst Performa AG.................................................          210,000        *            1,665           *
White River Securities L.L.C..........................................       54,000,000       1.0         428,317           *
Worldwide Transactions Ltd............................................        4,637,000        *           36,779           *
Zurich Institutional Benchmarks Master Fund Ltd.......................        1,650,000        *           13,087           *
Zurich Master Hedge Fund..............................................        2,445,000        *           19,393           *

All other holders of notes or future transferees, pledgees, donees,
 assignees or successors of any such holders (3),(4)..................   $1,265,684,000      23.26     10,039,152           *
Total.................................................................   $5,442,079,000      100.0%    43,165,482          1.6%
</TABLE>


*    Less than one percent (1%).
(1)  Assumes conversion of all of the notes at a conversion rate of 7.9318
     shares of the common stock of Verizon Communications per $1,000 principal
     amount at maturity of the notes. This conversion rate is subject to
     adjustment, however, as described under "Description of Notes and Support
     Obligations--Conversion Rights". As a result, the number of shares of the
     common stock of Verizon Communications issuable upon conversion of the
     notes may increase or decrease in the future.
(2)  Calculated based on Rule 13d-3(d) (i) of the Exchange Act, using
     2,751,650,484 shares of the common stock of Verizon Communications
     outstanding as of June 30, 2001. In calculating this amount for each
     selling securityholder, we treated as outstanding the number of shares of
     the common stock of Verizon Communications issuable upon conversion of all
     of the selling securityholder's notes, but we did not assume conversion of
     any other selling securityholder's notes.

                                      38

<PAGE>

(3)  Information about other selling securityholders will be set forth in
     prospectus supplements, if required.
(4)  Assumes that any other selling securityholders, or any future pledgees,
     donees, assignees, transferees or successors of or from any other
     selling securityholders, do not beneficially own any common stock of
     Verizon Communications other than the common stock of Verizon
     Communications issuable upon conversion of the notes at the initial
     conversion rate.

                              PLAN OF DISTRIBUTION

   We and Verizon Communications are registering the notes and the common stock
of Verizon Communications covered by this prospectus to permit the selling
securityholders to conduct public secondary trading of these securities from
time to time after the date of this prospectus. We have agreed, among other
things, to bear all expenses, other than underwriting discounts and selling
commissions, in connection with the registration and sale of the notes and the
common stock of Verizon Communications covered by this prospectus.

   Neither we nor Verizon Communications will receive any of the proceeds from
the offering of notes or the common stock of Verizon Communications by the
selling securityholders. We have been advised by the selling securityholders
that the selling securityholders may sell all or a portion of the notes and the
common stock of Verizon Communications beneficially owned by them and offered
hereby from time to time:

  .  directly; or

  .  through underwriters, broker-dealers or agents, who may receive
     compensation in the form of discounts, commissions or concessions from
     the selling securityholders or from the purchasers of the notes and the
     common stock of Verizon Communications for whom they may act as agent.

   The notes and the common stock of Verizon Communications may be sold from
time to time in one or more transactions at:

  .  fixed prices, which may be changed;

  .  prevailing market prices at the time of sale;

  .  prices related the prevailing market prices;

  .  varying prices determined at the time of sale; or

  .  negotiated prices.

   These prices will be determined by the holders of the securities or by
agreement between these holders and underwriters or dealers who may receive
fees or commissions in connection with the sale. The aggregate proceeds to the
selling securityholders from the sale of the notes or the common stock of
Verizon Communications offered by them hereby will be the purchase price of the
notes or the common stock of Verizon Communications less discounts and
commissions, if any.

   The sales described in the preceding paragraph may be effected in
transactions:

  .  on any national securities exchange or quotation service on which the
     notes and the common stock of Verizon Communications may be listed or
     quoted at the time of sale, including the New York, Philadelphia, Boston,
     Chicago and Pacific Stock Exchanges in the case of the common stock of
     Verizon Communications;

  .  in the over-the-counter market;

  .  in transactions otherwise than on those exchanges or services or in the
     over-the-counter market; or

  .  through the writing of options.

                                      39

<PAGE>

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

                                 $5,442,079,000

                     Zero-Coupon Convertible Notes due 2021

                                       of

                          Verizon Global Funding Corp.

            Supported as to Payment of Principal and Interest by and
                      Convertible into the Common Stock of

                          Verizon Communications Inc.

                               [LOGO OF VERIZON]

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

                                   PROSPECTUS

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

                                       , 2001


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

   We are paying all of the selling securityholders' expenses related to this
offering, except the selling securityholders will pay any applicable broker's
commissions and expenses. The following table sets forth the approximate amount
of fees and expenses payable by us in connection with this registration
statement and the distribution of the notes and the common stock of Verizon
Communications registered hereby. All of the amounts shown are estimates except
the SEC registration fee.

<TABLE>
      <C> <S>                                                             <C>
      1.  Registration fee.............................................$ 734,680
      2.  Trustee's fees...............................................   70,000
      3.  Cost of printing.............................................   25,000
      4.  Accounting fees..............................................    5,000
      5.  Legal fees...................................................   50,000
      6.  Rating agency fees...........................................  100,000
      7.  Miscellaneous................................................   15,320
                                                                      ----------
                                                                      $1,000,000
                                                                      ==========

</TABLE>

ITEM 15. 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

                                      II-1
<PAGE>

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 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.


   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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   See Exhibit Index on Page II-7

ITEM 17. UNDERTAKINGS

   (a) The undersigned registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:

       (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;

       (ii) To reflect in the prospectus any facts or events arising after
    the effective date of this registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in this registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b), if, in the aggregate, the
    changes in volume and price represent no more than a 20 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective registration statement; and

       (iii) To include any material information with respect to the plan
    of distribution not previously disclosed in this registration statement
    or any material change to such information in this registration
    statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do

                                      II-2
<PAGE>

not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrants pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

     (2) That, for the purposes of determining any liability under the
  Securities Act of 1933, as amended, each such post-effective amendment
  shall be deemed to be a new registration statement relating to the
  II-2 securities offered therein, and the offering of such securities at
  that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   (b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrants' annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
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.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of either Registrant, pursuant to the foregoing provisions,
or otherwise, the Registrants have been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer
or controlling person of either Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, such
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, as amended, and will be governed by
the final adjudication of such issue.

                                      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 Registration
Statement 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 of
November, 2001.

<TABLE>
<S>                                              <C>
                                                 Verizon Communications Inc.


                                                           /s/ William F. Heitmann
                                                 By: _______________________________________
                                                      (Senior Vice President and Treasurer)
</TABLE>

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
                 Signature                            Title                  Date
                 ---------                            -----                  ----

<S>                                         <C>                        <C>
                     *                      Director                  November 7, 2001
___________________________________________
              James R. Barker

                     *                      Director                  November 7, 2001
___________________________________________
              Edward H. Budd

                     *                      Director                  November 7, 2001
___________________________________________
            Richard L. Carrion

                     *                      Director                  November 7, 2001
___________________________________________
             Robert F. Daniell

                     *                      Director                  November 7, 2001
___________________________________________
             Helene L. Kaplan

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

                     *                      Director                  November 7, 2001
___________________________________________
              Sandra O. Moose

                     *                      Director                  November 7, 2001
___________________________________________
              Joseph Neubauer

                     *                      Director                  November 7, 2001
___________________________________________
             Thomas H. O'Brien

</TABLE>


                                      II-4
<PAGE>

<TABLE>
<CAPTION>
                 Signature                            Title                          Date
                 ---------                            -----                          ----

<S>                                         <C>                                <C>
                     *                      Director                           November 7, 2001
___________________________________________
             Russell E. Palmer

                     *                      Director                           November 7, 2001
___________________________________________
               Hugh B. Price

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

                     *                      Director                           November 7, 2001
___________________________________________
             Walter V. Shipley

                     *                      Director                           November 7, 2001
___________________________________________
               John W. Snow

                     *                      Director                           November 7, 2001
___________________________________________
             John R. Stafford

                     *                      Director                           November 7, 2001
___________________________________________
             Robert D. Storey

                     *                      Senior Executive Vice President    November 7, 2001
___________________________________________ and Chief Financial Officer/
            Frederic V. Salerno             Strategy and Business Development
                                            (principal financial officer)

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


        /s/ William F. Heitmann
*By: _______________________________________
            Attorney-in-fact
</TABLE>

                                      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
Registration Statement 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 November, 2001.

                                          Verizon Global Funding Corp.

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

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement 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     November 7, 2001
___________________________________________ (principal financial
            Robert S. Fitzmire              officer and principal
                                            accounting officer)

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

                     *                      Director                    November 7, 2001
___________________________________________
            William F. Heitmann

                     *                      Director                    November 7, 2001
___________________________________________
             David S. Kauffman
</TABLE>

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

                                      II-6
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
   No.                                 Description
 ------- ----------------------------------------------------------------------
 <C>     <S>
  3.1    Certificate of Incorporation of Verizon Global Funding Corp.
         (previously filed as an Exhibit to Verizon Global Funding Corp.'s Form
         S-4 Registration Statement filed on July 9, 2001, Registration No.
         333-64792)

  3.2    Restated 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. (previously filed as an
         Exhibit to Verizon Global Funding Corp.'s Form S-4 Registration
         Statement filed on July 9, 2001, Registration No. 333-64792)

  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 (previously filed as an Exhibit to Verizon Global Funding
         Corp's Form S-4 Registration Statement filed July 9, 2001,
         Registration No. 333-64792)

  4.2    Supplemental Indenture among Verizon Global Funding Corp., Verizon
         Communications Inc. and First Union National Bank, as Trustee, dated
         as of May 15, 2001, including form of Zero-Coupon Convertible Note due
         2021**

  4.3    Registration Rights Agreement, by and among Verizon Global Funding
         Corp., Verizon Communications Inc., Goldman, Sachs & Co. and Credit
         Suisse First Boston Corporation dated May 15, 2001**

  4.4    Support Agreement between Verizon Communications Inc. and Verizon
         Global Funding Corp., dated as of October 31, 2000**

  4.5    Share Contribution Agreement between Verizon Communications Inc. and
         Verizon Global Funding Corp., dated as of May 15, 2001**

  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 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*

 23.2    Consent of PricewaterhouseCoopers LLP*

 23.3    Consent of Arthur Andersen LLP*

 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 (previously filed as an
         Exhibit to Verizon Global Funding Corp.'s Form S-4 Registration
         Statement filed on July 9, 2001, Registration No. 333-64792)

</TABLE>

*   Filed herewith.

**  Previously filed with this Registration Statement.



                                      II-7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF ERNST AND YOUNG LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.1


                        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-3 and related Prospectus of
Verizon Communications Inc. and Verizon Global Funding Corp. for the
registration of $5,442,079,000 principal amount at maturity of Zero-Coupon
Convertible Notes due 2021, 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

November 8, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Amendment No. 1 to
the Registration Statement on Form S-3 of Verizon Communications Inc. and
Verizon Global Funding Corp. (a wholly-owned subsidiary of Verizon
Communications Inc.) 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 Verizon Communications 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

November 8, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>dex233.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-3 by
Verizon Communications Inc. and Verizon Global Funding Corp. (a wholly-owned
subsidiary of Verizon Communications Inc.) of our report dated June 30, 2000 on
the consolidated financial statements of 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

November 8, 2001


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