<SUBMISSION>
<ACCESSION-NUMBER>0000950136-01-501923
<TYPE>S-4
<PUBLIC-DOCUMENT-COUNT>12
<FILING-DATE>20011127
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>VERIZON GLOBAL FUNDING CORP /DE/
<CIK>0000892372
<ASSIGNED-SIC>4813
<IRS-NUMBER>510272912
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-74012
<FILM-NUMBER>1799719
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>501 CARR ROAD, SUITE 201
<CITY>WILMINGTON
<STATE>DE
<ZIP>19809
<PHONE>3027614200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1717 ARCH ST 47TH FL
<CITY>PHILADELPHIA
<STATE>PA
<ZIP>19103
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BELL ATLANTIC FINANCIAL SERVICES INC
<DATE-CHANGED>19920928
</FORMER-COMPANY>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>VERIZON COMMUNICATIONS INC
<CIK>0000732712
<ASSIGNED-SIC>4813
<IRS-NUMBER>232259884
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-74012-01
<FILM-NUMBER>1799720
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1095 AVE OF THE AMERICAS
<CITY>NEW YORK
<STATE>NY
<ZIP>10036
<PHONE>2123952121
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1717 ARCH ST 47TH FL
<CITY>PHILADELPHIA
<STATE>PA
<ZIP>19103
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BELL ATLANTIC CORP
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTATION STATEMENT
<TEXT>
<PAGE>



                                                 REGISTRATION NO. 333-__________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                      -----------------------------------

                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                          THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
         <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                      (State or other Jurisdiction of
         incorporation or organization)                        incorporation or organization)

                    4813                                                    4813

                    (Primary Standard Industrial Classification Code Number)


                  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>
<CAPTION>
             <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

    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)
</TABLE>


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

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

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

 If this form is a post-effective amendment filed pursuant to Rule 462(d) under
 the Securities Act, check the following box and list the Securities Act
 registration statement number of the earlier effective registration statement
 for the same offering.
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
=========================================================================================================================
------------------------------ -------------------- ---------------------- ----------------------- ----------------------
                                                      Proposed Maximum        Proposed Maximum
   Title of each Class of         Amount to be            Offering               Aggregate               Amount of
 Securities to be Registered       Registered        Price per Unit (1)      Offering Price (1)      Registration Fee
<S>                            <C>                  <C>                    <C>                     <C>
------------------------------ -------------------- ---------------------- ----------------------- ----------------------

Floating Rate Notes due 2002     $2,000,000,000                                $2,000,000,000            $500,000

------------------------------ -------------------- ---------------------- ----------------------- ----------------------
Support Agreement between        $2,000,000,000               (2)                   (2)                     (3)
Verizon Communications Inc.
and Verizon Global Funding
Corp.
------------------------------ -------------------- ---------------------- ----------------------- ----------------------
</TABLE>

 (1) Determined pursuant to Rule 457(f) under the Securities Act of 1933, solely
     for the purpose of calculating the registration fee.

 (2) No separate consideration will be received for the Support Agreement.

 (3) Pursuant to Rule 457(n) under the Securities Act of 1933, no registration
     fee is payable with respect to the Support Agreement.

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


 The Registrant hereby amends this Registration Statement on such date or dates
 as may be necessary to delay its effective date until the registrant shall file
 a further amendment which specifically states that this Registration Statement
 shall thereafter become effective in accordance with Section 8(a) of the
 Securities Act of 1933 or until the Registration Statement shall become
 effective on such date as the Commission, acting pursuant to said Section 8(a),
 may determine.


<PAGE>


 The information in this prospectus is not complete and may be changed. We may
 not sell these securities until the registration statement filed with the
 Securities and Exchange Commission is effective. This prospectus is not an
 offer to sell these securities and it is not soliciting an offer to buy these
 securities in any state where the offer or sale is not permitted.

                 SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2001

                                   PROSPECTUS

                           $2,000,000,000 OF NOTES OF
                 VERIZON GLOBAL FUNDING CORP. [GRAPHIC OMITTED]

              SUPPORTED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY

                          VERIZON COMMUNICATIONS INC.

                               OFFER TO EXCHANGE

$2,000,000,000 FLOATING RATE NOTES DUE 2002 THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") FOR ANY AND ALL OUTSTANDING
FLOATING RATE NOTES DUE 2002

                          SUMMARY OF THE EXCHANGE OFFER

     This prospectus and the accompanying Letter of Transmittal relate to the
 proposed offer by Verizon Global Funding Corp. (the "Company" or "Verizon
 Global Funding") to exchange up to $2,000,000,000 Floating Rate Notes due 2002
 that have been registered under the Securities Act for any and all outstanding
 Floating Rate Notes due 2002.

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

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

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

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

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

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

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

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

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

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

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

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

               The date of this prospectus is __________, 2001.


<PAGE>


                              [Inside Front Cover]

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

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

                        NOTICE TO NEW HAMPSHIRE RESIDENTS

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

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



                                        i
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>
Where You Can Find More Information .......................................................
Summary
         Verizon Communications ...........................................................
         Verizon Global Funding ...........................................................
         The Exchange Offer ...............................................................
Ratios of Earnings to Fixed Charges of Verizon Communications .............................
Use of Proceeds ...........................................................................
Exchange Offer ............................................................................
Description of the Notes and the Support Agreement ........................................
Book-Entry, Delivery and Form .............................................................
U.S. Federal Income Tax Consequences ......................................................
Plan of Distribution ......................................................................
Legal Matters .............................................................................
Experts ...................................................................................
</TABLE>


                       WHERE YOU CAN FIND MORE INFORMATION

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

     The SEC allows us to "incorporate by reference" the information Verizon
 Communications files with them, which means that we can 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
 information that Verizon Communications files later with the SEC will
 automatically update and supersede this information. We incorporate by
 reference the following documents filed with the SEC by Verizon Communications
 and the future filings made by Verizon Communications with the SEC 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 exchanged:

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

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

     o   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 us at the following address or phone number:

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















                                       ii
<PAGE>


                                     SUMMARY

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

                             Verizon Communications

     Verizon Communications is one of the world's leading providers of
 communications services. 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 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.

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

                             Verizon Global Funding

     Verizon Global Funding was established to provide financing to Verizon
 Communications and some of its subsidiaries, other than Verizon Communications'
 domestic telephone company subsidiaries. Verizon Global Funding does not engage
 in any separate business activities.

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

                           The Exchange Offer

 Exchange Notes             $2,000,000,000 Floating Rate Notes due 2002 which
                            have been registered under the Securities Act. For
                            more details, see "Exchange Offer--Terms of the
                            Exchange Offer."


                                        2
<PAGE>


 The Exchange Offer         We are offering to issue the exchange notes in
                            exchange for a like principal amount of
                            outstanding restricted notes of the same series
                            that we issued on May 2, 2001. We are offering to
                            issue the exchange notes to satisfy our
                            obligations contained in the registration rights
                            agreement we entered into when we sold the
                            outstanding restricted notes in transactions
                            pursuant to Rule 144A and Regulation S under the
                            Securities Act. The outstanding restricted notes
                            were subject to transfer restrictions that will
                            not apply to the exchange notes so long as you are
                            acquiring the exchange notes in the ordinary
                            course of your business, you are not participating
                            in a distribution of the exchange notes and you
                            are not an affiliate of ours.

 Maturity Date              Each exchange note will mature on November 4, 2002,
                            the same date as the restricted note for which it is
                            being exchanged.

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

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

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

 Optional Redemption        The Company has no right to redeem the notes prior
                            to their maturity.

 Certain Covenants          The indenture governing the exchange notes contains
                            covenants that, among other things, limit Verizon
                            Global Funding's ability to create liens on its
                            assets and limits the ability of each of Verizon
                            Global Funding and



                                        3
<PAGE>


                            Verizon Communications to merge or consolidate with
                            another company or to transfer substantially all of
                            its assets. For more details, see "Description of
                            the Notes and the Support Agreement--Restrictions on
                            Verizon Global Funding" below.

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

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



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

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


                                        4
<PAGE>


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

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


                                        5
<PAGE>


                       RATIOS OF EARNINGS TO FIXED CHARGES

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


<TABLE>
<CAPTION>
      Nine Months
  Ended September 30,                                                   Years Ended December 31,
         2001                                                      2000           1999          1998           1997
  -------------------------------------------------------------------------------------------------------------------
  <S>                                                              <C>            <C>           <C>            <C>
         2.38                                                      4.47           4.98           3.81          3.74
</TABLE>


     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 nine months ended September 30, 2001 includes special
 items that resulted in a net pretax loss of $(4,776) 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 nine
 months ended September 30, 2001 would have been 3.85, 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 writedown of
 marketable securities, Bell Atlantic/GTE merger-related charges and a change in
 accounting for derivatives, creating mark-to-market adjustments. The 2000 and
 1999 special items pertain to gains on sales of assets, net of asset
 impairments and other charges, Bell Atlantic/GTE merger-related charges,
 pension settlements and the gain on the mark-to-market of exchangeable notes.
 The 1998 and 1997 special items pertain to asset impairments and other charges,
 net of gains on sales of assets, Bell Atlantic/NYNEX Corporation merger-related
 charges, pension settlements and retirement incentive program costs. Sales of
 assets included wireline and wireless properties, GTE Government Systems and
 the gain associated with the merger of BC TELECOM Inc. and TELUS Corporation.
 Asset impairments included costs associated with exiting businesses.


                                 USE OF PROCEEDS

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


                                        6
<PAGE>


 the exchange notes, except that the exchange notes will be registered under the
 Securities Act, freely transferable and issued free of any covenants regarding
 exchange and registration rights.

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


                                 EXCHANGE OFFER

 REASON FOR THE EXCHANGE OFFER

     The Company initially sold the restricted notes in a private offering. The
 Notes were sold on May 2, 2001 to Lehman Brothers Inc. (the "Initial
 Purchaser"). These sales were all effected pursuant to an agreement among the
 Company, Verizon Communications as support provider, and the Initial Purchaser.
 The Initial Purchaser subsequently resold or was permitted to resell the
 restricted notes:

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

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

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

     -    to file a registration statement relating to an exchange offer for the
          restricted notes, with the SEC, on or before November 28, 2001;

     -    use its reasonable best efforts to cause the exchange offer
          registration statement to be declared effective under the Securities
          Act on or before February 11, 2002;

     -    upon the effectiveness of the exchange offer registration statement,
          to offer the holders of the restricted notes the opportunity to
          exchange their restricted notes in the exchange offer for a like
          principal amount of exchange notes;

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


                                        7
<PAGE>


     -    to use its reasonable best efforts to consummate the exchange offer on
          or before March 13, 2002.

     The Company also agreed, under certain circumstances:

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

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

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

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

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

 TRANSFERABILITY OF THE EXCHANGE NOTES

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

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

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


                                        8
<PAGE>


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

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

     In any of the foregoing circumstances, a noteholder

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

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

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

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

 TERMS OF THE EXCHANGE OFFER

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

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


                                        9
<PAGE>


 exchange offer. Holders may tender some or all of their restricted notes
 pursuant to the exchange offer in denominations of $1,000 and integral
 multiples thereof.

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

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

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

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

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

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

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

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

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

     Holders who tender restricted notes in the exchange offer will not be
 required to pay brokerage commissions or fees or, subject to the instructions
 in the Letter of Transmittal, transfer taxes with respect to the exchange of
 restricted notes pursuant to the


                                       10
<PAGE>



 exchange offer. The Company will pay all charges and expenses, other than
 certain applicable taxes, in connection with the exchange offer. See
 "Solicitation of Tenders; Fees and Expenses" below.

 EXPIRATION DATE; EXTENSIONS; AMENDMENTS

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

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

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

     -    extend the exchange offer;

     -    terminate the exchange offer; or

     -    amend the exchange offer.

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

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

 INTEREST ON THE EXCHANGE NOTES

     Interest on the exchange notes will accrue from the last interest payment
 date on which interest was paid on the restricted notes surrendered in exchange
 therefor. The exchange notes will bear interest at the same rates, and such
 interest will be payable on the same dates, as the rates and interest payment
 dates relating to the restricted notes


                                       11
<PAGE>


 surrendered in exchange therefor. Assuming that the exchange offer is
 consummated prior to __________, [2001], as anticipated, interest on the
 exchange notes will first become payable beginning on February 4, 2002.

 PROCEDURES FOR TENDERING

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

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

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

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

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

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


                                       12
<PAGE>


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

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

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

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

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

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

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

     -    for the account of an Eligible Institution.

     If a Letter of Transmittal is signed by a person other than the registered
 holder, it must be accompanied by appropriate bond powers which authorize such
 person to tender the restricted notes on behalf of the registered holder, in
 either case signed as the name of the registered holder or holders appears on
 the restricted notes. If a Letter of Transmittal or any restricted notes or
 bond powers are signed or endorsed by trustees, executors,


                                       13
<PAGE>


 administrators, guardians, attorneys-in-fact, officers of corporations or
 others acting in a fiduciary or representative capacity, such persons should so
 indicate when signing, and unless waived by the Company, submit evidence
 satisfactory to the Company of their authority to so act with such Letter of
 Transmittal.

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

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

     The Company reserves the right in its sole discretion:

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

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

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

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



                                       14
<PAGE>

 BOOK-ENTRY TRANSFER

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

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

GUARANTEED DELIVERY PROCEDURES

         Holders who wish to tender their restricted notes and:

     -    whose restricted notes are not immediately available,

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

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

     may  effect a tender if:

     1.   the tender is made through an Eligible Institution;

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

     3.   certificate(s) representing all tendered restricted notes in proper
          form for transfer, together with a properly completed and executed
          Letter of Transmittal, or a facsimile thereof and all other documents
          required by the Letter of Transmittal, or confirmation of a book-entry
          transfer into the


                                       15
<PAGE>


          exchange agent's account at DTC of restricted notes delivered
          electronically, are received by the exchange agent within three
          business days after the expiration of the exchange offer.

     A Notice of Guaranteed Delivery must state:

     -    the name and address of the holder;

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

     -    the principal amount of such restricted notes tendered;

     -    that the tender is being made thereby; and

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

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

 WITHDRAWAL OF TENDERS

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

     Any such notice of withdrawal must:

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

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

     -    be signed by the depositor of the restricted notes in the same manner
          as the original signature on the Letter of Transmittal by which such
          restricted


                                       16
<PAGE>


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

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

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

 CONDITIONS TO THE EXCHANGE OFFER

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

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

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

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

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


                                       17
<PAGE>


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

 EXCHANGE AGENT

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

                  BY MAIL, OVERNIGHT DELIVERY OR HAND DELIVERY:

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

                  BY FACSIMILE TRANSMISSION:

                  (704) 590-7628

                  INFORMATION OR CONFIRMATION BY TELEPHONE:

                  (704) 590-7413

 SOLICITATION OF TENDERS; FEES AND EXPENSES

     The principal solicitation pursuant to the exchange offer is being made by
 the Company by mail and through the facilities of DTC. Additional solicitations
 may be made by officers and regular employees of the Company and its affiliates
 in person or by telephone, facsimile transmission, electronic communication or
 similar methods.

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


                                       18
<PAGE>


 Letter of Transmittal and related documents to the beneficial owners of the
 restricted notes and in handling or forwarding tenders for exchange.

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

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

 ACCOUNTING TREATMENT

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

 CONSEQUENCES OF A FAILURE TO EXCHANGE RESTRICTED NOTES

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

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

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

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

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

     -    for so long as the restricted notes are eligible for resale pursuant
          to Rule 144A under the Securities Act, to a person reasonably believed
          to be


                                       19

<PAGE>



          a qualified institutional buyer, or QIB, within the meaning of Rule
          144A, that purchases for its own account or for the account of a QIB
          to whom notice is given that the transfer is being made in reliance on
          the exemption from the registration requirements of the Securities Act
          provided by Rule 144A;

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

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

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

 ABSENCE OF A PUBLIC MARKET

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


              DESCRIPTION OF THE NOTES AND THE SUPPORT AGREEMENT

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

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


                                       20
<PAGE>


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

 GENERAL
<TABLE>
<CAPTION>
         The Notes
     <S> <C>

     o    Verizon Global Funding has previously issued $2,000,000,000 of
          Floating Rate Notes due 2002.

     o    Verizon Global Funding may create and issue additional notes with the
          same terms as the notes so that the additional notes will form a
          single series with the previously issued notes.

     o    The notes will mature on November 4, 2002.

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

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

     o    Verizon Global Funding cannot redeem the notes prior to their stated
          maturity.

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

     Interest

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


                                       21
<PAGE>


     Verizon Global Funding has paid, or will pay, interest quarterly in arrears
 on August 4, 2001, November 4, 2001, February 4, 2002, May 4, 2002, August 4,
 2002, each an interest payment date, and on the maturity date. If any of the
 quarterly interest payment dates listed above falls on a day that is not a
 business day Verizon Global Funding will postpone the interest payment date to
 the next succeeding business day unless that business day is in the next
 succeeding calendar month, in which case the interest payment date will be the
 immediately preceding business day. Interest on the notes will be computed on
 the basis of a 360 day year for the actual number of days elapsed.

     Interest on the notes will accrue from, and including, the immediately
 preceding interest payment date to which interest has been paid or duly
 provided for to, but excluding, the next interest payment date or the maturity
 date, as the case may be. We will refer to each of these periods as an
 "interest period." The amount of accrued interest that we will pay for any
 interest period can be calculated by multiplying the face amount of the notes
 by an accrued interest factor. This accrued interest factor is computed by
 adding the interest factor calculated for each day from the last date Verizon
 Global Funding paid interest to you, to the date for which accrued interest is
 being calculated. The interest factor for each day is computed by dividing the
 interest rate applicable to that day by 360.

     If the maturity date of the notes falls on a day that is not a business
 day, we will pay principal and interest on the next succeeding business day,
 but we will consider that payment as being made on the date that the payment
 was due to you. Accordingly no interest will accrue on the payment for the
 period from and after the maturity date to the date we make the payment to you
 on the next succeeding business day.

     The interest payable by us on a note on any interest payment date, subject
 to certain exceptions, will be paid to the person in whose name the note is
 registered at the close of business on the fifteenth calendar day, whether or
 not a business day, immediately preceding the interest payment date. However,
 interest that we pay on the maturity date will be payable to the person to whom
 the principal will be payable.

     When we use the term "business day" we mean any day except a Saturday, a
 Sunday or a legal holiday in The City of New York on which banking institutions
 are authorized or required by law, regulation or executive order to close;
 provided, that the day is also a London business day. "London business day"
 means any day on which dealings in United States dollars are transacted in the
 London interbank market.

     The interest rate on the notes will be calculated by the calculation agent
 appointed by us and will be equal to LIBOR plus .05%. The calculation agent
 will reset the interest rate on each interest payment date, each of which we
 will refer to as an "interest reset date." The second London business day
 preceding an interest reset date will be the "interest determination date" for
 that interest reset date. The interest rate in effect on each day that is not
 an interest reset date will be the interest rate determined as of the interest
 determination date pertaining to the immediately preceding interest reset date.
 The interest rate in effect


                                       22
<PAGE>


 on any day that is an interest reset date will be the interest rate determined
 as of the interest determination date pertaining to that interest reset date.


     "LIBOR" will be determined by the calculation agent in accordance with the
 following provisions:

          (i) With respect to any interest determination date, LIBOR will be the
     rate for deposits in United States dollars having a maturity of three
     months commencing on the first day of the applicable interest period that
     appears on Telerate Page 3750 as of 11:00 A.M., London time, on that
     interest determination date. If no rate appears, LIBOR, in respect to that
     interest determination date, will be determined in accordance with the
     provisions described in (ii) below.

          (ii) With respect to an interest determination date on which no rate
     appears on Telerate Page 3750, as specified in (i) above, the calculation
     agent will request the principal London offices of each of four major
     reference banks in the London interbank market, as selected by the
     calculation agent, to provide the calculation agent with its offered
     quotation for deposits in United States dollars for the period of three
     months, commencing on the first day of the applicable interest period, to
     prime banks in the London interbank market at approximately 11:00 A.M.,
     London time, on that interest determination date and in a principal amount
     that is representative for a single transaction in United States dollars in
     that market at that time. If at least two quotations are provided, then
     LIBOR on that interest determination date will be the arithmetic mean of
     those quotations. If fewer than two quotations are provided, then LIBOR on
     the interest determination date will be the arithmetic mean of the rates
     quoted at approximately 11:00 A.M., in The City of New York, on the
     interest determination date by three major banks in The City of New York
     selected by the calculation agent for loans in United States dollars to
     leading European banks, having a three-month maturity and in a principal
     amount that is representative for a single transaction in United States
     dollars in that market at that time; provided, however, that if the banks
     selected by the calculation agent are not providing quotations in the
     manner described by this sentence, LIBOR determined as of that interest
     determination date will be LIBOR in effect on that interest determination
     date.

     "Telerate Page 3750" means the display designated as "Page 3750" on
 Telerate, Inc., or any successor service, for the purpose of displaying the
 London interbank rates of major banks for United States dollars.

     Paying Agent and Registrar

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


                                       23
<PAGE>


     Sinking Fund

     The notes will not be subject to any sinking fund.

 RANKING

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

 RESTRICTIONS ON VERIZON GLOBAL FUNDING

     Liens on assets

     The notes are not secured. However, if Verizon Global Funding at any time
 incurs other debt or obligations secured by a mortgage or pledge on any of its
 property, the indenture requires it to secure the notes equally with the other
 debt or obligations for as long as the other debt or obligations remain
 secured. Exceptions to this requirement include the following:

<TABLE>
<CAPTION>
         <S>      <C>
         o        purchase-money mortgages or liens;

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

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

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

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


                                       24
<PAGE>


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


(section 1004)

         Consolidation, Merger or Sale

         Neither we nor Verizon Communications may merge with another company or
sell, transfer or lease all or substantially all of our properties to another
company unless:
<TABLE>
<CAPTION>
         <S>      <C>       <C>

         o        either we or Verizon Communications is the continuing corporation;

         o        the successor corporation expressly assumes:

                           payment of principal, interest and any premium on the debt securities;

                           performance  and  observance of all  covenants  and  conditions in the indenture and the
                           performance of the support agreement;

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

         o        if as a result of the transaction, our properties would become
                  subject to a lien that would not be permitted by the asset
                  lien restriction, we secure the debt securities equally and
                  ratably with, or prior to, all indebtedness secured by those
                  liens.
</TABLE>

(Article VIII)

REGISTRATION OF TRANSFER AND EXCHANGE

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

     Registration of transfer

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

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

     Verizon Global Funding will not be required to register the transfer of, or
 exchange, notes under the following conditions:
<TABLE>
<CAPTION>
         <S>      <C>

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


                                       25
<PAGE>

<CAPTION>
         <S>      <C>

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

 (section 305)

     Exchange

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

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

 GLOBAL NOTES

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

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

 DEFEASANCE

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


                                       26
<PAGE>


 EVENTS OF DEFAULT, NOTICES, AND WAIVER

     Events of default

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

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

          o    failure to pay principal or any premium on any note of a series
               when due;

          o    failure to perform any other covenant in the notes of a series
               for 90 days after notice to Verizon Global Funding and Verizon
               Communications; and

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

     An event of default for a particular series of debt securities does not
 necessarily impact any other series of debt securities issued under the
 indenture.

 (section 501)

     If an event of default for any series of debt securities occurs and
 continues, the trustee or the holders of at least 25% of the principal amount
 of the debt securities of the series may declare the entire principal of all
 the debt securities of that series to be due and payable immediately. If this
 happens, subject to certain conditions, the holders of a majority of the
 principal amount of the debt securities of that series can rescind the
 declaration if we or Verizon Communications has deposited with the trustee a
 sum sufficient to pay all matured installments of interest, principal and any
 premium. (section 502)

     The holders of more than 50% of the principal amount of any series of the
 debt securities, may, on behalf of the holders of all of the debt securities of
 that series, control any proceedings resulting from an event of default or
 waive any past default except a default in the payment of principal, interest
 or any premium. (section 512) We are required to file an annual certificate
 with the trustee stating whether we are in compliance with all of the
 conditions and covenants under the indenture. (section 704)


                                       27
<PAGE>



 CHANGES TO THE INDENTURE

     The indenture may be changed with the consent of holders owning more than
 50% of the principal amount of the outstanding debt securities of each series
 affected by the change. However, we may not change your principal or interest
 payment terms, modify certain provisions of the support agreement or the
 percentage required to change other terms of the indenture, without your
 consent, as well as the consent of others similarly affected. (section 902)

     We may enter into supplemental indentures for other specified purposes,
 including the creation of any new series of debt securities without the consent
 of any holder of debt securities. (section 901)

 CONCERNING THE TRUSTEE

     Within 90 days after a default occurs, the trustee must notify the holders
 of the debt securities of the series of all defaults known to the trustee if we
 have not remedied them (default is defined for this purpose to include the
 events of default specified above absent any grace periods or notice). If a
 default described in the third bullet point under "Events of Default" occurs,
 the trustee will not give notice to the holders of the series until at least 60
 days after the occurrence of that default. The trustee may withhold notice to
 the holders of the debt securities of any default (except in the payment of
 principal, interest or any premium) if it in good faith believes that
 withholding this notice is in the interest of the holders. (section 602)


                                       28
<PAGE>



     Prior to an event of default, the trustee is required to perform only the
 specific duties stated in the indenture, and after an event of default, must
 exercise the same degree of care as a prudent individual would exercise in the
 conduct of his or her own affairs. (section 601) The trustee is not required to
 take any action permitted by the indenture at the request of holders of the
 debt securities, unless those holders protect the trustee against costs,
 expense and liabilities. (section 603) The trustee is not required to spend its
 own funds or become financially liable when performing its duties if it
 reasonably believes that it will not be adequately protected financially.
 (section 601)

     First Union National Bank, the trustee, and its affiliates have commercial
 banking relationships with and serve as trustee or paying agent under
 indentures relating to debt securities issued by Verizon Communications, our
 indirect parent, and some of its affiliates.

DESCRIPTION OF THE SUPPORT AGREEMENT

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

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

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

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

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

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


                                       29
<PAGE>


 obligations under the support agreement rank equally with its other unsecured
 and unsubordinated debt.

     As of September 30, 2001, Verizon Communications' net assets not subject to
 the exclusion described in the preceding paragraph had a book value of
 approximately $67.1 billion. Verizon Communications is a holding company, and
 therefore, its right and the right of its creditors (including the holders of
 the notes), to realize upon the assets of any subsidiary of Verizon
 Communications, whether following any liquidation or reorganization of that
 subsidiary, or otherwise, is subject to prior claims of creditors of each such
 subsidiary, except to the extent that claims of Verizon Communications itself
 as a creditor of a subsidiary may be recognized.


                          BOOK-ENTRY, DELIVERY AND FORM

 THE GLOBAL NOTES

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

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

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

 DEPOSITARY PROCEDURES

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


                                       30
<PAGE>


     DTC has advised Verizon Global Funding that it is:

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

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

          o    a member of the Federal Reserve System;

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

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

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

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

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

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

     The laws of some jurisdictions may require that certain purchasers of
 securities take physical delivery of the securities in definitive form.
 Accordingly, the ability to transfer interests in the exchange notes
 represented by a global note to these persons may be limited. In addition,
 because DTC can act only on behalf of its participants, who in turn act on
 behalf of persons who hold interests through participants, the ability of a
 person having


                                       31
<PAGE>


 an interest in exchange notes represented by a global note to pledge or
 transfer that interest to persons or entities that do not participate in DTC's
 system, or to otherwise take actions in respect of that interest, may be
 affected by the lack of a physical definitive security in respect of the
 interest.

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

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

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

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

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

     Payments with respect to the principal of, and premium, if any, additional
 interest, if any, and interest on, any exchange notes represented by a global
 note registered in the name of DTC or its nominee on the applicable record date
 will be payable by the trustee to or at the direction of DTC or its nominee in
 its capacity as the registered holder of the global note representing those
 exchange notes under the indenture. Under the terms of the indenture, Verizon
 Global Funding and the trustee may treat the persons in whose names the
 exchange notes, including the global notes, are registered as the owners of the
 exchange notes for the purpose of receiving payment on the exchange notes and
 for any and all other purposes whatsoever. Accordingly, none of Verizon Global
 Funding, Verizon Communications nor the trustee has or will have any
 responsibility or liability for any aspect of DTC's records or any records of
 any participant or indirect participant in DTC relating to, or payments
 (including principal, premium, if any, additional interest, if any,

                                       32
<PAGE>


 and interest) made on account of, any beneficial interest in a global note, or
 for maintaining, supervising or reviewing any of DTC's records or the records
 of any participant or indirect participant in DTC relating to the ownership of
 any such beneficial interest. Payments by the participants and the indirect
 participants in DTC to the owners of beneficial interests in a global note will
 be governed by standing instructions and customary industry practice and will
 be the responsibility of the participants or the indirect participants and DTC.

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

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

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

     Although DTC, Euroclear and Clearstream have agreed to the above procedures
 to facilitate transfers of interests in the global notes among participants in
 DTC, Euroclear and Clearstream, they are under no obligation to perform or to
 continue to perform the procedures, and the procedures may be discontinued at
 any time. None of Verizon Global Funding, Verizon Communications nor the
 trustee will have any responsibility for the performance by DTC, Euroclear or
 Clearstream or their respective participants or indirect


                                       33
<PAGE>



 participants of their respective obligations under the rules and procedures
 governing their operations.

     Certificated Notes

         If:

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

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

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

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


                     U.S. FEDERAL INCOME TAX CONSEQUENCES

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

         o        a dealer in securities or currencies,

         o        a financial institution,

         o        an insurance company,


                                       34
<PAGE>


         o        a tax exempt organization,

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

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

         o        a person liable for alternative minimum tax,

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

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

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

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

 CONSEQUENCES OF THE EXCHANGE

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

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



                                       35
<PAGE>

CONSEQUENCES TO U.S. HOLDERS

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

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

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

          o    a citizen or resident of the United States,

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

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

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

     Payments of Interest

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

     Amortizable Bond Premium

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


                                       36
<PAGE>


     Market Discount

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

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

     Sale, Exchange and Retirement of Exchange Notes

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

 CONSEQUENCES TO NON-U.S. HOLDERS

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


                                       37
<PAGE>


     U.S. Federal Withholding Tax

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

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

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

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

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

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

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

     U.S. Federal Estate Tax

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


                                       38
<PAGE>


     U.S. Federal Income Tax

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

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

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

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

 INFORMATION REPORTING AND BACKUP WITHHOLDING

     U.S. Holders

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

     Non-U.S. Holders

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

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

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


                                       39
<PAGE>


                              PLAN OF DISTRIBUTION

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

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

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

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


                                       40
<PAGE>


                                  LEGAL MATTERS

     The validity of the notes as supported by the support agreement have been
 passed upon for Verizon Global Funding and Verizon Communications by William P.
 Barr, Executive Vice President and General Counsel of Verizon Communications.
 As of September 30, 2001, Mr. Barr beneficially owned approximately 12,006
 shares of Verizon Communications common stock and had options to purchase an
 aggregate of 994,800 shares of Verizon Communications common stock.


                                     EXPERTS

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

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


                                       41
<PAGE>


                           $2,000,000,000 OF NOTES OF
                          VERIZON GLOBAL FUNDING CORP.



             SUPPORTED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY
                           VERIZON COMMUNICATIONS INC.



                                OFFER TO EXCHANGE

 $2,000,000,000 FLOATING RATE NOTES DUE 2002 THAT HAVE BEEN REGISTERED UNDER THE
     SECURITIES ACT FOR ANY AND ALL OUTSTANDING FLOATING RATE NOTES DUE 2002



                               [GRAPHIC OMITTED]





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

                                   PROSPECTUS

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






                                 November , 2001





<PAGE>



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

 ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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


                                      II-1
<PAGE>


     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 of the merger, 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 DGCL.

     The directors and officers of Verizon Communications and Verizon Global
 Funding are insured against certain liabilities, including certain liabilities
 arising under the Securities Act of 1933, which might be incurred by them in
 such capacities and against which they cannot be indemnified by Verizon.


 ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     See Exhibit Index on Page E-1

 ITEM 22. UNDERTAKINGS

     The undersigned registrants hereby undertake:

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

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

     (c)  that, for purposes of determining any liability under the Securities
          Act of 1933, each filing of the registrant's annual report pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.


                                      II-2
<PAGE>


                                   SIGNATURES


 Pursuant to the requirements of the Securities Act of 1933, as amended, Verizon
 Communications Inc. has duly caused this 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 26th day November, 2001.


                                        VERIZON COMMUNICATIONS INC.


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


 Pursuant to the requirements of the Securities Act of 1933, as amended, this
 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 26, 2001
          James R. Barker

                 *
------------------------------------                Director                        November 26, 2001
          Edward H. Budd

                 *
------------------------------------                Director                        November 26, 2001
        Richard L. Carrion

                 *
------------------------------------                Director                        November 26, 2001
        Robert F. Daniell

                 *
------------------------------------                Director                        November 26, 2001
         Helene L. Kaplan

                 *                           Director, Chairman and
------------------------------------       Co-Chief Executive Officer               November 26, 2001
          Charles R. Lee                    (co-principal executive
                                                     officer)

                 *
------------------------------------                Director                        November 26, 2001
           Sandra O. Moose

                 *
------------------------------------                Director                        November 26, 2001
          Joseph Neubauer

                 *
------------------------------------                Director                        November 26, 2001
         Thomas H. O'Brien

                 *
------------------------------------                Director                        November 26, 2001
         Russell E. Palmer



                                      II-3
<PAGE>

<CAPTION>
<S>                                                 <C>                             <C>
                 *
------------------------------------                Director                        November 26, 2001
           Hugh B. Price

                 *
------------------------------------    Director, President and Co-Chief            November 26, 2001
         Ivan G. Seidenberg              Executive Officer (co-principal
                                               executive officer)
                 *
------------------------------------                Director                        November 26, 2001
         Walter V. Shipley

                 *
------------------------------------                Director                        November 26, 2001
           John W. Snow

                 *
------------------------------------                Director                        November 26, 2001
         John R. Stafford

                 *
------------------------------------                Director                        November 26, 2001
         Robert D. Storey

                 *
------------------------------------          Senior Vice President                 November 26, 2001
        Lawrence R. Whitman                      and Controller
                                         (principal accounting officer)

</TABLE>



*  By    /s/ Frederic V. Salerno
         ------------------------------------
         Frederic V. Salerno
         Individually and as attorney-in-fact



                                      II-4
<PAGE>



                                   SIGNATURES


 Pursuant to the requirements of the Securities Act of 1933, as amended, Verizon
 Global Funding Corp. has duly caused this Registration Statement to be signed
 on its behalf by the undersigned, thereunto duly authorized, in the City of
 Wilmington, State of Delaware, on the 26th day of November, 2001.



                                             VERIZON GLOBAL FUNDING CORP.

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


 Pursuant to the requirements of the Securities Act of 1933, as amended, this
 Registration Statement has been signed by the following persons in the
 capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S>                                     <C>                                        <C>
             SIGNATURE                              TITLE                                DATE

                 *
------------------------------------       Chief Financial Officer                 November 26, 2001
        Robert S. Fitzmire             (principal financial officer and
                                        principal accounting officer)

                 *
------------------------------------        Director, President and                November 26, 2001
         Janet M. Garrity                 Treasurer (principal executive
                                                    officer)
                 *
------------------------------------              Director                         November 26, 2001
       William F. Heitmann

                 *
------------------------------------              Director                         November 26, 2001
         David S. Kauffman


</TABLE>



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


                                      II-5
<PAGE>


<TABLE>
<CAPTION>

  EXHIBIT
    NO.                        DESCRIPTION
  -------     ---------------------------------------------------------------------------------------------
   <S>       <C>
    3.1       Certificate of Incorporation of Verizon Global Funding Corp. (incorporated by
              reference to Verizon Global Funding Corp.'s Registration Statement on Form S-4
              Registration No. 333-64792, Exhibit 3.1)

    3.2       Certificate of Incorporation of Verizon Communications Inc., as amended (incorporated
              by reference to Verizon Communications Inc.'s Annual Report on Form 10-K for the year
              ended December 31, 2000, Exhibit 3(a))

    3.3       By-laws of Verizon Global Funding Corp. (incorporated by reference to Verizon Global
              Funding Corp.'s Registration Statement on Form S-4 Registration No. 333-64792, Exhibit
                3.3)

    3.4       By-laws of Verizon Communications Inc. (incorporated by reference to Verizon
              Communications Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000,
              Exhibit 3(b))

    4.1       Form of Indenture among Verizon Global Funding Corp., Verizon Communications Inc. and First
              Union National Bank, as Trustee, dated as of December 1, 2000 (incorporated by reference to
              Verizon Global Funding Corp.'s Registration Statement on Form S-4 Registration No. 333-64792,
              Exhibit 4.1)

    4.2       Form of Floating Rate Notes due 2002 (including Support Agreement between Verizon
              Communications Inc. and Verizon Global Funding Corp. dated as of October 31, 2000)*

    4.3       Exchange and Registration Rights Agreement, dated May 2, 2001 by and among Verizon Global
              Funding Corp., Verizon Communications Inc. and Lehman Brothers Inc.*

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

    12        Statement of Verizon Communications Inc. Consolidated Computation of Ratio of Earnings to
              Fixed Charges (incorporated by reference to Verizon Communications Inc.'s Quarterly Report on
              Form 10-Q for the quarter ended September 30, 2001, Exhibit 12)

    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*

    99.1      Form of Letter of Transmittal*

    99.2      Form of Notice of Guaranteed Delivery*

 * Filed herewith.
</TABLE>


                                      E-1


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>FORM OF FLOATING RATE NOTES
<TEXT>
<PAGE>

                                                                     Exhibit 4.2
                         VERIZON GLOBAL FUNDING CORP.

                          FLOATING RATE NOTE DUE 2002


                                            PRINCIPAL AMOUNT $_______________ as
                                            revised by the Schedule of Increases
                                            in Global Security attached hereto.

                                            CUSIP No.
No. ______                                  92344G AG 1

                                            ISIN No.
                                            US92344GAG10


 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
 AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
 JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
 MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
 DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
 EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF
 AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
 OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
 RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
 ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
 AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
 SUCH SECURITY), ONLY (A) TO THE COMPANY, OR VERIZON COMMUNICATIONS INC., (B)
 PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
 SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
 PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
 BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
 SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
 QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
 BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
 OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
 SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING
 OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
 THE


<PAGE>


 SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
 ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM
 PRINCIPAL AMOUNT OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT
 WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
 VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
 FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
 COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
 PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
 COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
 THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
 RESTRICTION TERMINATION DATE.

 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
 DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
 TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
 AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
 OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
 PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
 AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
 VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
 OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
 NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
 NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
 TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
 REFERRED TO ON THE REVERSE HEREOF.

     VERIZON GLOBAL FUNDING CORP., a Delaware corporation (the "Issuer" or the
 "Company," which terms include any successor corporation under the Indenture
 hereinafter referred to), for value received, hereby promises to pay to CEDE &
 CO., or registered assigns, the principal sum of ______________________DOLLARS,
 as revised by the Schedule of Increases and Decreases in Global Security
 attached hereto, on November 4, 2002, and to pay interest thereon as provided
 below.

     Interest on this Note shall be paid quarterly in arrears on August 4, 2001,
 November 4, 2001, February 4, 2002, May 4, 2002, August 4, 2002, each an
 interest payment date, and on the maturity date. If any of the quarterly
 interest payment dates listed above falls on a day that is not a business day,
 the Company will postpone the interest payment date to the next succeeding
 business day unless that business day is in the next succeeding calendar month,
 in which case the interest payment date will be the immediately preceding
 business day. Interest on this Note will be computed on the basis of a 360 day
 year for the actual number of days elapsed.


                                        2
<PAGE>


     All references in the Indenture and this Note to interest shall be deemed
 to include a reference to additional interest if payable pursuant to the
 Registration Rights Agreement (including, without limitation, references to
 interest in clause (1) of Section 501 of the Indenture). If additional interest
 is payable on this Note as contemplated under the Registration Rights
 Agreement, it shall be payable on each interest payment date and at maturity to
 the record holder entitled to interest on such date.

     Interest on this Note will accrue from, and including, May 2, 2001, to, and
 excluding, the first interest payment date and then from, and including, the
 immediately preceding interest payment date to which interest has been paid or
 duly provided for to, but excluding, the next interest payment date or the
 maturity date, as the case may be (each, an "interest period"). The amount of
 accrued interest for any interest period shall be calculated by multiplying the
 face amount of this Note by an accrued interest factor. This accrued interest
 factor shall be computed by adding the interest factor calculated for each day
 from May 2, 2001, or from the last date the Company paid interest, to the date
 for which accrued interest is being calculated. The interest factor for each
 day shall be computed by dividing the interest rate applicable to that day by
 360.

     If the maturity date of this Note falls on a day that is not a business
 day, the Company shall pay principal and interest on the next succeeding
 business day, as if that payment was made on the date that the payment was due.

     The interest payable on this Note on any interest payment date will, except
 as otherwise provided in the Indenture, be paid to the person in whose name
 this Note is registered at the close of business on the fifteenth calendar day,
 whether or not a business day, immediately preceding the interest payment date.
 However, interest payable on the maturity date will be payable to the person to
 whom the principal will be payable.

     "Business day" means any day except a Saturday, a Sunday or a legal holiday
 in The City of New York on which banking institutions are authorized or
 required by law, regulation or executive order to close; provided, that the day
 is also a London business day. "London business day" means any day on which
 dealings in United States dollars are transacted in the London interbank
 market.

     The interest rate on this Note will be calculated by the calculation agent
 and will be equal to LIBOR plus .05%, except that the interest rate in effect
 for the period from May 2, 2001 to and including August 3, 2001 will be
 established as the rate for deposits in United States dollars having a maturity
 of three months commencing on May 2, 2001 that appears on Telerate Page 3750 as
 of 11:00 A.M., London time, on April 30, 2001, plus .05%. The calculation agent
 will reset the interest rate on each interest payment date, each an "interest
 reset date". The second London business day preceding an interest reset date
 will be the "interest determination date" for that interest reset date. The
 interest rate in effect on each day that is not an interest reset date will be
 the interest rate determined as of the interest determination date pertaining
 to the immediately preceding interest reset date. The interest rate in effect
 on any day that is an interest reset date will be the interest rate determined
 as of the interest determination date pertaining to that interest reset date,
 except that the interest rate in effect for the period from and including May
 2, 2001 to and including August 3, 2001 will be the initial interest rate.


                                        3
<PAGE>


     "LIBOR" will be determined by the calculation agent in accordance with the
 following provisions:

     (i) With respect to any interest determination date, LIBOR will be the rate
     for deposits in United States dollars having a maturity of three months
     commencing on the first day of the applicable interest period that appears
     on Telerate Page 3750 as of 11:00 A.M., London time, on that interest
     determination date. If no rate appears, LIBOR, in respect to that interest
     determination date, will be determined in accordance with the provisions
     described in (ii) below.

     (ii) With respect to an interest determination date on which no rate
     appears on Telerate Page 3750, as specified in (i) above, the calculation
     agent will request the principal London offices of each of four major
     reference banks in the London interbank market, as selected by the
     calculation agent, to provide the calculation agent with its offered
     quotation for deposits in United States dollars for the period of three
     months, commencing on the first day of the applicable interest period, to
     prime banks in the London interbank market at approximately 11:00 A.M.,
     London time, on that interest determination date and in a principal amount
     that is representative for a single transaction in United States dollars in
     that market at that time. If at least two quotations are provided, then
     LIBOR on that interest determination date will be the arithmetic mean of
     those quotations. If fewer than two quotations are provided, then LIBOR on
     the interest determination date will be the arithmetic mean of the rates
     quoted at approximately 11:00 A.M., in The City of New York, on the
     interest determination date by three major banks in The City of New York
     selected by the calculation agent for loans in United States dollars to
     leading European banks, having a three-month maturity and in a principal
     amount that is representative for a single transaction in United States
     dollars in that market at that time; provided, however, that if the banks
     selected by the calculation agent are not providing quotations in the
     manner described by this sentence, LIBOR determined as of that interest
     determination date will be LIBOR in effect on that interest determination
     date.

     "Telerate Page 3750" means the display designated as "Page 3750" on
 Telerate, Inc., or any successor service, for the purpose of displaying the
 London interbank rates of major banks for United States dollars.

     The calculation agent shall be First Union National Bank, or such other
 Person as the Company shall from time to time designate.

     Payment of the principal of (and premium, if any) and interest on this Note
 will be made in such coin or currency of the United States of America as at the
 time of payment is legal tender for payment of public and private debts and as
 otherwise provided in the Indenture.

     Reference is hereby made to the further provisions of this Note set forth
 on the reverse hereof, which further provisions shall for all purposes have the
 same effect as if set forth at this place.


                                        4
<PAGE>


     Unless the certificate of authentication hereon has been executed by or on
 behalf of First Union National Bank, the Trustee for this Note under the
 Indenture, or its successor thereunder, by the manual signature of one of its
 authorized officers, this Note shall not be entitled to any benefit under the
 Indenture or be valid or obligatory for any purpose.

     The undersigned hereby certifies that the Support Agreement endorsed hereon
 is a true and complete copy of the manually executed Support Agreement.


                                        5
<PAGE>



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
 executed, manually or in facsimile.



 Dated: May 2, 2001



                                       VERIZON GLOBAL FUNDING CORP.


                                       By:______________________________
                                             Name:  Janet M. Garrity
                                             Title:  President and Treasurer




                                       Attest:


                                       By:______________________________
                                             Name:  Mary Louise Weber
                                             Title:  Assistant Secretary


 CERTIFICATE OF AUTHENTICATION

 This is one of the Securities of the series designated therein described in the
 within-mentioned Indenture.

 FIRST UNION NATIONAL BANK,
    as Trustee


 By:
     -----------------------------------------
     Authorized Officer



                                       S-1
<PAGE>



                                (Reverse of Note)

                         VERIZON GLOBAL FUNDING CORP.

     This Note is one of a duly authorized issue of Securities of the Company
 designated as its Floating Rate Notes Due 2002 (the "Notes"). The Notes are one
 of an indefinite number of series of debt securities of the Company (the
 "Securities"), issued or issuable under and pursuant to an indenture (the
 "Indenture") dated as of December 1, 2000, between the Company, Verizon
 Communications Inc. ("Parent") and First Union National Bank (herein called the
 "Trustee," which term includes any successor Trustee under the Indenture), to
 which Indenture and all indentures supplemental thereto reference is hereby
 made for a statement of the respective rights thereunder of the Company,
 Parent, the Trustee and the Holders of the Notes and the terms upon which the
 Notes are to be authenticated and delivered. The terms of this Note include
 those stated in the Indenture and those made part of the Indenture by reference
 to the Trust Indenture Act of 1939, as amended. This Note is one of a series
 designated on the face hereof. The terms of other series of Securities issued
 under the Indenture may vary with respect to interest rates or interest rate
 formulas, issue dates, maturity, redemption, repayment, currency of payment and
 otherwise as provided in the Indenture. The Indenture further provides that
 Securities of a single series may be issued at various times, with different
 maturity dates and may bear interest at different rates. Holders of the Notes
 are entitled to the benefits of the Exchange and Registration Rights Agreement,
 dated as of May 2, 2001 (the "Registration Rights Agreement"), among the
 Company, Parent and the initial purchaser named therein. The Notes, any related
 Private Exchange Securities (as defined in any registration rights agreement
 related to this series) and any related Exchange Securities (as defined in any
 registration rights agreement related to this series) shall vote and consent
 together on all matters as one class, and none such securities shall have the
 right to vote or consent as a separate class.

     This Note is not subject to any sinking fund.

     If an Event of Default with respect to the Notes shall occur and be
 continuing, then either the Trustee or the Holders of not less than 25% in
 aggregate principal amount of the Notes of this series then Outstanding may
 declare the entire principal amount of the Notes of this series due and payable
 in the manner and with the effect provided in the Indenture.

     The Notes shall not be redeemable prior to their stated maturity.

     The Indenture permits, with certain exceptions as therein provided, the
 Company, Parent and the Trustee with the consent of the Holders of more than a
 majority in aggregate principal amount of the Outstanding Securities of each
 series issued under the Indenture to be affected thereby, to execute
 supplemental indentures for the purpose of adding any provisions to or changing
 in any manner or eliminating any of the provisions of the Indenture or of
 modifying in any manner the rights of the Holders of such Securities and any
 related coupons under the Indenture; provided, however, that no such
 supplemental indenture shall, among other things, (i) change the Stated
 Maturity of the principal of, or any installment of principal of or interest
 on, any Security, or reduce the principal amount thereof or the rate of
 interest thereon, if any, or any premium payable upon redemption thereof;
 subject to certain exceptions, change any obligation of the Company to pay
 additional amounts pursuant to Section 1006 of the Indenture; change the


                                       S-2
<PAGE>


 Place of Payment on any Security or the currency or currency unit in which any
 Security or the principal or interest thereon is payable; impair the right to
 institute suit for the enforcement of any such payment on or after the Stated
 Maturity thereof (or in the case of redemption on or after the Redemption
 Date); impair any right of Holders of any Security to repay or purchase
 Securities at their option; reduce or alter the method of computation of any
 amount payable upon redemption, repayment or purchase of any Securities by the
 Company (or the time when such redemption, repayment or purchase may be made),
 (ii) reduce the percentage in principal amount of the Outstanding Securities of
 any particular series, the Holders of which are required to consent to any
 supplemental indenture, or any waiver, (iii) modify any of the provisions of
 Sections 513, 902 or 1006 of the Indenture, except to increase any such
 percentage or to provide that certain other provisions of the Indenture cannot
 be modified or waived without the consent of the Holder of each Security
 affected thereby; provided, however, that this clause shall not be deemed to
 require the consent of any Holder of a Security or coupon with respect to
 changes in the references to "the Trustee" and concomitant changes in Sections
 902 and 1006 of the Indenture, or the deletion of this proviso, in accordance
 with the requirements of Sections 609, 61l(b), 901(6) and 901(7) of the
 Indenture, or (iv) except as provided in Section 901(12) of the Indenture,
 modify any of the provisions of the Support Agreement.

     A supplemental indenture which changes or eliminates any covenant or other
 provision of the Indenture which has expressly been included solely for the
 benefit of one or more particular series of Securities, or which modifies the
 rights of the Holders of Securities of such series with respect to such
 covenant or other provision, shall be deemed not to affect the rights under the
 Indenture of the Holders of Securities of any other series.

     The Indenture also contains provisions permitting the Holders of not less
 than a majority in principal amount of the Outstanding Securities of any
 particular series and any related coupons, on behalf of the Holders of all the
 Securities of that series, to waive certain past defaults under the Indenture
 and their consequences with respect to such series, except a default in the
 payment of principal of (or premium, if any) or interest, if any, on any
 Security of that series or a default with respect to a covenant or provision of
 the Indenture which cannot be amended without the consent of such Holder.

     The Notes are issuable only in registered form without coupons in
 denominations of $1,000 and integral multiples thereof. As provided in the
 Indenture and subject to certain limitations therein set forth, the Notes are
 exchangeable for a like aggregate principal amount of Notes as requested by the
 Holder surrendering the same. If (x) the Depositary is at any time unwilling or
 unable to continue as depository or if at any time the Depositary shall no
 longer be eligible under Section 303 of the Indenture and a successor
 depository is not appointed by the Company within 90 days after the Company
 receives such notice or becomes aware of such ineligibility or (y) the Company
 delivers to the Trustee a Company Order to the effect that this Note shall be
 exchangeable, this Note shall be exchangeable for Notes in definitive form and
 in an equal aggregate principal amount. Such definitive Notes shall be
 registered in such name or names as the Depositary shall instruct the Trustee.

     As provided in the Indenture and subject to certain limitations set forth
 therein and above, the transfer of this Note may be registered on the Security
 Register of the Company, upon surrender of this Note for registration of
 transfer at the office or agency of the Company in


                                       S-3
<PAGE>


 a Place of Payment, duly endorsed by, or accompanied by a written instrument of
 transfer in form satisfactory to the Company and the Security Registrar duly
 executed by, the Holder hereof or by his attorney duly authorized in writing,
 and thereupon one or more new Notes of authorized denominations and of a like
 Stated Maturity and of like series and the same aggregate principal amount,
 with like terms and conditions having endorsed thereon the text of the Support
 Agreement, will be issued to the designated transferee or transferees.

     No service charge shall be made for any such registration of transfer or
 exchange, but the Company may require payment of a sum sufficient to cover any
 tax or other governmental charge payable in connection therewith.

     No reference herein to the Indenture and no provision of this Note or of
 the Indenture shall alter or impair the obligation of the Company, which is
 absolute and unconditional, to pay the principal of (and premium, if any) and
 interest on this Note at the time, place and rate, and in the coin or currency,
 herein and in the Indenture prescribed.

     Holders of the Notes are entitled to the benefits of a Support Agreement
 between the Company and Parent in the form endorsed hereon.

     Prior to due presentment of this Note for registration of transfer, the
 Company, Parent or the Trustee and any agent of the Company, Parent or the
 Trustee may treat the Person in whose name this Note is registered as the owner
 hereof for all purposes, whether or not this Note be overdue, and neither the
 Company, Parent, the Trustee nor any such agent shall be affected by notice to
 the contrary.

     Certain of the Company's and Parent's obligations under the Indenture with
 respect to Notes may be terminated if the Company or Parent irrevocably
 deposits with the Trustee money or Government Obligations sufficient to pay and
 discharge the entire indebtedness on all Notes, as provided in the Indenture.

     No recourse shall be had for the payment of the principal of (and premium,
 if any), or the interest, if any, on this Note, or for any claim based thereon,
 or upon any obligation, covenant or agreement of the Company or Parent in the
 Indenture or the Support Agreement, against any incorporator, stockholder,
 officer or director, as such, past, present of future, of the Company, Parent
 or of any successor corporation, whether by virtue of any constitution, statute
 or rule of law or by the enforcement of any assessment of penalty or otherwise;
 and all such personal liability is expressly released and waived as a condition
 of, and as part of the consideration for, the issuance of this Note.

     The Indenture and the Notes shall be governed by and construed in
 accordance with the laws of the State of New York.

     All terms used in this Note which are defined in the Indenture shall have
 the meanings assigned to them in the Indenture.


                                       S-4
<PAGE>


                                 ASSIGNMENT FORM

            To assign this Security, fill in the form below:

            I or we assign and transfer this Security to

             -----------------------------------------------------
             (Print or type assignee's name, address and zip code)


             -----------------------------------------------------
                 (Insert assignee's soc. sec. or tax I.D. No.)

     and irrevocably appoint ___________ agent to transfer this Security on
     the books of the Company. The agent may substitute another to act for
     him.

 Date:____________________                   Your Signature:___________________

 Signature Guarantee:__________________________________________________________
                        (Signature must be guaranteed)


 ------------------------------------------------------------------------------
 Sign exactly as your name appears on the other side of this Security.

 The signature(s) should be guaranteed by an eligible guarantor institution
 (banks, stockbrokers, savings and loan associations and credit unions with
 membership in an approved signature guarantee medallion program), pursuant to
 S.E.C. Rule 17Ad-15.

 In connection with any transfer or exchange of any of the Securities evidenced
 by this certificate occurring prior to the date that is two years after the
 later of the date of original issuance of such Securities and the last date, if
 any, on which such Securities were owned by the Company or any Affiliate of the
 Company, the undersigned confirms that such Securities are being:

 CHECK ONE BOX BELOW:

 1. [ ]  acquired for the undersigned's own account, without transfer; or
 2. [ ]  transferred to the Company or Parent; or
 3. [ ]  transferred pursuant to and in compliance with Rule 144A under the
 4. [ ]  transferred pursuant to an effective registration statement under the
 5. [ ]  transferred pursuant to and in compliance with Regulation S under the



<PAGE>


 6. [ ]  transferred to an institutional "accredited investor" (as defined in
 7. [ ]  transferred pursuant to another available exemption from the
         registration requirements of the Securities Act of 1933




 Unless one of the boxes is checked, the Trustee will refuse to register any of
 the Securities evidenced by this certificate in the name of any person other
 than the registered Holder thereof; provided, however, that if box (5), (6) or
 (7) is checked, the Trustee or the Company may require, prior to registering
 any such transfer of the Securities, in their sole discretion, such legal
 opinions, certifications and other information as the Trustee or the Company
 may reasonably request to confirm that such transfer is being made pursuant to
 an exemption from, or in a transaction not subject to, the registration
 requirements of the Securities Act of 1933, such as the exemption provided by
 Rule 144 under such Act.

                                                 ------------------------------
                                                                       Signature

 Signature Guarantee:

 -----------------------------             ------------------------------------
(Signature must be guaranteed)             Signature

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

 The signature(s) should be guaranteed by an eligible guarantor institution
 (banks, stockbrokers, savings and loan associations and credit unions with
 membership in an approved signature guarantee medallion program), pursuant to
 S.E.C. Rule 17Ad-15.

 TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
 for its own account or an account with respect to which it exercises sole
 investment discretion and that it and any such account is a "qualified
 institutional buyer" within the meaning of Rule 144A under the Securities Act
 of 1933, as amended, and is aware that the sale to it is being made in reliance
 on Rule 144A and acknowledges that it has received such information regarding
 the Company as the undersigned has requested pursuant to Rule 144A or has
 determined not to request such information and that it is aware that the
 transferor is relying upon the undersigned's foregoing representations in order
 to claim the exemption from registration provided by Rule 144A.

------------------------
Dated:


                                        2
<PAGE>


             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

 The following increases or decreases in this Global Security have been made:
<TABLE>
<CAPTION>
<S>             <C>                           <C>                        <C>                         <C>
                Amount of decrease in         Amount of increase         Global Security following   Signature of authorized
   Date of      Principal Amount of this      in Principal Amount         such decrease or           signatory of Trustee or
   Exchange     Global Security               of this Global Security    increase                    Securities Custodian
   --------     ------------------------      -----------------------    -------------------------   -----------------------



</TABLE>

                                        3
<PAGE>


                                SUPPORT AGREEMENT
                                     BETWEEN
                          VERIZON COMMUNICATIONS INC.
                                       AND
                         VERIZON GLOBAL FUNDING CORP.


     This Agreement, made and entered into as of October 31, 2000, by and
 between Verizon Communications Inc., a Delaware corporation ("Parent"), and
 Verizon Global Funding Corp., a Delaware corporation ("Subsidiary").

                             W I T N E S S E T H :
                             - - - - - - - - - -

     WHEREAS, Parent is directly or indirectly the owner of 100% of the
 outstanding common stock of Subsidiary; and

     WHEREAS, Subsidiary has incurred, and from time to time will incur,
 indebtedness through (a) the public and non-public debt markets, (b) the
 issuance of commercial paper, (c) bank credit facilities, (d) negotiated loans,
 (e) foreign exchange transactions or financial derivative agreements, (f) bid
 and performance bonds or financial agreements in respect of the activities of
 affiliates and subsidiaries of Verizon Investments Inc. and (g) structured
 transactions involving the issuance, repurchase or guarantee of the equity
 instruments of subsidiaries of the Parent (including any required
 capitalization of such subsidiaries) where the proceeds received from such
 structured transactions would be considered indebtedness for U.S. income tax
 purposes (all such debt instruments, loans, commercial paper, bank agreements,
 foreign exchange transactions, derivative agreements, bid and performance
 bonds, financial guarantees and other instruments that would be considered
 indebtedness for U.S. income tax purposes being hereinafter referred to as
 "Debt"), thereby incurring indebtedness to parties other than Parent and its
 affiliates; and

     WHEREAS, in order to enhance and maintain the financial condition of
 Subsidiary to enhance its ability to issue Debt, Parent and Subsidiary from
 time to time have entered into support agreements, including a Support
 Agreement dated as of April 3, 1998 (the "1998 Support Agreement"); and

     WHEREAS, Parent and Subsidiary desire to amend and restate the 1998 Support
 Agreement in its entirety as hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual promises herein contained,
 the parties hereto agree that the 1998 Support Agreement shall be amended and
 restated in its entirety as follows:

     1.  Stock Ownership. During the term of this Agreement, Parent will own
 directly or indirectly all of the voting capital stock of Subsidiary now or
 hereafter issued and outstanding.



<PAGE>


     2.  Net Worth. During the term of this Agreement, Parent shall cause
 Subsidiary to maintain at all times a positive tangible net worth, as
 determined in accordance with generally accepted accounting principles.

     3. Liquidity Provision. If, during the term of this Agreement, Subsidiary
 requires funds to make timely payment of interest, principal or premium, if
 any, on any Debt, and such funds are not obtainable by Subsidiary from other
 sources on commercially reasonable terms, Parent shall provide to Subsidiary,
 at its request, such funds either as equity or as a loan, at Parent's option,
 to assure that the Subsidiary will be able to pay such principal, interest and
 premium, if any, when due. If such funds are advanced to Subsidiary as a loan,
 such loan shall be on such terms and conditions, including maturity and rate of
 interest, as Parent and Subsidiary shall agree. Notwithstanding the foregoing,
 any such loan shall be subordinated in all respects to any and all Debt,
 whether or not such Debt is outstanding at the time of such loan.

     4.  Waivers. Parent hereby waives any failure or delay on the part of
 Subsidiary in asserting or enforcing any of its right or in making any claims
 or demands hereunder.

     5. Rights of Lender. Except as may be provided in any indenture or
 agreement pursuant to which Debt is issued, any Lender (defined below) shall
 have the right to proceed directly against Parent without first proceeding
 against Subsidiary to enforce Subsidiary's rights under paragraphs 1, 2 and 3
 of this Agreement or to obtain payment of any defaulted interest, principal or
 premium owed to such Lender. However, in no event may any Lender, on default by
 Parent or Subsidiary under the terms of the indenture or other agreement
 pursuant to which Debt is issued, or upon failure to comply with this Agreement
 by Parent or Subsidiary, have recourse 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 Parent. The Term "Lender", as used in this Agreement, shall mean
 any Person, firm or corporation to which Subsidiary is indebted for the Debt or
 which is acting as trustee or authorized representative with respect to the
 Debt on behalf of such person, firm or corporation.

     6. Termination; Amendment. This Agreement may be modified or amended in a
 manner that adversely affects the rights of the holders of Debt only if all
 Lenders consent in advance and in writing to such modification or amendment. No
 modification or amendment to this Agreement relating to the provisions set
 forth in paragraphs 1, 2, 3 or 5 or this sentence shall be made unless
 Subsidiary applies to the Securities and Exchange Commission for an amended
 order relating to such modifications or amendment, and the Commission grants
 such amended order. This Agreement may be terminated by either the Parent or
 the Subsidiary by notice to the other party, provided that such termination
 shall be effective only after all outstanding Debt issued by the Subsidiary is
 paid in full.


                                        2
<PAGE>


     7.  Notice. Any notice, instruction, request, consent, demand or other
 communication required or contemplated by this Agreement to be in writing,
 shall be given or made or communicated by United States first class mail,
 addressed as follows:

If to Parent;                          Verizon Communications Inc.
                                       1095 Avenue of the Americas
                                       New York, New York  10036

                                       Attention:  Senior Vice President and
                                       Treasurer

If to Subsidiary:                      Verizon Global Funding Corp.
                                       3900 Washington Street, 2nd Floor
                                       Wilmington, Delaware  19802

                                       Attention:  President and Treasurer

     8.  Successors. The covenants, representations, warranties and agreements
 herein set forth shall be mutually binding upon, and inure to the mutual
 benefit of, Parent and its successors, Subsidiary and its successors and
 Lenders from time to time.

     9.  Governing Law; Counterparts. This Agreement shall be governed by the
 laws of the State of New York. This instrument may be executed in
 counterparts and the executed counterparts shall together constitute one
 instrument.


                                        3
<PAGE>


     IN WITNESS WHEREOF, the parties have set their hands and affixed their
 corporate seals as of the day and year first above written.


ATTEST:                                  VERIZON COMMUNICATIONS INC.


By: /s/ Robert W. Erb                    By: /s/ William F. Heitmann
   ------------------                       ------------------------
      Assistant Secretary                    Senior Vice President and Treasurer
(SEAL)

ATTEST:                                  VERIZON GLOBAL FUNDING CORP.


By: /s/ Robert W. Erb                    By: /s/ Janet M. Garrity
   ------------------                       ------------------------------
      Secretary                              President and Treasurer
 (SEAL)



                                        4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit 4.3
                         VERIZON GLOBAL FUNDING CORP.

                  $2,000,000,000 Floating Rate Notes due 2002

                  EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
                  ------------------------------------------

                                                                    May 2, 2001

 Lehman Brothers Inc.
 3 World Financial Center
 200 Vesey Street
 New York, NY  10285


 Ladies and Gentlemen:

     Verizon Global Funding Corp., a Delaware corporation (the "Company"),
 proposes to issue and sell to Lehman Brothers Inc. (the "Initial Purchaser"),
 upon the terms and subject to the conditions set forth in a purchase agreement,
 dated April 27, 2001 (the "Purchase Agreement"), $2,000,000,000 aggregate
 principal amount of its Floating Rate Notes due 2002 (the "Securities") to be
 supported by Verizon Communications Inc. (the "Support Provider") pursuant to a
 support agreement, dated as of October 31, 2000 (the "Support Agreement"),
 between the Company and the Support Provider. Capitalized terms used but not
 defined herein shall have the meanings given to such terms in the Purchase
 Agreement.

     As an inducement to the Initial Purchaser to enter into the Purchase
 Agreement and in satisfaction of a condition to the obligations of the Initial
 Purchaser thereunder, the Company and the Support Provider agree with the
 Initial Purchaser, for the benefit of the holders (including the Initial
 Purchaser) of the Securities, the Exchange Securities (as defined herein) and
 the Private Exchange Securities (as defined herein) (collectively, the
 "Holders"), as follows:

     1. Registered Exchange Offer. The Company and the Support Provider shall
 (i) prepare and, not later than 210 days following the date of original
 issuance of the Securities (the "Issue Date"), file with the Securities and
 Exchange Commission (the "Commission") a registration statement (the "Exchange
 Offer Registration Statement") on an appropriate form under the Securities Act
 with respect to a proposed offer to the Holders of the Securities (the
 "Registered Exchange Offer") to issue and deliver to the Holders of the
 Securities, in exchange for their Securities, a like aggregate principal amount
 of debt securities of the Company (the "Exchange Securities") that are
 identical in all material respects to the Securities and similarly entitled to
 the benefits of the Support Agreement, except for the transfer restrictions
 relating to the Securities, (ii) use their reasonable best efforts to cause the
 Exchange Offer Registration Statement to become effective under the Securities
 Act no later than 285 days after the Issue Date and the Registered Exchange
 Offer to be consummated no later than 315 days after the Issue Date and (iii)
 keep the Exchange Offer Registration Statement effective for not less than 20
 business days (or longer, if required by applicable law) after the date on
 which notice of the



<PAGE>




 Registered Exchange Offer is mailed to the Holders (such period being called
 the "Exchange Offer Registration Period"). The Exchange Securities will be
 issued under the Indenture or an indenture (the "Exchange Securities
 Indenture") between the Company, the Support Provider and the Trustee or such
 other bank or trust company that is reasonably satisfactory to the Initial
 Purchaser, as Trustee (the "Exchange Securities Trustee"), such indenture to be
 identical in all material respects to the Indenture, except for the transfer
 restrictions relating to the Securities (as described above).


     Upon the effectiveness of the Exchange Offer Registration Statement, the
 Company and the Support Provider shall promptly commence the Registered
 Exchange Offer, it being the objective of such Registered Exchange Offer to
 enable each Holder electing to exchange Securities for the applicable Exchange
 Securities (assuming that such Holder (a) is not an affiliate of the Company or
 an Exchanging Dealer (as defined herein) not complying with the requirements of
 the next sentence, (b) is not the Initial Purchaser holding Securities that
 have, or that are reasonably likely to have, the status of an unsold allotment
 in an initial distribution, (c) acquires the Exchange Securities in the
 ordinary course of such Holder's business and (d) has no arrangements or
 understandings with any person to participate in the distribution of the
 Exchange Securities) and to trade such Exchange Securities from and after their
 receipt without any limitations or restrictions under the Securities Act and
 without material restrictions under the securities laws of the several states
 of the United States. The Company, the Support Provider, the Initial Purchaser
 and each Exchanging Dealer acknowledge that, pursuant to current
 interpretations by the Commission's staff of Section 5 of the Securities Act,
 each Holder that is a broker-dealer electing to exchange Securities, acquired
 for its own account as a result of market-making activities or other trading
 activities, for the applicable Exchange Securities (an "Exchanging Dealer"), is
 required to deliver a prospectus containing substantially the information set
 forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
 Procedures" section and the "Purpose of the Exchange Offer" section and in
 Annex C hereto in the "Plan of Distribution" section of such prospectus in
 connection with a sale of any such Exchange Securities received by such
 Exchanging Dealer pursuant to the Registered Exchange Offer.


     If, prior to the consummation of the Registered Exchange Offer, any Holder
 holds any Securities acquired by it that have, or that are reasonably likely to
 be determined to have, the status of an unsold allotment in an initial
 distribution, or any Holder is not entitled to participate in the Registered
 Exchange Offer, the Company shall, upon the request of any such Holder,
 simultaneously with the delivery of the Exchange Securities in the Registered
 Exchange Offer, issue and deliver to any such Holder, in exchange for the
 Securities held by such Holder, a like aggregate principal amount of debt
 securities of the Company (the "Private Exchange Securities") that are
 identical in all material respects to the Exchange Securities and similarly
 entitled to the benefits of the Support Agreement, except for the transfer
 restrictions relating to such Private Exchange Securities (the "Private
 Exchange"). The Private Exchange Securities will be issued under the same
 indenture as the Exchange Securities, and the Company shall use its reasonable
 best efforts to cause the Private Exchange Securities to bear the same CUSIP
 number as the applicable Exchange Securities.


                                       -2-
<PAGE>


     In connection with the Registered Exchange Offer, the Company and the
 Support Provider shall:

     (a) mail to each Holder a copy of the prospectus forming part of the
 Exchange Offer Registration Statement, together with an appropriate letter of
 transmittal and related documents;

     (b) keep the Registered Exchange Offer open for not less than 20 business
 days (or longer, if required by applicable law) after the date on which notice
 of the Registered Exchange Offer is mailed to the Holders;

     (c) utilize the services of a depositary for the Registered Exchange Offer
 with an address in the Borough of Manhattan, The City of New York;

     (d) permit Holders to withdraw tendered Securities at any time prior to the
 close of business, New York City time, on the last business day on which the
 Registered Exchange Offer shall remain open; and

     (e) otherwise comply in all respects with all laws that are applicable to
 the Registered Exchange Offer.


     As soon as practicable after the close of the Registered Exchange Offer and
 any Private Exchange, the Company and the Support Provider shall:

     (a) accept for exchange all Securities tendered and not validly withdrawn
 pursuant to the Registered Exchange Offer and the Private Exchange;

     (b) deliver to the Trustee for cancellation all Securities so accepted
 for exchange; and

     (c) cause the Trustee or the Exchange Securities Trustee, as the case may
 be, promptly to authenticate and deliver to each Holder, the applicable
 Exchange Securities or Private Exchange Securities, as the case may be, equal
 in principal amount and maturity to the Securities of such Holder so accepted
 for exchange.


     The Company and the Support Provider shall use its reasonable best efforts
 to keep the Exchange Offer Registration Statement effective and to amend and
 supplement the prospectus contained therein in order to permit such prospectus
 to be used by all persons subject to the prospectus delivery requirements of
 the Securities Act for such period of time as such persons must comply with
 such requirements in order to resell the Exchange Securities; provided, that
 (i) in the case where such prospectus and any amendment or supplement thereto
 must be delivered by an Exchanging Dealer, such period shall be the lesser of
 90 days and the date on which all Exchanging Dealers have sold all Exchange
 Securities held by them and (ii) the Company and the Support Provider shall
 make such prospectus and any amendment or supplement thereto available to any
 broker-dealer for use in connection with any resale of any Exchange Securities
 for a period of not less than 90 days after the consummation of the Registered
 Exchange Offer.


                                       -3-
<PAGE>


     The Indenture or the Exchange Securities Indenture, as the case may be,
 shall also provide that the Securities, the Exchange Securities and the Private
 Exchange Securities shall vote and consent together on all matters as one class
 and that none of the Securities, the Exchange Securities or the Private
 Exchange Securities will have the right to vote or consent as a separate class
 on any matter.


     Interest on each Exchange Security and Private Exchange Security issued
 pursuant to the Registered Exchange Offer and in the Private Exchange will
 accrue from the last interest payment date on which interest was paid on the
 Securities surrendered in exchange therefor or, if no interest has been paid on
 the Securities, from the Issue Date.


     Each Holder participating in the Registered Exchange Offer shall be
 required to represent to the Company that at the time of the consummation of
 the Registered Exchange Offer (i) any Exchange Securities received by such
 Holder will be acquired in the ordinary course of business, (ii) such Holder
 will have no arrangements or understanding with any person to participate in
 the distribution of the Securities or the Exchange Securities within the
 meaning of the Securities Act and (iii) such Holder is not an affiliate of the
 Company or, if it is such an affiliate, such Holder will comply with the
 registration and prospectus delivery requirements of the Securities Act to the
 extent applicable.


     Notwithstanding any other provisions hereof, the Company and the Support
 Provider will ensure that (i) any Exchange Offer Registration Statement and any
 amendment thereto and any prospectus forming part thereof and any supplement
 thereto complies in all material respects with the Securities Act and the rules
 and regulations of the Commission thereunder, (ii) any Exchange Offer
 Registration Statement and any amendment thereto does not, when it becomes
 effective, contain an untrue statement of a material fact or omit to state a
 material fact required to be stated therein or necessary to make the statements
 therein not misleading and (iii) any prospectus forming part of any Exchange
 Offer Registration Statement, and any supplement to such prospectus, does not,
 as of the consummation of the Registered Exchange Offer, include an untrue
 statement of a material fact or omit to state a material fact necessary in
 order to make the statements therein, in the light of the circumstances under
 which they were made, not misleading.

     2. Shelf Registration. If (i) because of any change in law or applicable
 interpretations thereof by the Commission's staff the Company and the Support
 Provider are not permitted to effect the Registered Exchange Offer as
 contemplated by Section 1 hereof, or (ii) for any other reason the Registered
 Exchange Offer is not consummated within 315 days after the Issue Date, or
 (iii) the Initial Purchaser so requests with respect to the Securities or
 Private Exchange Securities not eligible to be exchanged for the applicable
 Exchange Securities in the Registered Exchange Offer and held by it following
 the consummation of the Registered Exchange Offer, or (iv) any applicable law
 or interpretations do not permit any Holder to participate in the Registered
 Exchange Offer, or (v) any Holder that participates in the Registered Exchange
 Offer does not receive freely transferable Exchange Securities in exchange for
 tendered Securities, or (vi) any Securities validly tendered pursuant to the
 Registered Exchange Offer are not exchanged for the applicable Exchange
 Securities within 10 days of being accepted for exchange:


                                       -4-
<PAGE>


     (a) The Company and the Support Provider shall use their reasonable best
 efforts to file as promptly as practicable (but in no event more than 45 days
 after so required or requested pursuant to this Section 2) with the Commission
 (the "Shelf Filing Date"), and thereafter shall use their reasonable best
 efforts to cause to be declared effective, a shelf registration statement on an
 appropriate form under the Securities Act relating to the offer and sale of the
 Transfer Restricted Securities (as defined below) by the Holders thereof from
 time to time in accordance with the methods of distribution set forth in such
 registration statement (hereafter, a "Shelf Registration Statement" and,
 together with any Exchange Offer Registration Statement, a "Registration
 Statement").

     (b) The Company and the Support Provider shall use their reasonable best
 efforts to keep the Shelf Registration Statement continuously effective in
 order to permit the prospectus forming part thereof to be used by Holders of
 Transfer Restricted Securities for a period of two years from the Issue Date or
 such shorter period that will terminate when all the Transfer Restricted
 Securities become eligible for resale without volume restrictions pursuant to
 Rule 144 under the Securities Act (in any such case, such period being called
 the "Shelf Registration Period"). The Company and the Support Provider shall be
 deemed not to have used their reasonable best efforts to keep the Shelf
 Registration Statement effective during the requisite period if either of them
 voluntarily takes any action that would result in Holders of Transfer
 Restricted Securities covered thereby not being able to offer and sell such
 Transfer Restricted Securities during that period, unless such action is
 required by applicable law.

     (c) Notwithstanding any other provisions hereof, the Company and the
 Support Provider will ensure that (i) any Shelf Registration Statement and any
 amendment thereto and any prospectus forming part thereof and any supplement
 thereto complies in all material respects with the Securities Act and the rules
 and regulations of the Commission thereunder, (ii) any Shelf Registration
 Statement and any amendment thereto (in either case, other than with respect to
 information included therein in reliance upon or in conformity with written
 information furnished to the Company by or on behalf of any Holder specifically
 for use therein (the "Holders' Information")) does not contain an untrue
 statement of a material fact or omit to state a material fact required to be
 stated therein or necessary to make the statements therein not misleading and
 (iii) any prospectus forming part of any Shelf Registration Statement, and any
 supplement to such prospectus (in either case, other than with respect to
 Holders' Information), does not include an untrue statement of a material fact
 or omit to state a material fact necessary in order to make the statements
 therein, in the light of the circumstances under which they were made, not
 misleading.

     (d) In the absence of events described in clauses (i) through (vi) of the
 first paragraph of this Section 2, the Company and the Support Provider shall
 not be permitted to discharge their obligations hereunder by means of the
 filing of a Shelf Registration Statement.

     3. Additional Interest.

     (a) The parties hereto agree that the Holders of Transfer Restricted
 Securities will suffer damages if the Company and the Support Provider fail to
 fulfill their obligations under Section 1 or Section 2, as applicable, and that
 it would not be feasible to ascertain the extent of


                                       -5-
<PAGE>


 such damages. Accordingly, if (i) the Exchange Offer Registration Statement is
 not filed with the Commission on or prior to 210 days after the Issue Date or
 the Shelf Registration Statement is not filed with the Commission prior to the
 Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not
 declared effective within 285 days after the Issue Date or the Shelf
 Registration Statement is not declared effective within 240 days after the
 Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or
 prior to 315 days after the Issue Date, or (iv) the Shelf Registration
 Statement is filed and declared effective within 240 days after the Shelf
 Filing Date but shall thereafter cease to be effective (at any time that the
 Company and the Support Provider are obligated to maintain the effectiveness
 thereof) without being succeeded within 45 days by an additional Registration
 Statement filed and declared effective (each such event referred to in clauses
 (i) through (iv), a "Registration Default"), the Company and the Support
 Provider will be jointly and severally obligated to pay additional interest to
 each Holder of Transfer Restricted Securities, during the period of one or more
 such Registration Defaults, in an amount equal to .25% per annum on the
 principal amount of Transfer Restricted Securities held by such Holder until
 (i) the applicable Registration Statement is filed, (ii) the Exchange Offer
 Registration Statement is declared effective and the Registered Exchange Offer
 is consummated, (iii) the Shelf Registration Statement is declared effective or
 (iv) the Shelf Registration Statement again becomes effective, as the case may
 be. The rate for additional interest will not exceed .25% per annum. Additional
 interest shall only accrue while there exists one or more Registration
 Defaults. As used herein, the term "Transfer Restricted Securities" means (i)
 each Security until the date on which such Security has been exchanged for a
 freely transferable applicable Exchange Security in the Registered Exchange
 Offer, (ii) each Security or Private Exchange Security until the date on which
 it has been effectively registered under the Securities Act and disposed of in
 accordance with the Shelf Registration Statement or (iii) each Security or
 Private Exchange Security until the date on which it is distributed to the
 public pursuant to Rule 144 under the Securities Act or is saleable pursuant to
 Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary
 in this Section 3(a), neither the Company nor the Support Provider shall be
 required to pay additional interest to a Holder of Transfer Restricted
 Securities if such Holder failed to comply with its obligations to make the
 representations set forth in the second to last paragraph of Section 1 or
 failed to provide the information required to be provided by it, if any,
 pursuant to Section 4(n).

     (b) The Company shall notify the Trustee and the Paying Agent under the
 Indenture immediately upon the happening of each and every Registration
 Default. The Company and the Support Provider shall pay the additional interest
 due on the Transfer Restricted Securities by depositing with the Paying Agent
 (which may not be the Company for these purposes), in trust, for the benefit of
 the Holders thereof, prior to 10:00 a.m., New York City time, on the next
 interest payment date specified by the Indenture and the Securities, sums
 sufficient to pay the additional interest then due. The additional interest due
 shall be payable on each interest payment date specified by the Indenture and
 the Securities to the record holder entitled to receive the interest payment to
 be made on such date. Each obligation to pay additional interest shall be
 deemed to accrue from and including the date of the applicable Registration
 Default.


                                       -6-
<PAGE>


(c) The parties hereto agree that the additional interest provided for in this
Section 3 constitutes a reasonable estimate of and is intended to constitute the
sole damages that will be suffered by Holders of Transfer Restricted Securities
by reason of the failure of (i) the Shelf Registration Statement or the Exchange
Offer Registration Statement to be filed, (ii) the Shelf Registration Statement
to remain effective or (iii) the Exchange Offer Registration Statement to be
declared effective and the Registered Exchange Offer to be consummated, in each
case to the extent required by this Agreement.

     4. Registration Procedures. In connection with any Registration
 Statement, the following provisions shall apply:

     (a) The Company shall (i) furnish to counsel for the Initial Purchaser,
 prior to the filing thereof with the Commission, a copy of the Registration
 Statement and each amendment thereof and each supplement, if any, to the
 prospectus included therein and shall use its reasonable best efforts to
 reflect in each such document, when so filed with the Commission, such comments
 as such counsel may reasonably propose; (ii) include the information set forth
 in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
 Procedures" section and the "Purpose of the Exchange Offer" section and in
 Annex C hereto in the "Plan of Distribution" section of the prospectus forming
 a part of the Exchange Offer Registration Statement, and include the
 information set forth in Annex D hereto in the Letter of Transmittal delivered
 pursuant to the Registered Exchange Offer; and (iii) if requested by the
 Initial Purchaser, include the information required by Items 507 or 508 of
 Regulation S-K, as applicable, in the prospectus forming a part of the Exchange
 Offer Registration Statement.

     (b) The Company shall advise counsel for the Initial Purchaser, each
 Exchanging Dealer and the Holders (if applicable) and, if requested by any such
 person, confirm such advice in writing (which advice pursuant to clauses
 (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of
 the prospectus until the requisite changes have been made):

          (i) when any Registration Statement and any amendment thereto has been
 filed with the Commission and when such Registration Statement or any
 post-effective amendment thereto has become effective;

          (ii) of any request by the Commission for amendments or supplements
 to any Registration Statement or the prospectus included therein or for
 additional information;

          (iii) of the issuance by the Commission of any stop order suspending
 the effectiveness of any Registration Statement or the initiation of any
 proceedings for that purpose;

          (iv) of the receipt by the Company of any notification with respect to
 the suspension of the qualification of the Securities, the Exchange Securities
 or the Private Exchange Securities for sale in any jurisdiction or the
 initiation or threatening of any proceeding for such purpose; and


                                       -7-
<PAGE>


          (v) of the happening of any event that requires the making of any
 changes in any Registration Statement or the prospectus included therein in
 order that the statements therein are not misleading and do not omit to state a
 material fact required to be stated therein or necessary to make the statements
 therein not misleading.

     (c) The Company and the Support Provider will make every reasonable effort
 to obtain the withdrawal at the earliest possible time of any order suspending
 the effectiveness of any Registration Statement.

     (d) The Company will furnish to each Holder of Transfer Restricted
 Securities included within the coverage of any Shelf Registration Statement,
 without charge, at least one conformed copy of such Shelf Registration
 Statement and any post-effective amendment thereto, including financial
 statements and schedules and, if any such Holder so requests in writing, all
 exhibits thereto (including those, if any, incorporated by reference).

     (e) The Company will, during the Shelf Registration Period, promptly
 deliver to each Holder of Transfer Restricted Securities included within the
 coverage of any Shelf Registration Statement, without charge, as many copies of
 the prospectus (including each preliminary prospectus) included in such Shelf
 Registration Statement and any amendment or supplement thereto as such Holder
 may reasonably request; and the Company consents to the use of such prospectus
 or any amendment or supplement thereto by each of the selling Holders of
 Transfer Restricted Securities in connection with the offer and sale of the
 Transfer Restricted Securities covered by such prospectus or any amendment or
 supplement thereto.

     (f) The Company will furnish to the Initial Purchaser and each Exchanging
 Dealer, and to any other Holder who so requests, without charge, at least one
 conformed copy of the Exchange Offer Registration Statement and any
 post-effective amendment thereto, including financial statements and schedules
 and, if the Initial Purchaser or any Exchanging Dealer or any such Holder so
 requests in writing, all exhibits thereto (including those, if any,
 incorporated by reference).

     (g) The Company will, during the Exchange Offer Registration Period or the
 Shelf Registration Period, as applicable, promptly deliver to the Initial
 Purchaser, each Exchanging Dealer and such other persons that are required to
 deliver a prospectus following the Registered Exchange Offer, without charge,
 as many copies of the final prospectus included in the Exchange Offer
 Registration Statement or the Shelf Registration Statement and any amendment or
 supplement thereto as the Initial Purchaser, or such Exchanging Dealer or other
 persons may reasonably request; and the Company and the Support Provider
 consent to the use of such prospectus or any amendment or supplement thereto by
 the Initial Purchaser, or any such Exchanging Dealer or other persons, as
 applicable, as aforesaid.

     (h) Prior to the effective date of any Registration Statement, the Company
 and the Support Provider will use their reasonable best efforts to register or
 qualify, or cooperate with the Holders of Securities, Exchange Securities or
 Private Exchange Securities included therein and their respective counsel in
 connection with the registration or qualification of, such Securities,


                                       -8-
<PAGE>


 Exchange Securities or Private Exchange Securities for offer and sale under the
 securities or blue sky laws of such jurisdictions as any such Holder reasonably
 requests in writing and do any and all other acts or things necessary or
 advisable to enable the offer and sale in such jurisdictions of the Securities,
 Exchange Securities or Private Exchange Securities covered by such Registration
 Statement; provided that neither the Company nor the Support Provider will be
 required to qualify generally to do business in any jurisdiction where it is
 not then so qualified or to take any action which would subject it to general
 service of process or to taxation in any such jurisdiction where it is not then
 so subject.

     (i) The Company and the Support Provider will cooperate with the Holders of
 Securities, Exchange Securities or Private Exchange Securities to facilitate
 the timely preparation and delivery of certificates representing Securities,
 Exchange Securities or Private Exchange Securities to be sold pursuant to any
 Registration Statement free of any restrictive legends and in such
 denominations and registered in such names as the Holders thereof may request
 in writing prior to sales of Securities, Exchange Securities or Private
 Exchange Securities pursuant to such Registration Statement.

     (j) If any event contemplated by Section 4(b)(ii) through (v) occurs during
 the period for which the Company and the Support Provider are required to
 maintain an effective Registration Statement, the Company will promptly prepare
 and file with the Commission a post-effective amendment to the Registration
 Statement or a supplement to the related prospectus or file any other required
 document so that, as thereafter delivered to purchasers of the Securities,
 Exchange Securities or Private Exchange Securities from a Holder, the
 prospectus will not include an untrue statement of a material fact or omit to
 state a material fact necessary in order to make the statements therein, in the
 light of the circumstances under which they were made, not misleading.

     (k) Not later than the effective date of the applicable Registration
 Statement, the Company will provide a CUSIP number for each series of the
 Securities, each series of the Exchange Securities and each series of the
 Private Exchange Securities, as the case may be, and provide the applicable
 trustee with printed certificates for the each series of Securities, each
 series of the Exchange Securities or each series of the Private Exchange
 Securities, as the case may be, in a form eligible for deposit with The
 Depository Trust Company.

     (l) The Company and the Support Provider will comply with all applicable
 rules and regulations of the Commission and will make generally available to
 its security holders as soon as practicable after the effective date of the
 applicable Registration Statement an earning statement satisfying the
 provisions of Section 11(a) of the Securities Act; provided that in no event
 shall such earning statement be delivered later than 45 days after the end of a
 12-month period (or 90 days, if such period is a fiscal year) beginning with
 the first month of the Company's first fiscal quarter commencing after the
 effective date of the applicable Registration Statement, which statement shall
 cover such 12-month period.


                                       -9-
<PAGE>


     (m) The Company and the Support Provider will cause the Indenture or the
 Exchange Securities Indenture, as the case may be, to be qualified under the
 Trust Indenture Act as required by applicable law in a timely manner.

     (n) The Company may require each Holder of Transfer Restricted Securities
 to be registered pursuant to any Shelf Registration Statement to furnish to the
 Company such information concerning the Holder and the distribution of such
 Transfer Restricted Securities as the Company may from time to time reasonably
 require for inclusion in such Shelf Registration Statement, and the Company may
 exclude from such registration the Transfer Restricted Securities of any Holder
 that fails to furnish such information within a reasonable time after receiving
 such request.

     (o) In the case of a Shelf Registration Statement, each Holder of Transfer
 Restricted Securities to be registered pursuant thereto agrees by acquisition
 of such Transfer Restricted Securities that, upon receipt of any notice from
 the Company pursuant to Section 4(b)(ii) through (v), such Holder will
 discontinue disposition of such Transfer Restricted Securities until such
 Holder's receipt of copies of the supplemental or amended prospectus
 contemplated by Section 4(j) or until advised in writing (the "Advice") by the
 Company that the use of the applicable prospectus may be resumed. If the
 Company shall give any notice under Section 4(b)(ii) through (v) during the
 period that the Company is required to maintain an effective Registration
 Statement (the "Effectiveness Period"), such Effectiveness Period shall be
 extended by the number of days during such period from and including the date
 of the giving of such notice to and including the date when each seller of
 Transfer Restricted Securities covered by such Registration Statement shall
 have received (x) the copies of the supplemental or amended prospectus
 contemplated by Section 4(j) (if an amended or supplemental prospectus is
 required) or (y) the Advice (if no amended or supplemental prospectus is
 required).

     (p) In the case of a Shelf Registration Statement, the Company and the
 Support Provider shall enter into such customary agreements (including, if
 requested, an underwriting agreement in customary form) and take all such other
 action, if any, as Holders of a majority in aggregate principal amount of the
 Securities, Exchange Securities and Private Exchange Securities being sold or
 the managing underwriters (if any) shall reasonably request in order to
 facilitate any disposition of Securities, Exchange Securities or Private
 Exchange Securities pursuant to such Shelf Registration Statement.

     (q) In the case of a Shelf Registration Statement, the Company shall (i)
 make reasonably available for inspection by a representative of, and Special
 Counsel (as defined below) acting for, Holders of a majority in aggregate
 principal amount of the Securities, Exchange Securities and Private Exchange
 Securities being sold and any underwriter participating in any disposition of
 Securities, Exchange Securities or Private Exchange Securities pursuant to such
 Shelf Registration Statement, all relevant financial and other records,
 pertinent corporate documents and properties of the Company and its
 subsidiaries to the same extent the Company would customarily make such
 information available in the context of due diligence for an underwritten
 public offering and (ii) use its reasonable best efforts to have its officers,
 directors, employees, accountants and counsel supply all relevant information
 reasonably


                                      -10-
<PAGE>


 requested by such representative, Special Counsel or any such underwriter (an
 "Inspector") in connection with the preparation of such Shelf Registration
 Statement.

     (r) In the case of a Shelf Registration Statement, the Company shall if
 requested by Holders of a majority in aggregate principal amount of the
 Securities, Exchange Securities and Private Exchange Securities being sold,
 their Special Counsel or the managing underwriters (if any) in connection with
 such Shelf Registration Statement, use its reasonable best efforts to cause (i)
 its counsel to deliver an opinion relating to the Shelf Registration Statement
 and the Securities, Exchange Securities or Private Exchange Securities, as
 applicable, in customary form, (ii) its officers to execute and deliver all
 customary documents and certificates requested by Holders of a majority in
 aggregate principal amount of the Securities, Exchange Securities and Private
 Exchange Securities being sold, their Special Counsel or the managing
 underwriters (if any) and (iii) its independent public accountants to provide a
 comfort letter or letters in customary form, subject to receipt of appropriate
 documentation as contemplated, and only if permitted, by Statement of Auditing
 Standards No. 72.

     5. Registration Expenses. The Company and the Support Provider will bear
 all expenses incurred in connection with the performance of its obligations
 under Sections 1, 2, 3 and 4, and the Company will reimburse the Initial
 Purchaser and the Holders for the reasonable fees and disbursements of one firm
 of attorneys (in addition to any local counsel) chosen by the Holders of a
 majority in aggregate principal amount of the Securities, the Exchange
 Securities and the Private Exchange Securities, as the case may be, to be sold
 pursuant to each Registration Statement (the "Special Counsel") acting for the
 Initial Purchaser or Holders in connection therewith.

     6. Indemnification.

     (a) In the event of a Shelf Registration Statement or in connection with
 any prospectus delivery pursuant to an Exchange Offer Registration Statement by
 the Initial Purchaser or Exchanging Dealer, as applicable, the Company and the
 Support Provider shall jointly and severally indemnify and hold harmless each
 Holder (including, without limitation, the Initial Purchaser or any such
 Exchanging Dealer), its affiliates, their respective officers, directors,
 employees, representatives and agents, and each person, if any, who controls
 such Holder within the meaning of the Securities Act or the Exchange Act
 (collectively referred to for purposes of this Section 6 and Section 7 as a
 Holder) from and against any loss, claim, damage or liability, joint or
 several, or any action in respect thereof (including, without limitation, any
 loss, claim, damage, liability or action relating to purchases and sales of
 Securities, Exchange Securities or Private Exchange Securities), to which that
 Holder may become subject, whether commenced or threatened, under the
 Securities Act, the Exchange Act, any other federal or state statutory law or
 regulation, at common law or otherwise, insofar as such loss, claim, damage,
 liability or action arises out of, or is based upon, (i) any untrue statement
 or alleged untrue statement of a material fact contained in any such
 Registration Statement or any prospectus forming part thereof or in any
 amendment or supplement thereto or (ii) the omission or alleged omission to
 state therein a material fact required to be stated therein or necessary in
 order to make the statements therein, in the light of the circumstances under
 which they were made, not misleading, and shall reimburse


                                      -11-
<PAGE>


 each Holder promptly upon demand for any legal or other expenses reasonably
 incurred by that Holder in connection with investigating or defending or
 preparing to defend against or appearing as a third party witness in connection
 with any such loss, claim, damage, liability or action as such expenses are
 incurred; provided, however, that the Company and the Support Provider shall
 not be liable in any such case to the extent that any such loss, claim, damage,
 liability or action arises out of, or is based upon, an untrue statement or
 alleged untrue statement in or omission or alleged omission from any of such
 documents in reliance upon and in conformity with any Holders' Information; and
 provided, further, that with respect to any such untrue statement in or
 omission from any related preliminary prospectus, the indemnity agreement
 contained in this Section 6(a) shall not inure to the benefit of any Holder
 from whom the person asserting any such loss, claim, damage, liability or
 action received Securities, Exchange Securities or Private Exchange Securities
 to the extent that such loss, claim, damage, liability or action of or with
 respect to such Holder results from the fact that both (A) a copy of the final
 prospectus was not sent or given to such person at or prior to the written
 confirmation of the sale of such Securities, Exchange Securities or Private
 Exchange Securities to such person and (B) the untrue statement in or omission
 from the related preliminary prospectus was corrected in the final prospectus
 unless, in either case, such failure to deliver the final prospectus was a
 result of non-compliance by the Company with Section 4(d), 4(e), 4(f) or 4(g).

     (b) In the event of a Shelf Registration Statement, each Holder shall
 indemnify and hold harmless the Company, the Support Provider and their
 respective affiliates, their respective officers, directors, employees,
 representatives and agents, and each person, if any, who controls the Company
 or the Support Provider within the meaning of the Securities Act or the
 Exchange Act (collectively referred to for purposes of this Section 6(b) and
 Section 7 as the Company), from and against any loss, claim, damage or
 liability, joint or several, or any action in respect thereof, to which the
 Company may become subject, whether commenced or threatened, under the
 Securities Act, the Exchange Act, any other federal or state statutory law or
 regulation, at common law or otherwise, insofar as such loss, claim, damage,
 liability or action arises out of, or is based upon, (i) any untrue statement
 or alleged untrue statement of a material fact contained in any such
 Registration Statement or any prospectus forming part thereof or in any
 amendment or supplement thereto or (ii) the omission or alleged omission to
 state therein a material fact required to be stated therein or necessary in
 order to make the statements therein, in the light of the circumstances under
 which they were made, not misleading, but in each case only to the extent that
 the untrue statement or alleged untrue statement or omission or alleged
 omission was made in reliance upon and in conformity with any Holders'
 Information furnished to the Company by such Holder, and shall reimburse the
 Company for any legal or other expenses reasonably incurred by the Company in
 connection with investigating or defending or preparing to defend against or
 appearing as a third party witness in connection with any such loss, claim,
 damage, liability or action as such expenses are incurred; provided, however,
 that no such Holder shall be liable for any indemnity claims hereunder in
 excess of the amount of net proceeds received by such Holder from the sale of
 Securities, Exchange Securities or Private Exchange Securities pursuant to such
 Shelf Registration Statement.

     (c) Promptly after receipt by an indemnified party under this Section 6 of
 notice of any claim or the commencement of any action, the indemnified party
 shall, if a claim in


                                      -12-
<PAGE>


 respect thereof is to be made against the indemnifying party pursuant to
 Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or
 the commencement of that action; provided, however, that the failure to notify
 the indemnifying party shall not relieve it from any liability which it may
 have under this Section 6 except to the extent that it has been materially
 prejudiced (through the forfeiture of substantive rights or defenses) by such
 failure; and provided, further, that the failure to notify the indemnifying
 party shall not relieve it from any liability which it may have to an
 indemnified party otherwise than under this Section 6. If any such claim or
 action shall be brought against an indemnified party, and it shall notify the
 indemnifying party thereof, the indemnifying party shall be entitled to
 participate therein and, to the extent that it wishes, jointly with any other
 similarly notified indemnifying party, to assume the defense thereof with
 counsel reasonably satisfactory to the indemnified party. After notice from the
 indemnifying party to the indemnified party of its election to assume the
 defense of such claim or action, the indemnifying party shall not be liable to
 the indemnified party under this Section 6 for any legal or other expenses
 subsequently incurred by the indemnified party in connection with the defense
 thereof other than the reasonable costs of investigation; provided, however,
 that an indemnified party shall have the right to employ its own counsel in any
 such action, but the fees, expenses and other charges of such counsel for the
 indemnified party will be at the expense of such indemnified party unless (1)
 the employment of counsel by the indemnified party has been authorized in
 writing by the indemnifying party, (2) the indemnified party has reasonably
 concluded (based upon advice of counsel to the indemnified party) that there
 may be legal defenses available to it or other indemnified parties that are
 different from or in addition to those available to the indemnifying party, (3)
 a conflict or potential conflict exists (based upon advice of counsel to the
 indemnified party) between the indemnified party and the indemnifying party (in
 which case the indemnifying party will not have the right to direct the defense
 of such action on behalf of the indemnified party) or (4) the indemnifying
 party has not in fact employed counsel reasonably satisfactory to the
 indemnified party to assume the defense of such action within a reasonable time
 after receiving notice of the commencement of the action, in each of which
 cases the reasonable fees, disbursements and other charges of counsel will be
 at the expense of the indemnifying party or parties. It is understood that the
 indemnifying party or parties shall not, in connection with any proceeding or
 related proceedings in the same jurisdiction, be liable for the reasonable
 fees, disbursements and other charges of more than one separate firm of
 attorneys (in addition to any local counsel) at any one time for all such
 indemnified party or parties. Each indemnified party, as a condition of the
 indemnity agreements contained in Sections 6(a) and 6(b), shall use all
 reasonable efforts to cooperate with the indemnifying party in the defense of
 any such action or claim. No indemnifying party shall be liable for any
 settlement of any such action effected without its written consent (which
 consent shall not be unreasonably withheld), but if settled with its written
 consent or if there be a final judgment for the plaintiff in any such action,
 the indemnifying party agrees to indemnify and hold harmless any indemnified
 party from and against any loss or liability by reason of such settlement or
 judgment. No indemnifying party shall, without the prior written consent of the
 indemnified party (which consent shall not be unreasonably withheld), effect
 any settlement of any pending or threatened proceeding in respect of which any
 indemnified party is or could have been a party and indemnity could have been
 sought hereunder by such indemnified party, unless


                                      -13-
<PAGE>


 such settlement includes an unconditional release of such indemnified party
 from all liability on claims that are the subject matter of such proceeding.

     7. Contribution. If the indemnification provided for in Section 6 is
 unavailable or insufficient to hold harmless an indemnified party under Section
 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such
 indemnified party, contribute to the amount paid or payable by such indemnified
 party as a result of such loss, claim, damage or liability, or action in
 respect thereof, (i) in such proportion as shall be appropriate to reflect the
 relative benefits received by the Company and the Support Provider from the
 offering and sale of the Securities, on the one hand, and a Holder with respect
 to the sale by such Holder of Securities, Exchange Securities or Private
 Exchange Securities, on the other, or (ii) if the allocation provided by clause
 (i) above is not permitted by applicable law, in such proportion as is
 appropriate to reflect not only the relative benefits referred to in clause (i)
 above but also the relative fault of the Company and the Support Provider on
 the one hand and such Holder on the other with respect to the statements or
 omissions that resulted in such loss, claim, damage or liability, or action in
 respect thereof, as well as any other relevant equitable considerations. The
 relative benefits received by the Company and the Support Provider on the one
 hand and a Holder on the other with respect to such offering and such sale
 shall be deemed to be in the same proportion as the total net proceeds from the
 offering of the Securities (before deducting expenses) received by or on behalf
 of the Company, on the one hand, bear to the total proceeds received by such
 Holder with respect to its sale of Securities, Exchange Securities or Private
 Exchange Securities, on the other. The relative fault shall be determined by
 reference to, among other things, whether the untrue or alleged untrue
 statement of a material fact or the omission or alleged omission to state a
 material fact relates to the Company and the Support Provider or information
 supplied by the Company and the Support Provider on the one hand or to any
 Holders' Information supplied by such Holder on the other, the intent of the
 parties and their relative knowledge, access to information and opportunity to
 correct or prevent such untrue statement or omission. The parties hereto agree
 that it would not be just and equitable if contributions pursuant to this
 Section 7 were to be determined by pro rata allocation or by any other method
 of allocation that does not take into account the equitable considerations
 referred to herein. The amount paid or payable by an indemnified party as a
 result of the loss, claim, damage or liability, or action in respect thereof,
 referred to above in this Section 7 shall be deemed to include, for purposes of
 this Section 7, any legal or other expenses reasonably incurred by such
 indemnified party in connection with investigating or defending or preparing to
 defend any such action or claim. Notwithstanding the provisions of this Section
 7, an indemnifying party that is a Holder of Securities, Exchange Securities or
 Private Exchange Securities shall not be required to contribute any amount in
 excess of the amount by which the total price at which the Securities, Exchange
 Securities or Private Exchange Securities sold by such indemnifying party to
 any purchaser exceeds the amount of any damages which such indemnifying party
 has otherwise paid or become liable to pay by reason of any untrue or alleged
 untrue statement or omission or alleged omission. No person guilty of
 fraudulent misrepresentation (within the meaning of Section 11(f) of the
 Securities Act) shall be entitled to contribution from any person who was not
 guilty of such fraudulent misrepresentation.


                                      -14-
<PAGE>


     8. Rules 144 and 144A. The Support Provider shall use its reasonable best
 efforts to file the reports required to be filed by it under the Securities Act
 and the Exchange Act in a timely manner and, if at any time the Support
 Provider is not required to file such reports, it will, upon the written
 request of any Holder of Transfer Restricted Securities, make publicly
 available other information so long as necessary to permit sales of such
 Holder's securities pursuant to Rules 144 and 144A. The Company and the Support
 Provider covenant that they will take such further action as any Holder of
 Transfer Restricted Securities may reasonably request, all to the extent
 required from time to time to enable such Holder to sell Transfer Restricted
 Securities without registration under the Securities Act within the limitation
 of the exemptions provided by Rules 144 and 144A (including, without
 limitation, the requirements of Rule 144A(d)(4)). Upon the written request of
 any Holder of Transfer Restricted Securities, the Company and the Support
 Provider shall deliver to such Holder a written statement as to whether they
 have complied with such requirements. Notwithstanding the foregoing, nothing in
 this Section 8 shall be deemed to require the Company to register any of its
 securities pursuant to the Exchange Act.

     9. Underwritten Registrations. If any of the Transfer Restricted Securities
 covered by any Shelf Registration Statement are to be sold in an underwritten
 offering, the investment banker or investment bankers and manager or managers
 that will administer the offering will be selected by the Holders of a majority
 in aggregate principal amount of such Transfer Restricted Securities included
 in such offering, subject to the consent of the Company (which shall not be
 unreasonably withheld or delayed), and such Holders shall be responsible for
 all underwriting commissions and discounts in connection therewith.

     No person may participate in any underwritten registration hereunder unless
 such person (i) agrees to sell such person's Transfer Restricted Securities on
 the basis reasonably provided in any underwriting arrangements approved by the
 persons entitled hereunder to approve such arrangements and (ii) completes and
 executes all questionnaires, powers of attorney, indemnities, underwriting
 agreements and other documents reasonably required under the terms of such
 underwriting arrangements.

     10. Miscellaneous.

     (a) Amendments and Waivers. The provisions of this Agreement may not be
 amended, modified or supplemented, and waivers or consents to departures from
 the provisions hereof may not be given as to the Securities, the Exchange
 Securities or the Private Exchange Securities unless the Company has obtained
 the written consent of Holders of a majority in aggregate principal amount of
 the Securities, the Exchange Securities and the Private Exchange Securities,
 taken as a single class. Notwithstanding the foregoing, a waiver or consent to
 depart from the provisions hereof with respect to a matter that relates
 exclusively to the rights of Holders whose Securities, Exchange Securities or
 Private Exchange Securities are being sold pursuant to a Registration Statement
 and that does not directly or indirectly affect the rights of other Holders may
 be given by Holders of a majority in aggregate principal amount of the
 Securities, the Exchange Securities and the Private Exchange Securities being
 sold by such Holders pursuant to such Registration Statement.


                                      -15-
<PAGE>


     (b) Notices. All notices and other communications provided for or permitted
 hereunder shall be made in writing by hand-delivery, first-class mail,
 telecopier or air courier guaranteeing next-day delivery:

          (1) if to a Holder, at the most current address given by such Holder
     to the Company in accordance with the provisions of this Section 10(b),
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Registrar under the Indenture, with a copy in
     like manner to the Initial Purchaser;

          (2) if to the Initial Purchaser, initially at Lehman Brothers Inc.,
     3 World Financial Center, 200 Vesey St., New York, NY 10285, Attention:
     Fixed Income Syndicate Desk;

          (3) if to the Company, initially at Verizon Global Funding Corp.,
     Attention Janet M. Garrity, President and Treasurer, 3900 Washington
     Street-2nd Floor, Wilmington, DE 19802; and

          (4) if to the Support Provider, initially at Verizon Communications
     Inc., Attention William F. Heitmann, Senior Vice President and Treasurer,
     1095 Avenue of the Americas, New York, New York 10036

     All such notices and communications shall be deemed to have been duly
 given: when delivered by hand, if personally delivered; one business day after
 being delivered to a next-day air courier; five business days after being
 deposited in the mail; and when receipt is acknowledged by the recipient's
 telecopier machine, if sent by telecopier.

     (c) Successors And Assigns. This Agreement shall be binding upon the
 Company, the Support Provider and their respective successors and assigns.

     (d) Counterparts. This Agreement may be executed in any number of
 counterparts (which may be delivered in original form or by telecopier) and by
 the parties hereto in separate counterparts, each of which when so executed
 shall be deemed to be an original and all of which taken together shall
 constitute one and the same agreement.

     (e) Definition of Terms. For purposes of this Agreement, (a) the term
 "business day" means any day on which the New York Stock Exchange, Inc. is open
 for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405
 under the Securities Act and (c) except where otherwise expressly provided, the
 term "affiliate" has the meaning set forth in Rule 405 under the Securities
 Act.

     (f) Headings. The headings in this Agreement are for convenience of
 reference only and shall not limit or otherwise affect the meaning hereof.

     (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
 ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                      -16-
<PAGE>


     (h) Remedies. In the event of a breach by the Company or the Support
 Provider or by any Holder of any of their respective obligations under this
 Agreement, each Holder or the Company or the Support Provider, as the case may
 be, in addition to being entitled to exercise all rights granted by law,
 including recovery of damages (other than the recovery of damages for a breach
 by the Company or the Support Provider of their obligations under Sections 1 or
 2 hereof for which additional interest have been paid pursuant to Section 3
 hereof), will be entitled to specific performance of its rights under this
 Agreement. The Company, the Support Provider and each Holder agree that
 monetary damages would not be adequate compensation for any loss incurred by
 reason of a breach by it of any of the provisions of this Agreement and hereby
 further agree that, in the event of any action for specific performance in
 respect of such breach, it shall waive the defense that a remedy at law would
 be adequate.

     (i) No Inconsistent Agreements. Each of the Company and the Support
 Provider represents, warrants and agrees that (i) it has not entered into,
 shall not, on or after the date of this Agreement, enter into any agreement
 that is inconsistent with the rights granted to the Holders in this Agreement
 or otherwise conflicts with the provisions hereof, (ii) it has not previously
 entered into any agreement which remains in effect granting any registration
 rights with respect to any of its debt securities to any person and (iii)
 without limiting the generality of the foregoing, without the written consent
 of the Holders of a majority in aggregate principal amount of the then
 outstanding Transfer Restricted Securities, it shall not grant to any person
 the right to request the Company to register any debt securities of the Company
 under the Securities Act unless the rights so granted are not in conflict or
 inconsistent with the provisions of this Agreement.

     (j) No Piggyback on Registrations. No security holders of the Company
 (other than the Holders of Transfer Restricted Securities in such capacity)
 shall have the right to include any securities of the Company in any Shelf
 Registration or Registered Exchange Offer other than Transfer Restricted
 Securities.

     (k) Severability. The remedies provided herein are cumulative and not
 exclusive of any remedies provided by law. If any term, provision, covenant or
 restriction of this Agreement is held by a court of competent jurisdiction to
 be invalid, illegal, void or unenforceable, the remainder of the terms,
 provisions, covenants and restrictions set forth herein shall remain in full
 force and effect and shall in no way be affected, impaired or invalidated, and
 the parties hereto shall use their reasonable best efforts to find and employ
 an alternative means to achieve the same or substantially the same result as
 that contemplated by such term, provision, covenant or restriction. It is
 hereby stipulated and declared to be the intention of the parties that they
 would have executed the remaining terms, provisions, covenants and restrictions
 without including any of such that may be hereafter declared invalid, illegal,
 void or unenforceable.


                                      -17-
<PAGE>


     Please confirm that the foregoing correctly sets forth the agreement among
 the Company, the Support Provider and the Initial Purchaser.


                                       Very truly yours,

                                       VERIZON GLOBAL FUNDING CORP.

                                       By  /s/ Janet M. Garrity
                                           ------------------------
                                           Name:  Janet M. Garrity
                                           Title: President and Treasurer

                                       VERIZON COMMUNICATIONS INC.

                                       By  /s/ William F. Heitmann
                                           ------------------------
                                           Name:  William F. Heitmann
                                           Title: Senior Vice President and
                                                  Treasurer
Accepted:

LEHMAN BROTHERS INC.


By  /s/ Victor Forte
    ------------------------
    Name:  Victor Forte
    Title: Managing Director




                                      -18-
<PAGE>



                                                                         ANNEX A



     Each broker-dealer that receives Exchange Securities for its own account
 pursuant to the Registered Exchange Offer must acknowledge that it will deliver
 a prospectus in connection with any resale of such Exchange Securities. The
 Letter of Transmittal states that by so acknowledging and by delivering a
 prospectus, a broker-dealer will not be deemed to admit that it is an
 "underwriter" within the meaning of the Securities Act. This Prospectus, as it
 may be amended or supplemented from time to time, may be used by a
 broker-dealer in connection with resales of Exchange Securities received in
 exchange for Securities where such Securities were acquired by such
 broker-dealer as a result of market-making activities or other trading
 activities. The Company has agreed that, for a period of 90 days after the
 Expiration Date (as defined herein), it will make this Prospectus available to
 any broker-dealer for use in connection with any such resale. See "Plan of
 Distribution".


<PAGE>


                                                                         ANNEX B



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


<PAGE>

                                                                         ANNEX C


                              PLAN OF DISTRIBUTION


     Each broker-dealer that receives Exchange Securities for its own account
 pursuant to the Registered Exchange Offer must acknowledge that it will deliver
 a prospectus in connection with any resale of such Exchange Securities. This
 Prospectus, as it may be amended or supplemented from time to time, may be used
 by a broker-dealer in connection with resales of Exchange Securities received
 in exchange for Securities where such Securities were acquired as a result of
 market-making activities or other trading activities. The Company has agreed
 that, for a period of 90 days after the Expiration Date, it will make this
 prospectus, as amended or supplemented, available to any broker-dealer for use
 in connection with any such resale. In addition, until __________, 2001, all
 dealers effecting transactions in the Exchange Securities may be required to
 deliver a prospectus.


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


     For a period of 90 days after the Expiration Date the Company will promptly
 send additional copies of this Prospectus and any amendment or supplement to
 this Prospectus to any broker-dealer that requests such documents in the Letter
 of Transmittal. The Company has agreed to pay all expenses incident to the
 Registered Exchange Offer (including the expenses of one counsel for the
 Holders of the Securities) other than commissions or concessions of any
 broker-dealers and will indemnify the Holders of the Securities (including any
 broker-dealers) against certain liabilities, including liabilities under the
 Securities Act.


<PAGE>



                                                                         ANNEX D


     [ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
          ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
          SUPPLEMENTS THERETO.

          Name:
          Address:



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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>OPINION AND CONSENT OF WILLIAM P.BARR, ESQ.
<TEXT>
<PAGE>

                                                                       Exhibit 5

 November 26, 2001

 Verizon Communications Inc.
 1095 Avenue of the Americas
 New York, New York 10036

 Verizon Global Funding Corporation
 3900 Washington Avenue
 Wilmington, Delaware

 Ladies and Gentlemen:

 I have examined the Registration Statement on Form S-4 of Verizon Global
 Funding Corp. (the "Company") and Verizon Communications Inc. ("Verizon") on
 Form S-4 under the Securities Act of 1933, as amended, and the accompanying
 Prospectus pertaining to the offer to exchange $2,000,000,000 aggregate
 principal amount of Floating Rate Notes due 2002 registered under the
 Securities Act of 1933, as amended (the "Exchange Notes") for previously issued
 Floating Rate Notes due 2002 which were not so registered (the "Restricted
 Notes"). The Exchange Notes are supported as to payment of principal and
 interest pursuant to the terms of a Support Agreement dated as of October 31,
 2000 between the Company and Verizon (the "Support Agreement").

 I, or attorneys under my supervision, have also examined the Company's Restated
 Certificate of Incorporation, as amended, and such corporate records and other
 documents as I have deemed necessary to enable me to express the opinions set
 forth below. I am familiar with the proceedings taken and proposed to be taken
 by you under my supervision as your counsel in connection with the proposed
 exchange offer and the related issuance of the Exchange Notes.

 It is my opinion that:

 1.   the Exchange Notes, upon the issuance and exchange thereof in the manner
      contemplated in the Registration Statement, will be legally and validly
      issued and will be binding obligations of the Company; and

 2.   the Support Agreement is a legal, valid and binding obligation of the
      Company and Verizon.

 I hereby consent to the reference to me under the caption "Legal Matters" in
 the Prospectus forming a part of the Registration Statement and to the filing
 of this opinion as an exhibit to the Registration Statement.

 Very truly yours,


/s/ William P. Barr


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>



                                                                   EXHIBIT 23.1



                         CONSENT OF INDEPENDENT AUDITORS


 We consent to the reference to our firm under the caption "Experts" in the
 Registration Statement on Form S-4 and related prospectus of Verizon
 Communications Inc. and Verizon Global Funding Corp. for the registration of
 $2,000,000,000 floating rate notes due 2002, 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 26, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>


                                                                   Exhibit 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS


 We hereby consent to the incorporation by reference in this Registration
 Statement on Form S-4 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 Inc. 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 26, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>8
<FILENAME>file007.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>
<PAGE>

                                                                   Exhibit 23.3

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


 As independent public accountants, we hereby consent to the incorporation by
 reference in this Registration Statement on Form S-4 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 26, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>9
<FILENAME>file008.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>

                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

         WHEREAS, VERIZON GLOBAL FUNDING CORP., a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, one or more registration statements on Form S-4 (the "Registration
Statements") relating to up to $7,000,000,000 aggregate principal amount of debt
securities of the Company and the related support obligations of Verizon
Communications Inc., the parent of the Company, to be issued upon the receipt by
and surrender to the Company of an equivalent amount of previously privately
issued debt securities.

         NOW, THEREFORE, the undersigned hereby appoints Janet M. Garrity his
true and lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to the Registration
Statements, and to sign any registration statement for the same offering covered
by the Registration Statements that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, making such changes in the
Registration Statements as such person so acting deems appropriate, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or her substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of June, 2001.



                                                   /s/ David Kauffman
                                                   -----------------------------
                                                   David S. Kauffman

<PAGE>


                                POWER OF ATTORNEY


         WHEREAS, VERIZON GLOBAL FUNDING CORP., a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, one or more registration statements on Form S-4 (the "Registration
Statements") relating to up to $7,000,000,000 aggregate principal amount of debt
securities of the Company and the related support obligations of Verizon
Communications Inc., the parent of the Company, to be issued upon the receipt by
and surrender to the Company of an equivalent amount of previously privately
issued debt securities.

         NOW, THEREFORE, the undersigned hereby appoints David S. Kauffman her
true and lawful attorney-in-fact and agent with full power of substitution, for
her and in her name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to the Registration
Statements, and to sign any registration statement for the same offering covered
by the Registration Statements that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, making such changes in the
Registration Statements as such person so acting deems appropriate, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 9th day of July, 2001.



                                             /s/ Janet M. Garrity
                                             ----------------------------------
                                             Janet M. Garrity


<PAGE>


                                POWER OF ATTORNEY


         WHEREAS, VERIZON GLOBAL FUNDING CORP., a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, one or more registration statements on Form S-4 (the "Registration
Statements") relating to up to $7,000,000,000 aggregate principal amount of debt
securities of the Company and the related support obligations of Verizon
Communications Inc., the parent of the Company, to be issued upon the receipt by
and surrender to the Company of an equivalent amount of previously privately
issued debt securities.

         NOW, THEREFORE, the undersigned hereby appoints Janet M. Garrity and
David S. Kauffman, and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to the Registration
Statements, and to sign any registration statement for the same offering covered
by the Registration Statements that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, making such changes in the
Registration Statements as such person or persons so acting deems appropriate,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 29th day of June, 2001.



                                           /s/ Robert S. Fitzmire
                                           ------------------------------------
                                           Robert S. Fitzmire


<PAGE>


                                POWER OF ATTORNEY


         WHEREAS, VERIZON GLOBAL FUNDING CORP., a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, one or more registration statements on Form S-4 (the "Registration
Statements") relating to up to $7,000,000,000 aggregate principal amount of debt
securities of the Company and the related support obligations of Verizon
Communications Inc., the parent of the Company, to be issued upon the receipt by
and surrender to the Company of an equivalent amount of previously privately
issued debt securities.

         NOW, THEREFORE, the undersigned hereby appoints Janet M. Garrity and
David S. Kauffman, and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to the Registration
Statements, and to sign any registration statement for the same offering covered
by the Registration Statements that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, making such changes in the
Registration Statements as such person or persons so acting deems appropriate,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of June, 2001.



                                           /s/ William F. Heitmann
                                           ------------------------------------
                                           William F. Heitmann


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>10
<FILENAME>file009.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    Exhibit 24.2

                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann, and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                              /s/ James R. Baker
                                                           ------------------
                                                                 James R. Barker


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of September, 2001.



                                                   /s/ Edward H. Budd
                                                   ------------------
                                                   Edward H. Budd


<PAGE>


                                POWER OF ATTORNEY


         WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-4 (the "Registration Statement")
relating to $2,000,000,000 aggregate principal amount of debt securities of
Verizon Global Funding Corp. and the related support obligations of the Company
to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
of an equivalent amount of previously privately placed debt securities.

         NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments, including post-effective
amendments, to the Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, making such changes
in the Registration Statement as such person or persons so acting deems
appropriate, with the Securities and Exchange Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 6th day of September, 2001.



                                                   /s/ Richard L. Carrion
                                                   ----------------------
                                                   Richard L. Carrion


<PAGE>


                                POWER OF ATTORNEY

     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                    /s/ Robert F. Daniell
                                                    ---------------------
                                                    Robert F. Daniell


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

         NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his or
her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments, including post-effective
amendments, to the Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, making such changes
in the Registration Statement as such person or persons so acting deems
appropriate, with the Securities and Exchange Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                   /s/ Helene L. Kaplan
                                                   --------------------
                                                   Helene L. Kaplan


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Ivan G. Seidenberg, Frederic V.
 Salerno and William F. Heitmann and each of them, his or her true and lawful
 attorneys-in-fact and agents with full power of substitution, for him or her
 and in his or her name, place and stead, in any and all capacities, to sign any
 and all amendments, including post-effective amendments, to the Registration
 Statement, and to file the same, with all exhibits thereto and all documents in
 connection therewith, making such changes in the Registration Statement as such
 person or persons so acting deems appropriate, with the Securities and Exchange
 Commission, granting to such attorneys-in-fact and agents, and each of them,
 full power and authority to do and perform each and every act and thing
 requisite and necessary to be done in and about the premises, as fully to all
 intents and purposes as he or she might or could do in person, hereby ratifying
 and confirming all that such attorneys-in-fact and agents or any of them, or
 his, her or their substitute or substitutes, may lawfully do or cause to be
 done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                   /s/ Charles R. Lee
                                                   ------------------
                                                   Charles R. Lee


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                     /s/ Sandra O. Moose
                                                     -------------------
                                                     Sandra O. Moose


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                     /s/ Joseph Neubauer
                                                     -------------------
                                                     Joseph Neubauer


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                  /s/ Thomas H. O'Brien
                                                  ---------------------
                                                  Thomas H. O'Brien


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                              /s/ Russell E. Palmer
                                              ---------------------
                                              Russell E. Palmer


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                       /s/ Hugh B. Price
                                                       -----------------
                                                       Hugh B. Price


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Frederic V.
 Salerno and William F. Heitmann and each of them, his or her true and lawful
 attorneys-in-fact and agents with full power of substitution, for him or her
 and in his or her name, place and stead, in any and all capacities, to sign any
 and all amendments, including post-effective amendments, to the Registration
 Statement, and to file the same, with all exhibits thereto and all documents in
 connection therewith, making such changes in the Registration Statement as such
 person or persons so acting deems appropriate, with the Securities and Exchange
 Commission, granting to such attorneys-in-fact and agents, and each of them,
 full power and authority to do and perform each and every act and thing
 requisite and necessary to be done in and about the premises, as fully to all
 intents and purposes as he or she might or could do in person, hereby ratifying
 and confirming all that such attorneys-in-fact and agents or any of them, or
 his, her or their substitute or substitutes, may lawfully do or cause to be
 done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                  /s/ Ivan G. Seidenberg
                                                  ----------------------
                                                  Ivan G. Seidenberg


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                     /s/ Walter V. Shipley
                                                     ---------------------
                                                     Walter V. Shipley


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                    /s/ John W. Snow
                                                    ----------------
                                                    John W. Snow


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                    /s/ John R. Stafford
                                                    --------------------
                                                    John R. Stafford


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                 /s/ Robert D. Storey
                                                 --------------------
                                                 Robert D. Storey


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G. Seidenberg
 and William F. Heitmann and each of them, his or her true and lawful
 attorneys-in-fact and agents with full power of substitution, for him or her
 and in his or her name, place and stead, in any and all capacities, to sign any
 and all amendments, including post-effective amendments, to the Registration
 Statement, and to file the same, with all exhibits thereto and all documents in
 connection therewith, making such changes in the Registration Statement as such
 person or persons so acting deems appropriate, with the Securities and Exchange
 Commission, granting to such attorneys-in-fact and agents, and each of them,
 full power and authority to do and perform each and every act and thing
 requisite and necessary to be done in and about the premises, as fully to all
 intents and purposes as he or she might or could do in person, hereby ratifying
 and confirming all that such attorneys-in-fact and agents or any of them, or
 his, her or their substitute or substitutes, may lawfully do or cause to be
 done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                 /s/ Frederic V. Salerno
                                                 -----------------------
                                                 Frederic V. Salerno


<PAGE>


                                POWER OF ATTORNEY


     WHEREAS, VERIZON COMMUNICATIONS INC., a Delaware corporation (hereinafter
 referred to as the "Company"), proposes to file with the Securities and
 Exchange Commission under the provisions of the Securities Act of 1933, as
 amended, a registration statement on Form S-4 (the "Registration Statement")
 relating to $2,000,000,000 aggregate principal amount of debt securities of
 Verizon Global Funding Corp. and the related support obligations of the Company
 to be issued upon the receipt by and surrender to Verizon Global Funding Corp.
 of an equivalent amount of previously privately placed debt securities.

     NOW, THEREFORE, the undersigned appoints Charles R. Lee, Ivan G.
 Seidenberg, Frederic V. Salerno and William F. Heitmann and each of them, his
 or her true and lawful attorneys-in-fact and agents with full power of
 substitution, for him or her and in his or her name, place and stead, in any
 and all capacities, to sign any and all amendments, including post-effective
 amendments, to the Registration Statement, and to file the same, with all
 exhibits thereto and all documents in connection therewith, making such changes
 in the Registration Statement as such person or persons so acting deems
 appropriate, with the Securities and Exchange Commission, granting to such
 attorneys-in-fact and agents, and each of them, full power and authority to do
 and perform each and every act and thing requisite and necessary to be done in
 and about the premises, as fully to all intents and purposes as he or she might
 or could do in person, hereby ratifying and confirming all that such
 attorneys-in-fact and agents or any of them, or his, her or their substitute or
 substitutes, may lawfully do or cause to be done or by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
 this 6th day of September, 2001.



                                                   /s/ Lawrence R. Whitman
                                                   -----------------------
                                                   Lawrence R. Whitman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>11
<FILENAME>file010.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>

                                                                    Exhibit 25


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                    FORM T-1

      STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
                             TO SECTION 305(b)(2)

                           FIRST UNION NATIONAL BANK
              (Exact Name of Trustee as Specified in its Charter)

                                   22-1147033
                     (I.R.S. Employer Identification No.)

                2 FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA
                   (Address of Principal Executive Offices)

                                   28288-0201
                                   (Zip Code)

                            FIRST UNION NATIONAL BANK
                             123 SOUTH BROAD STREET
                            PHILADELPHIA, PA 19109
                   ATTENTION: CORPORATE TRUST ADMINISTRATION
                                 (215) 670-6300
           (Name, address and telephone number of Agent for Service)

                         VERIZON GLOBAL FUNDING CORP.
              (Exact Name of Obligor as Specified in its Charter)

                                    DELAWARE
        (State or other jurisdiction of Incorporation or Organization)

                                   51-0272912

                     (I.R.S. Employer Identification No.)


                1095 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK
                   (Address of Principal Executive Offices)

                                      10036
                                   (Zip Code)

                                 DEBT SECURITIES


                        (TITLE OF INDENTURE SECURITIES)



 1.  GENERAL INFORMATION.

 FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

 a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH IT IS
 SUBJECT:

    Comptroller of the Currency
    United States Department of the Treasury
    Washington, D.C.  20219

    Federal Reserve Bank


<PAGE>

    Richmond, Virginia 23219

    Federal Deposit Insurance Corporation
    Washington, D.C.  20429

 b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

   Yes.


 2.  AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
 AFFILIATION.

     None.


 3.  VOTING SECURITIES OF THE TRUSTEE.

     FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF
 THE TRUSTEE:

     Not applicable - see answer to Item 13.


 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

     IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
 SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
 SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:

     Not applicable - see answer to Item 13.


 5.  INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
     UNDERWRITERS.

     IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
 IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
 OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
 ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.

     Not applicable - see answer to Item 13.


                                        2
<PAGE>


 6.  VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
     OFFICIALS.

     FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
 TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND
 EXECUTIVE OFFICER OF THE OBLIGOR:

     Not applicable - see answer to Item 13.


 7.  VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.

     FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
 TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
 DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER:

     Not applicable - see answer to Item 13.


 8.  SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

     FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
 BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
 TRUSTEE:

     Not applicable - see answer to Item 13.


 9.  SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

     IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
 OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
 FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
 UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:

     Not applicable - see answer to Item 13.


 10.  OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
      AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

     IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
 OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
 THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING STOCK OF THE OBLIGOR OR
 (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
 FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:

     Not applicable - see answer to Item 13.


 11.  OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING
      50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

     IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
 OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
 TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
 FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
 ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:

     Not applicable - see answer to Item 13.


                                        3
<PAGE>


 12.  INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

     EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
 TRUSTEE, FURNISH THE FOLLOWING INFORMATION:

     Not applicable - see answer to Item 13.


 13.  DEFAULTS BY THE OBLIGOR.

     (a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
 SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

     None.

     (b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
 OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
 SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
 OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
 BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
 SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

     None

 14. AFFILIATIONS WITH THE UNDERWRITERS.

      IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

     Not applicable - see answer to Item 13.


 15.   FOREIGN TRUSTEE.

     IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE TRUSTEE IS AUTHORIZED TO
 ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE
 ACT.

     Not applicable - trustee is a national banking association organized under
 the laws of the United States.


16.   LIST OF EXHIBITS.

      LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

         1. Copy of Articles of Association of the trustee as now in effect.*
 ---
         2. Copy of the Certificate of the Comptroller of the Currency dated
 ---     March 4, 1998, evidencing the authority of the trustee to transact
         business. **

         3. Copy of the Certification of Fiduciary Powers of the trustee by
 ---     the Office of the Comptroller of the - Currency dated April 7,
         1999.***

  X      4. Copy of existing by-laws of the trustee.
 ---
         5. Copy of each indenture referred to in Item 4, if the obligor is in
 ---     default. -Not Applicable.

  X      6. Consent of the trustee required by Section 321(b) of the Act.
 ---


                                        4
<PAGE>



  X     7. Copy of report of condition of the trustee at the close of
 ---    business on September 30, 2001, published pursuant to the
        requirements of its supervising authority.


        8. Copy of any order pursuant to which the foreign trustee is authorized
 ---    to act as sole trustee underindentures qualified or to be qualified
        under the Act.
          - Not Applicable

        9. Consent to service of process required of foreign trustees pursuant
 ---    to Rule 10a-4 under the Act.
          - Not Applicable


--------------------------
         *Previously filed with the Securities and Exchange Commission on March
 16, 1998 as an Exhibit to Form T-1 in connection with Registration Statement
 Number 333-47985, ** and filed with the Securities and Exchange Commission on
 July 15, 1998 as an Exhibit to Form T-1 in connection with Registration
 Statement Number 333-59145, *** and filed with the Securities and Exchange
 Commission on May 20, 1999 in connection with Registration Statement Number
 333-78927 and incorporated herein by reference.


                                      NOTE

         The trustee disclaims responsibility for the accuracy or completeness
 of information contained in this Statement of Eligibility and Qualification not
 known to the trustee and not obtainable by it through reasonable investigation
 and as to which information it has obtained from the obligor and has had to
 rely or will obtain from the principal underwriters and will have to rely.


                                    SIGNATURE

 Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee,
 First Union National Bank, a national banking association organized and
 existing under the laws of the United States of America, has duly caused this
 Statement of Eligibility and Qualification to be signed on its behalf by the
 undersigned, thereunto duly authorized, all in the City of Philadelphia and the
 Commonwealth of Pennsylvania, on the 8th day of November, 2001.



                                                       First Union National Bank



                                                       By: s/John H. Clapham
                                                       ---------------------
                                                                 John H. Clapham
                                                                  Vice President




                                        5
<PAGE>


                                                                       Exhibit 4

                                   BY-LAWS OF

                            FIRST UNION NATIONAL BANK


                                    ARTICLE I

                            Meetings of Shareholders

     Section 1.1 Annual Meeting. The annual meeting of the shareholders for the
 election of directors and for the transaction of such other business as may
 properly come before the meeting shall be held on the third Tuesday of April in
 each year, commencing with the year 1998, except that the Board of Directors
 may, from time to time and upon passage of a resolution specifically setting
 forth its reasons, set such other date for such meeting during the month of
 April as the Board of Directors may deem necessary or appropriate; provided,
 however, that if an annual meeting would otherwise fall on a legal holiday,
 then such annual meeting shall be held on the second business day following
 such legal holiday. The holders of a majority of the outstanding shares
 entitled to vote which are represented at any meeting of the shareholders may
 choose persons to act as Chairman and as Secretary of the meeting.

     Section 1.2 Special Meetings. Except as otherwise specifically provided by
 statute, special meetings of the shareholders may be called for any purpose at
 any time by the Board of Directors or by any three or more shareholders owning,
 in the aggregate, not less than ten percent of the stock of the Association.
 Every such special meeting, unless otherwise provided by law, shall be called
 by mailing, postage prepaid, not less than ten days prior to the date fixed for
 such meeting, to each shareholder at his address appearing on the books of the
 Association, a notice stating the purpose of the meeting.

     Section 1.3 Nominations for Directors. Nominations for election to the
 Board of Directors may be made by the Board of Directors or by any stockholder
 of any outstanding class of capital stock of the bank entitled to vote for the
 election of directors. Nominations, other than those made by or on behalf of
 the existing management of the bank, shall be made in writing and shall be
 delivered or mailed to the President of the Bank and to the Comptroller of the
 Currency, Washington, D. C., not less than 14 days nor more than 50 days prior
 to any meeting of stockholders called for the election of directors, provided
 however, that if less than 21 days' notice of such meeting is given to
 shareholders, such nomination shall be mailed or delivered to the President of
 the Bank and to the Comptroller of the Currency not later than the close of
 business on the seventh day following the day on which the notice of meeting
 was mailed. Such notification shall contain the following information to the
 extent known to the notifying shareholder: (a) the name and address of each
 proposed nominee; (b) the principal occupation of each proposed nominee; (c)
 the total number of shares of capital stock of the bank that will be voted for
 each proposed nominee; (d) the name and residence address of the notifying
 shareholder; and (e) the number of shares of capital stock of the bank owned by
 the notifying shareholder. Nominations not made in accordance herewith may, in
 his discretion, be disregarded by the chairman of the meeting, and upon his
 instructions, the vote tellers may disregard all votes cast for each such
 nominee.

     Section 1.4 Judges of Election. The Board may at any time appoint from
 among the shareholders three or more persons to serve as Judges of Election at
 any meeting of shareholders; to act as judges and tellers with respect to all
 votes by ballot at such meeting and


                                        6


<PAGE>

 to file with the Secretary of the meeting a Certificate under their hands,
 certifying the result thereof.

     Section 1.5 Proxies. Shareholders may vote at any meeting of the
 shareholders by proxies duly authorized in writing, but no officer or employee
 of this Association shall act as proxy. Proxies shall be valid only for one
 meeting, to be specified therein, and any adjournments of such meeting. Proxies
 shall be dated and shall be filed with the records of the meeting.

     Section 1.6 Quorum. A majority of the outstanding capital stock,
 represented in person or by proxy, shall constitute a quorum at any meeting of
 shareholders, unless otherwise provided by law; but less than a quorum may
 adjourn any meeting, from time to time, and the meeting may be held, as
 adjourned, without further notice. A majority of the votes cast shall decide
 every question or matter submitted to the shareholders at any meeting, unless
 otherwise provided by law or by the Articles of Association.


                                   ARTICLE II

                                    Directors

     Section 2.1 Board of Directors. The Board of Directors (hereinafter
 referred to as the "Board"), shall have power to manage and administer the
 business and affairs of the Association. Except as expressly limited by law,
 all corporate powers of the Association shall be vested in and may be exercised
 by said Board.



     Section 2.2 Number. The Board shall consist of not less than five nor more
 than twenty-five directors, the exact number within such minimum and maximum
 limits to be fixed and determined from time to time by resolution of a majority
 of the full Board or by resolution of the shareholders at any meeting thereof;
 provided, however, that a majority of the full Board of Directors may not
 increase the number of directors to a number which, (1) exceeds by more than
 two the number of directors last elected by shareholders where such number was
 fifteen or less, and (2) to a number which exceeds by more than four the number
 of directors last elected by shareholders where such number was sixteen or
 more, but in no event shall the number of directors exceed twenty-five.

     Section 2.3 Organization Meeting. The Secretary of the meeting upon
 receiving the certificate of the judges, of the result of any election, shall
 notify the directors-elect of their election and of the time at which they are
 required to meet at the Main Office of the Association for the purpose of
 organizing the new Board and electing and appointing officers of the
 Association for the succeeding year. Such meeting shall be held as soon
 thereafter as practicable. If, at the time fixed for such meeting, there shall
 not be a quorum present, the directors present may adjourn the meeting from
 time to time, until a quorum is obtained.

     Section 2.4 Regular Meetings. Regular meetings of the Board of Directors
 shall be held at such place and time as may be designated by resolution of the
 Board of Directors. Upon adoption of such resolution, no further notice of such
 meeting dates or the places or times thereof shall be required. Upon the
 failure of the Board of Directors to adopt such a resolution, regular meetings
 of the Board of Directors shall be held, without notice, on the third Tuesday
 in February, April, June, August, October and December, commencing with the
 year 1997, at the main office or at such other place and time as may be
 designated by the Board of Directors. When any regular meeting of the Board
 would otherwise fall on a holiday, the meeting shall be held on the next
 business day unless the Board shall designate some other day.

                                        7
  <PAGE>



     Section 2.5 Special Meetings. Special meetings of the Board of Directors
may be called by the President of the Association, or at the request of three
(3) or more directors. Each member of the Board of Directors shall be given
notice stating the time and place, by telegram, letter, or in person, of each
such special meeting.



     Section 2.6 Quorum. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.

         Section 2.7 Vacancies. When any vacancy occurs among the directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.

         Section 2.8 Advisory Boards. The Board of Directors may appoint
Advisory Boards for each of the states in which the Association conducts
operations. Each such Advisory Board shall consist of as many persons as the
Board of Directors may determine. The duties of each Advisory Board shall be to
consult and advise with the Board of Directors and senior officers of the
Association in such state with regard to the best interests of the Association
and to perform such other duties as the Board of Directors may lawfully
delegate.
The senior officer in such state, or such officers as directed by such senior
officer, may appoint advisory boards for geographic regions within such state
and may consult with the State Advisory Boards prior to such appointments.


                                   ARTICLE III

                             Committees of the Board

         Section 3.1 The Board of Directors, by resolution adopted by a majority
of the number of directors fixed by these By-Laws, may designate two or more
directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of By-laws, (4) amendment or repeal of any resolution of the Board
which by its terms is not so amendable or repealable, and (5) declaration of
dividends, issuance of stock, or recommendations to stockholders of any action
requiring stockholder approval.

         The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.

         A majority of the members of any committee of the Board of Directors
may fix such committee's rules of procedure. All action by any committee shall
be reported to the Board of Directors at a meeting succeeding such action,
except such actions as the Board may not require to be reported to it in the
resolution creating any such committee. Any action by any


                                        8
<PAGE>


committee shall be subject to revision, alteration, and approval by the Board of
Directors, except to the extent otherwise provided in the resolution creating
such committee; provided, however, that no rights or acts of third parties shall
be affected by any such revision or alteration.


                                   ARTICLE IV

                             Officers and Employees

         Section 4.1 Officers. The officers of the Association may be a Chairman
of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice
Chairmen (who shall not be required to be directors of the Association), a
President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and
such other officers, including officers holding similar or equivalent titles to
the above in regions, divisions or functional units of the Association, as may
be appointed by the Board of Directors. The Chairman of the Board and the
President shall be members of the Board of Directors. Any two or more offices
may be held by one person, but no officer shall sign or execute any document in
more than one capacity.

         Section 4.2 Election, Term of Office, and Qualification. Each officer
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.

         Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding
Section 1 of these By-laws, any Senior Vice President, Vice President, or
Assistant Vice President shall have, by virtue of his office, and by authority
of the By-laws, the authority from time to time to act as an Assistant Secretary
of the Bank, and to such extent, said officers are appointed to the office of
Assistant Secretary.

         Section 4.3 Chief Executive Officer. The Board of Directors shall
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.

         Section 4.4 Duties of Officers. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the corporation not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.

         Section 4.5 Other Employees. The Board of Directors may appoint from
time to time such tellers, vault custodians, bookkeepers, and other clerks,
agents, and employees as it may deem advisable for the prompt and orderly
transaction of the business of the Association, define their duties, fix the
salary to be paid them, and dismiss them. Subject to the authority of the Board
of Directors, the Chief Executive Officer or any other officer of the
Association authorized by him, may appoint and dismiss all such tellers, vault
custodians, bookkeepers and other clerks, agents, and employees, prescribe their
duties and the conditions of their employment, and from time to time fix their
compensation.

         Section 4.6 Removal and Resignation. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an


                                       9
<PAGE>


officer elected by the Board of Directors may be dismissed in accordance with
the provisions of the preceding Section 4.5. Any officer may resign at any time
by giving written notice to the Board of Directors or to the Chief Executive
Officer of the Association. Any such resignation shall become effective upon its
being accepted by the Board of Directors, or the Chief Executive Officer.


                                    ARTICLE V

                                Fiduciary Powers

         Section 5.1 Capital Management Group. There shall be an area of this
Association known as the Capital Management Group which shall be responsible for
the exercise of the fiduciary powers of this Association. The Capital Management
Group shall consist of four service areas: Fiduciary Services, Retail Services,
Investments and Marketing. The Fiduciary Services unit shall consist of personal
trust, employee benefits, corporate trust and operations. The General Office for
the Fiduciary Services unit shall be located in Charlotte, N.C., with additional
Trust Offices in such locations as the Association shall determine from time to
time.

         Section 5.2 Trust Officers. There shall be a General Trust Officer of
this Association whose duties shall be to manage, supervise and direct all the
activities of the Capital Management Group. Further, there shall be one or more
Senior Trust Officers designated to assist the General Trust Officer in the
performance of his duties. They shall do or cause to be done all things
necessary or proper in carrying out the business of the Capital Management Group
in accordance with provisions of applicable law and regulation.


         Section 5.3 General Trust Committee. There shall be a General Trust
Committee composed of not less than four (4) members of the Board of Directors
or officers of this Association who shall be appointed annually, or from time to
time, by the Board of Directors of this Association. Each member shall serve
until his successor is appointed. The Board of Directors or the Chairman of the
Board may change the membership of the General Trust Committee at any time, fill
any vacancies therein, or discharge any member thereof with or without cause at
any time. The General Trust Committee shall counsel and advise on all matters
relating to the business or affairs of the Capital Management Group and shall
adopt overall policies for the conduct of the business of the Capital Management
Group, including, but not limited to: general administration, investment
policies, new business development, and review for approval of major assignments
of functional responsibilities. The General Trust Committee shall appoint the
members of the following subcommittees: the Investment Policy Committee,
Personal Trust Administration Committee, Account Review Committee, and Corporate
and Institutional Accounts Committee. The General Trust Committee shall meet at
least quarterly or as called for by its Chairman or any three (3) members of the
Committee. A quorum shall consist of three (3) members. In carrying out its
responsibilities, the General Trust Committee shall review the fiduciary
activities of the Capital Management Group and may assign the administration and
performance of any fiduciary powers or duties to any officers or employees of
the Capital Management Group or to the Investment Policy Committee, Personal
Trust Administration Committee, Account Review Committee, or Corporate and
Institutional Accounts Committee, or other committees it may designate. One of
the methods to be used in the review process will be the scrutiny of the Reports
of Examination by the Office of the Comptroller of the Currency and the reports
of the Audit Division of First Union Corporation, as they relate to the
activities of the Capital Management Group. The Chairman of the General Trust
Committee shall be appointed by the Chairman of the Board of Directors. The
Chairman of the General Trust Committee shall cause to be recorded in
appropriate minutes all actions taken by the Committee. The minutes


                                       10
<PAGE>

shall be signed by its Secretary, approved by its Chairman and submitted to the
Board of Directors at its next regularly scheduled meeting following a meeting
of the General Trust Committee. The Board of Directors retains responsibility
for the proper exercise of this Association's fiduciary powers.

         Section 5.4 Investment Policy Committee. There shall be an Investment
Policy Committee composed of not less than seven (7) officers and/or employees
of this Association, who shall be appointed annually or from time to time by the
General Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members of
the Committee. A quorum shall consist of five (5) members. The Investment Policy
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the General Trust Committee. All actions taken by the
Investment Policy Committee shall be recorded in appropriate minutes, signed by
the Secretary thereof, approved by its Chairman, and submitted to the General
Trust Committee at its next ensuing regular meeting for its review and
approval."

         Section 5.5 Personal Trust Administration Committee. There shall be a
Personal Trust Administration Committee composed of not less than five (5)
officers and/or employees of this Association, who shall be appointed annually
or from time to time by the General Trust Committee. Each member shall serve
until his or her successor is appointed. Meetings shall be called by the
Chairman or by any three (3) members of the Committee. A quorum shall consist of
three (3) members. The Personal Trust Administration Committee shall exercise
such fiduciary powers and perform such duties as may be assigned to it by the
General Trust Committee. All actions taken by the Personal Trust Administration
Committee shall be recorded in appropriate minutes, signed by the Secretary
thereof, approved by its Chairman, and submitted to the General Trust Committee
at its next ensuing regular meeting for its review and approval."

         Section 5.6 Account Review Committee. There shall be an Account Review
Committee composed of not less than four (4) officers and/or employees of this
Association, who shall be appointed annually or from time to time by the General
Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members of
the Committee. A quorum shall consist of three (3) members. The Account Review
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the General Trust Committee. All actions taken by the Account
Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman, and submitted to the General Trust
Committee at its next ensuing regular meeting for its review and approval."

         Section 5.7 Corporate and Institutional Accounts Committee. There shall
be a Corporate and Institutional Accounts Committee composed of not less than
five (5) officers and/or employees of this Association, who shall be appointed
annually or from time to time by the General Trust Committee. Each member shall
serve until his or her successor is appointed. Meetings shall be called by the
Chairman or by any two (2) members of the Committee. A quorum shall consist of
three (3) members. The Corporate and Institutional Accounts Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the General Trust Committee. All actions taken by the Corporate and
Institutional Accounts Committee shall be recorded in appropriate minutes,
signed by the Secretary thereof, approved by its Chairman, and submitted to the
General Trust Committee at its next ensuing regular meeting for its review and
approval."




                                       11
<PAGE>


                                   ARTICLE VI

                          Stock and Stock Certificates

         Section 6.1 Transfers. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.

         Section 6.2 Stock Certificates. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.


                                   ARTICLE VII

                                 Corporate Seal

         Section 7.1 The President, the Cashier, the Secretary, or any Assistant
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form.


                                  ARTICLE VIII

                            Miscellaneous Provisions

         Section 8.1 Fiscal Year. The fiscal year of the Association shall be
the calendar year.

         Section 8.2 Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Vice President or Assistant Vice President, the Secretary or any Assistant
Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant
Treasurer, or any officer holding similar or equivalent titles to the above in
any regions, divisions or functional units of the Association, or, if in
connection with the exercise of fiduciary powers of the Association, by any of
said officers or by any Trust Officer or Assistant Trust Officer (or equivalent
titles); provided, however, that where required, any such instrument shall be
attested by one of said officers other than the officer executing such
instrument. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted in behalf of the Association in such other manner and by
such other officers as the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of these
By-laws.


                                       12
<PAGE>

         Section 8.3 Records. The Articles of Association, the By-laws, and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.


                                   ARTICLE IX

                                     By-laws

         Section 9.1 Inspection. A copy of the By-laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.

         Section 9.2 Amendments. The By-laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a vote
of a majority of the whole number of Directors.



















                                       13
<PAGE>




                                    Exhibit A


                            First Union National Bank
                                    Article X
                                Emergency By-laws



         In the event of an emergency declared by the President of the United
States or the person performing his functions, the officers and employees of
this Association will continue to conduct the affairs of the Association under
such guidance from the directors or the Executive Committee as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any applicable governmental directives
during the emergency.

                        OFFICERS PRO TEMPORE AND DISASTER

         Section 1. The surviving members of the Board of Directors or the
Executive Committee shall have the power, in the absence or disability of any
officer, or upon the refusal of any officer to act, to delegate and prescribe
such officer's powers and duties to any other officer, or to any director, for
the time being.

         Section 2. In the event of a state of disaster of sufficient severity
to prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws, any
two or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the
affairs and business of the Association in accordance with the provisions of
Article II of these By-laws; and in addition, such Committee shall be empowered
to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavail- ability, at such
time, of a minimum of two members of the then incumbent Executive Committee, any
three available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-laws (other than
this section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by an interim Executive Committee acting
under this section that it shall be to the advantage of this Association to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-laws.

                               Officer Succession

         BE IT RESOLVED, that if consequent upon war or warlike damage or
disaster, the Chief Executive Officer of this Association cannot be located by
the then acting Head Officer or is unable to assume or to continue normal
executive duties, then the authority and duties of the Chief Executive Officer
shall, without further action of the Board of Directors, be automatically
assumed by one of the following persons in the order designated:

         Chairman
         President


                                       14
<PAGE>

         Division Head/Area Administrator - Within this officer class, officers
         shall take seniority on the basis of length of service in such office
         or, in the event of equality, length of service as an officer of the
         Association.

         Any one of the above persons who in accordance with this resolution
assumes the authority and duties of the Chief Executive Officer shall continue
to serve until he resigns or until five-sixths of the other officers who are
attached to the then acting Head Office decide in writing he is unable to
perform said duties or until the elected Chief Executive Officer of this
Association, or a person higher on the above list, shall become available to
perform the duties of Chief Executive Officer of the Association.

         BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three officers of the Association.

                               Alternate Locations

          The offices of the Association at which its business shall be
     conducted shall be the main office thereof in each city which is designated
     as a City Office (and branches, if any), and any other legally authorized
     location which may be leased or acquired by this Association to carry on
     its business. During an emergency resulting in any authorized place of
     business of this Association being unable to function, the business
     ordinarily conducted at such location shall be relocated elsewhere in
     suitable quarters, in addition to or in lieu of the locations heretofore
     mentioned, as may be designated by the Board of Directors or by the
     Executive Committee or by such persons as are then, in accordance with
     resolutions adopted from time to time by the Board of Directors dealing
     with the exercise of authority in the time of such emergency, conducting
     the affairs of this Association. Any temporarily relocated place of
     business of this Association shall be returned to its legally authorized
     location as soon as practicable and such temporary place of business shall
     then be discontinued.

                               Acting Head Offices

          BE IT RESOLVED, that in case of and provided because of war or warlike
     damage or disaster, the General Office of this Association, located in
     Charlotte, North Carolina, is unable temporarily to continue its functions,
     the Raleigh office, located in Raleigh, North Carolina, shall automatically
     and without further action of this Board of Directors, become the "Acting
     Head Office of this Association";

          BE IT FURTHER RESOLVED, that if by reason of said war or warlike
     damage or disaster, both the General Office of this Association and the
     said Raleigh Office of this Association are unable to carry on their
     functions, then and in such case, the Asheville Office of this Association,
     located in Asheville, North Carolina, shall, without further action of this
     Board of Directors, become the "Acting Head Office of this Association";
     and if neither the Raleigh Office nor the Asheville Office can carry on
     their functions, then the Greensboro Office of this Association, located in
     Greensboro, North Carolina, shall, without further action of this Board of
     Directors, become the "Acting Head Office of this Association"; and if
     neither the Raleigh Office, the Asheville Office, nor the Greensboro Office
     can carry on their functions, then the Lumberton Office of this
     Association, located in Lumberton, North Carolina, shall, without further
     action of this Board of Directors,
     become the "Acting Head Office of this Association". The Head Office shall
     resume its functions at its legally authorized location as soon as
     practicable.


                                       15
<PAGE>


                                                                       EXHIBIT 6





                             CONSENT OF THE TRUSTEE





  Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, and in connection with the proposed issue of Verizon Global Funding Corp.
Debt Securities, First Union National Bank, hereby consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.



                                                    FIRST UNION NATIONAL BANK


                                                    By: s/ John H. Clapham
                                                        ------------------
                                                        John H. Clapham
                                                        Vice President




Philadelphia, Pennsylvania

November 8, 2001




                                       16


<PAGE>




                                                                       EXHIBIT 7

                               REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of the First Union National
Bank, Charlotte, North Carolina, at the close of business on September 30, 2001
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 22693 Comptroller of the
Currency.

STATEMENT OF RESOURCES AND LIABILITIES


                                       17
<PAGE>


                                     ASSETS

                                                         Thousand of Dollars
                                                         -------------------

Cash and balance due from depository institutions:
  Noninterest-bearing balances and currency and coin........  7,888,000
  Interest bearing balances.................................  2,284,000
Securities..................................................  /////////
  Held-to-maturity securities...............................          0
  Available-for-sale securities............................. 47,603,000
Federal funds sold and securities purchases to resell.......  5,676,000
Loans and lease financing receivables:
  Loans and leases held for sale............................  6,310,000
  Loans and leases, net of unearned income....120,035,000
  LESS: Allowance for loan and lease losses.....2,229,000
  LESS: Allocated transfer risk reserve.................0
  Loans and leases, net of unearned income, allowance, and
  reserve...................................................117,806,000
Trading assets.......................                        20,353,000
Premises and fixed assets (including capitalized leases)....  2,718,000
Other real estate owned.....................................     94,000
Investment in unconsolidated subsidiaries and associated     //////////
companies..................................................     460,000
Customer's liability to this bank on acceptances outstanding.   771,000
Intangible assets:
   Goodwill.................................................  2,295,000
   Other intanible assets...................................    336,000
   Other assets............................................. 17,601,000
Total assets................................................232,195,000

                                   LIABILITIES
Deposits:
     In domestic offices....................................128,183,000
       Noninterest-bearing.....................18,392,000
       Interest-bearing.......................109,791,000
     In foreign offices, Edge and Agreement subsidiaries,
     and IBFs.............................................   12,577,000
       Noninterest-bearing........................ 55,000
       Interest-bearing........................12,522,000
Federal funds purchased and securities sold under agreements
 to repurchase.............................................  23,042,000
Trading liabilities........................................  14,604,000
Other borrowed money:......................................  19,566,000
Not applicable .............................................   ////////
Bank's liability on acceptances executed and outstanding.....   773,000
Subordinated notes and debentures...........................  5,993,000
Other liabilities............................................10,413,000
Total liabilities...........................................215,151,000
Minority interest in consolidated subsidiaries..............    965,000






                                       18
<PAGE>





                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus................   161,000
Common Stock.................................................   455,000
Surplus......................................................13,302,000
Retained earnings........................                     1,206,000
Accumulated other comprehensive income                          955,000
Total equity capital.........................................16,079,000
Total liabilities and equity capital........................232,195,000






















                                       19




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>12
<FILENAME>file011.txt
<DESCRIPTION>LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1


                              LETTER OF TRANSMITTAL
                                 WITH RESPECT TO


                         VERIZON GLOBAL FUNDING CORP.


                          VERIZON COMMUNICATIONS INC.


                                OFFER TO EXCHANGE



$2,000,000,000 FLOATING RATE NOTES DUE 2002 THAT HAVE BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933 (THE "SECURITIES ACT") FOR ANY AND ALL
          OUTSTANDING FLOATING RATE NOTES DUE 2002--CUSIP #


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

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

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



                            FIRST UNION NATIONAL BANK
                             (the "Exchange Agent")


     By Registered Or Certified Mail, Overnight Delivery Or Hand Delivery
                            First Union National Bank
                   Corporate Trust Reorganization Department
                         1525 West W.T. Harris Boulevard
                      Charlotte, North Carolina 28288-1153
                             Attention: Marsha Rice


                                  By Facsimile
                                 (704) 590-7628


                   Information or Confirmation by Telephone
                                 (704) 590-7413


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

<PAGE>

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

 o   $2,000,000,000 Floating Rate Notes due 2002 that have been registered under
     the Securities Act for any and all outstanding Floating Rate Notes due 2002

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

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

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

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

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

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

     All Holders of restricted notes who wish to tender their restricted notes
must, prior to the Expiration Date either: (a) complete, sign and deliver this
Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person
or to the address or facsimile number set forth above and tender (and not
withdraw) his, her or its restricted notes or, (b) if a tender of restricted
notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at DTC, confirm such book-entry transfer, including the delivery
of an Agent's Message (a "Book-Entry Confirmation"), in each case in accordance
with the procedures for tendering described in the Instructions to this Letter
of Transmittal. Holders of restricted notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
Book-Entry Confirmation and all other documents required by this Letter of
Transmittal to be delivered to the Exchange Agent on or prior to the Expiration
Date, must tender their restricted notes according to the guaranteed delivery
procedures set forth under the caption "Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus. (See Instruction 2.)

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


                                        2
<PAGE>

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

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

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


                 ALL TENDERING HOLDERS MUST COMPLETE THIS BOX:


                   DESCRIPTION OF RESTRICTED NOTES TENDERED



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

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

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

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

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

-------------------------------------------------------------------------------------------------------------
                                            TOTAL PRINCIPAL AMOUNT
-------------------------------------------------------------------------------------------------------------
  *     Need not be completed by book-entry Holders.
 **     Unless otherwise indicated, the Holder will be deemed to have tendered
        the full aggregate principal amount represented by such restricted
        notes. All tenders must be in integral multiples of $1,000.
-------------------------------------------------------------------------------------------------------------
</TABLE>














                                        3
<PAGE>

              PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS


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

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

  Issue certificate(s) to:


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


  Address --------------------------
               (INCLUDE ZIP CODE)


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


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

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



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

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

     Deliver certificate(s) to:


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


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


     --------------------------------
              (INCLUDE ZIP CODE)

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


     --------------------------------
             DTC ACCOUNT NUMBER



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


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

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


                                        4
<PAGE>

           (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)


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

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

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

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


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


 Name(s) of Tendering Holder(s)
                               -------------------------------------------------

 Window Ticket Number (if any)
                              --------------------------------------------------

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

 Name of Institution Which Guaranteed Delivery
                                              ----------------------------------


          If Guaranteed Delivery is to be made by Book-Entry Transfer:


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

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

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


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

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

 Name:
        ------------------------------------------------------------------------

 Address:
          ----------------------------------------------------------------------

 If the undersigned is not a broker-dealer, the undersigned represents that (1)
 it is acquiring the exchange notes in the ordinary course of its business, (2)
 it has no arrangements or understanding with any person, nor does it intend to
 engage in, a distribution (as that term is interpreted by the SEC) of exchange
 notes and (3) it is not an affiliate (as that term is interpreted by the SEC)
 of the Company. If the undersigned is a broker-dealer that will receive
 exchange notes for its own account in exchange for restricted notes that were
 acquired as a result of market-making activities or other trading activities,
 it acknowledges that it will deliver a prospectus in connection with any resale
 of such exchange notes; however, by so acknowledging and by delivering a
 prospectus, the undersigned will not be deemed to admit that it is an
 "underwriter" within the meaning of the Securities Act.


                                        5
<PAGE>


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

Ladies and Gentlemen:

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

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

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

     The undersigned agrees that acceptance of any tendered restricted notes by
the Company and the issuance of exchange notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Exchange and Registration Rights Agreement relating to such restricted notes and
that, upon the issuance of the exchange notes, the Company will have no further
obligations or liabilities thereunder (except in certain limited circumstances).

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

     If the undersigned is a broker-dealer, the undersigned further (1)
represents that it acquired restricted notes for the undersigned's own account
as a result of market-making activities or other trading activities, (2)
represents that it has not entered into any arrangement or understanding with
the Company or any "affiliate" of the Company (within the meaning of Rule 405
under the Securities Act) to distribute the exchange notes to be received in the
Exchange Offer and (3) acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act (for which purposes, the delivery of the


                                        6
<PAGE>

Prospectus, as the same may be hereafter supplemented or amended, shall be
sufficient) in connection with any resale of exchange notes received in the
Exchange Offer. Such a broker-dealer will not be deemed, solely by reason of
such acknowledgment and prospectus delivery, to admit that it is an
"underwriter" within the meaning of the Securities Act.

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

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

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

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

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

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

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

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

     By acceptance of the Exchange Offer, each broker-dealer that receives
exchange notes pursuant to the Exchange Offer hereby acknowledges and agrees
that upon the receipt of notice by the Company of


                                        7
<PAGE>

the happening of any event that makes any statement in the Prospectus untrue in
any material respect or that requires the making of any changes in the
Prospectus in order to make the statements therein not misleading (which notice
the Company agrees to deliver promptly to such broker-dealer), such
broker-dealer will suspend use of the Prospectus until the Company has amended
or supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to such
broker-dealer.

     Unless otherwise indicated under "Special Registration Instructions," the
undersigned hereby directs that the exchange notes issued in exchange for the
restricted notes accepted for exchange be issued, and any restricted notes not
tendered or not exchanged be returned, in the name(s) of the undersigned, or, in
the case of a book-entry transfer, credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the exchange notes
issued in exchange for the restricted notes accepted for exchange and any
certificates for restricted notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special
Registration Instructions" and "Special Delivery Instructions" are completed,
the undersigned hereby directs that the exchange notes issued in exchange for
the restricted notes accepted for exchange be issued in the name(s) of, and
restricted notes not tendered or not exchanged be returned to, the person(s) so
indicated or, in the case of a book-entry transfer, credited to the account
indicated under "Special Registration Instructions" maintained at DTC. The
undersigned understands that the Company has no obligations pursuant to the
"Special Registration Instructions" or "Special Delivery Instructions" to
transfer any restricted notes from the name of the registered Holder(s) thereof
if the Company does not accept for exchange any of the restricted notes so
tendered.

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















                                        8
<PAGE>

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

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


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


 Date:             , 2001

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

 Capacity (full title)
                      ---------------------------------------------------------


  Address
          ---------------------------------------------------------------------
                              (INCLUDE ZIP CODE)

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


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


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


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


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


 Date:             , 2001

 Name of Firm
             ------------------------------------------------------------------

 Capacity (full title)
                      ---------------------------------------------------------


 Address
         ----------------------------------------------------------------------
                              (INCLUDE ZIP CODE)

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


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



                                        9
<PAGE>

                                  INSTRUCTIONS


        FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER


1. GUARANTEE OF SIGNATURES.

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


2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND RESTRICTED NOTES.

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

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

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

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

     Holders who wish to tender their restricted notes and (1) whose restricted
notes are not immediately available, or (2) who cannot deliver their restricted
notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date or comply with


                                       10
<PAGE>

book-entry transfer procedures on a timely basis must tender their restricted
notes according to the guaranteed delivery procedures set forth in the
Prospectus. See "Exchange Offer--Guaranteed Delivery Procedures." Pursuant to
such procedures: (1) such tender must be made by or through an Eligible
Institution; (2) prior to the Expiration Date, the Exchange Agent must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, overnight courier,
mail or hand delivery) setting forth the name and address of the Holder of the
restricted notes, the series of which the restricted notes form a part, the
certificate number or numbers, if any, of such restricted notes and the
principal amount of restricted notes tendered, stating that the tender is being
made thereby and guaranteeing that, within three New York Stock Exchange trading
days after the Expiration Date, this Letter of Transmittal (or facsimile hereof)
or any Agent's Message together with the certificate(s) representing the
restricted notes or book-entry transfer, as the case may be, and any other
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (3) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s), if any, representing all
tendered restricted notes in proper form for transfer (or a confirmation of
book-entry transfer of such restricted notes into the Exchange Agent's account
at DTC), must be received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date, all in the manner provided in
the Prospectus under the caption "Exchange Offer--Guaranteed Delivery
Procedures." Any Holder who wishes to tender his, her or its restricted notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to the
Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to Holders who wish to tender their restricted notes
according to the guaranteed delivery procedures set forth above.

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


3. INADEQUATE SPACE.

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


4. TENDER BY HOLDER.

     Only a registered Holder of restricted notes or a DTC participant listed on
a securities position listing furnished by DTC with respect to the restricted
notes may tender its restricted notes in the Exchange Offer. Any beneficial
owner of restricted notes who is not the registered Holder and is not a DTC


                                       11
<PAGE>

participant and who wishes to tender should arrange with such registered holder
to execute and deliver this Letter of Transmittal on such beneficial owner's
behalf or must, prior to completing and executing this Letter of Transmittal and
delivering his, her or its restricted notes, either make appropriate
arrangements to register ownership of the restricted notes in such beneficial
owner's name or obtain a properly completed bond power from the registered
holder or properly endorsed certificates representing such restricted notes.


5. PARTIAL TENDERS; WITHDRAWALS.

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

     Except as otherwise provided herein, tenders of restricted notes may be
withdrawn at any time prior to the Expiration Date. To withdraw a tender of
restricted notes in the Exchange Offer, a written or facsimile transmission
notice of withdrawal must be received by the Exchange Agent at its address set
forth herein prior to the Expiration Date. Any such notice of withdrawal must
(1) specify the name of the person having deposited the restricted notes to be
withdrawn (the "Depositor"), (2) identify the restricted notes to be withdrawn
(including the certificate number or numbers and the principal amount of such
restricted notes, or, in the case of restricted notes transferred by book-entry
transfer the name and number of the account at DTC to be credited), (3) be
signed by the Depositor in the same manner as the original signature on the
Letter of Transmittal by which such restricted notes were tendered (including
any required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Registrar with respect to the restricted notes register
the transfer of such restricted notes into the name of the person withdrawing
the tender and (4) specify the name in which any such restricted notes are to be
registered, if different from that of the Depositor. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Company, whose determination shall be final and binding on
all parties. Any restricted notes so withdrawn will be deemed not to have been
validly tendered for purposes of the Exchange Offer and no exchange notes will
be issued with respect thereto unless the restricted notes so withdrawn are
validly retendered. Any restricted notes which have been tendered but which are
not accepted for exchange by the Company will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn restricted
notes may be retendered by following one of the procedures described in the
Prospectus under "Exchange Offer--Procedures for Tendering" at any time prior to
the Expiration Date.


6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.

     If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of the restricted notes tendered hereby, the signature must
correspond with the name(s) as written on the face of each of such restricted
notes, without alteration, enlargement or any change whatsoever.

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

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


                                       12
<PAGE>

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

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

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


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


7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.

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


8. BACKUP UNITED STATES FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9.


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


                                       13
<PAGE>

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


9. TRANSFER TAXES.

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

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


10. WAIVER OF CONDITIONS.

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


11. MUTILATED, LOST, STOLEN OR DESTROYED RESTRICTED NOTES.

     Any tendering Holder whose restricted notes have been mutilated, lost,
stolen or destroyed should contact the Exchange Agent at the address indicated
herein for further instructions.


12. REQUESTS FOR ASSISTANCE, COPIES.

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


                         (DO NOT WRITE IN SPACE BELOW)

<TABLE>
<CAPTION>
RESTRICTED NOTES TENDERED      RESTRICTED NOTES ACCEPTED     RESTRICTED NOTES SURRENDERED
<S>                            <C>                            <C>
-------------------------      -------------------------      -------------------------

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

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

Received [ ]                   Accepted by [ ]                Checked by [  ]
Delivery Prepared by [ ]       Checked by [ ]                 Date [  ]
</TABLE>



                                       14
<PAGE>

                            IMPORTANT TAX INFORMATION


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

     Certain Holders (including, among others, all corporations and certain
non-United States persons) are not subject to these backup withholding and
reporting requirements. Exempt Holders should indicate their exempt status on
Substitute Form W-9. A non-United States person may qualify as an exempt
recipient by submitting to the Exchange Agent a properly completed Internal
Revenue Service Form W-8, signed under penalties of perjury, attesting to that
Holder's exempt status. A Form W-8 can be obtained from the Exchange Agent.

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


PURPOSE OF SUBSTITUTE FORM W-9

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


WHAT NUMBER TO GIVE

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


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


                                       15
<PAGE>

                   TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 8)


                    PAYER'S NAME: FIRST UNION NATIONAL BANK


<TABLE>
<S>                <C>                            <C>
-------------------------------------------------------------------------------------
 SUBSTITUTE        Part 1--PLEASE PROVIDE YOUR    TIN:
 FORM W-9          TIN ON THE LINE AT RIGHT AND       -------------------------
                   CERTIFY BY SIGNING AND            SOCIAL SECURITY NUMBER OR
 DEPARTMENT OF     DATING BELOW                   EMPLOYER IDENTIFICATION NUMBER
 THE TREASURY      ------------------------------ -----------------------------------
 INTERNAL REVENUE  PART 2--AWAITING TIN ---
 SERVICE           ------------------------------------------------------------------
                   PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
                   THAT:

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

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

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



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

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

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

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

SIGNATURE                                              DATE             , 2001
          -------------------------------------------      -------------

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

                                       16





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>13
<FILENAME>file012.txt
<DESCRIPTION>NOTICE OF GUARANTEED DELIVERY
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2


                          NOTICE OF GUARANTEED DELIVERY
                                       FOR

$2,000,000,000 FLOATING RATE NOTES DUE 2002 THAT HAVE BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933 (THE "SECURITIES ACT") FOR ANY AND ALL
                    OUTSTANDING FLOATING RATE NOTES DUE 2002

                                       OF


                         VERIZON GLOBAL FUNDING CORP.

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


                 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
                            FIRST UNION NATIONAL BANK


     By Registered or Certified Mail, Overnight Delivery or Hand Delivery


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


                                  By Facsimile
                                 (704) 590-7628


                   Information or Confirmation by Telephone
                                 (704) 590-7413


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

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

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


Ladies and Gentlemen:


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

   o $2,000,000,000 Floating Rate Notes due 2002 that have been registered under
     the Securities Act for any and all outstanding Floating Rate Notes due 2002

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

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

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

ALL AUTHORITY CONFERRED OR AGREED TO BE CONFERRED BY THIS NOTICE OF GUARANTEED
DELIVERY SHALL NOT BE AFFECTED BY, AND SHALL SURVIVE, THE DEATH OR INCAPACITY OF
THE UNDERSIGNED, AND EVERY OBLIGATION OF THE UNDERSIGNED UNDER THIS NOTICE OF
GUARANTEED DELIVERY SHALL BE BINDING ON THE HEIRS, EXECUTORS, ADMINISTRATORS,
TRUSTEES IN BANKRUPTCY, PERSONAL AND LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS OF THE UNDERSIGNED.


                                        2
<PAGE>

BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:

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


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

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


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

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

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


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

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

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


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


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


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

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

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


Name
     ------------------------------------------


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

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

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

                                        3
<PAGE>

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







                                        4

\




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