NOTICE OF ANNUAL SHAREHOLDERS MEETING OF VERIZON COMMUNICATIONS, INC.

Date: April 28, 2004
Time: 10:00 a.m. Local Time
Place: Richmond Marriott Hotel
500 East Broad Street
Richmond, Virginia 23219

At the Annual Meeting of Shareholders, you will be asked to:

1. Elect Directors;
2. Ratify the appointment of the independent auditor;
3. Act upon such other matters, including the nine shareholder proposals described on pages 10-20 of this Proxy Statement, as may properly come before the meeting; and
4. Consider any other business that is properly brought before the meeting.

Only shareholders of record at the close of business on March 1, 2004 will be entitled to vote at the Annual Meeting. To grant a proxy to vote your shares, you should complete and return the enclosed proxy card, complete the voter instruction form provided by your bank or broker or grant your proxy by telephone or Internet as described on your proxy card or voter instruction form. You may also vote in person at the Annual Meeting. We encourage you to vote promptly whether or not you expect to attend the Annual Meeting.

You will need an admission ticket to attend the meeting. If you are a registered shareholder, an admission ticket is attached to your proxy card. If your shares are not registered in your name, you should ask the broker, bank or other institution that holds your shares to provide you with a copy of your account statement or a letter from the firm confirming that you owned shares of Verizon common stock on March 1, 2004. Please bring that documentation to the meeting in order to receive your admission ticket.

By Order of the Board of Directors
Marianne DrostMarch 15, 2004
Senior Vice President,
    Deputy General Counsel and
    Corporate Secretary

The Richmond Marriott Hotel is accessible to all shareholders. If you would like a sign language interpreter at the meeting, please direct your request to the Assistant Corporate Secretary, Verizon Communications Inc., 1095 Avenue of the Americas, Room 3883, New York, New York 10036, so that we receive it no later than April 9, 2004.

Proxy Statement

Beginning March 15, 2004, Verizon is mailing this Proxy Statement and proxy card to its shareholders of record as of March 1, 2004. The Board of Directors is soliciting proxies in connection with the election of Directors and other actions to be taken at the Annual Meeting of Shareholders and at any adjournment or postponement of that Meeting. The Board of Directors encourages you to read the Proxy Statement and to vote on the matters to be considered at the Annual Meeting.