Prospectus Supplement dated May 2, 2011 Rule 424(b)(3) To Prospectus dated November 3, 2009 File No. 333-162833

VERIZON COMMUNICATIONS INC.

VERIZON COMMUNICATIONS DIRECT INVEST A Direct Stock Purchase and Share Ownership Plan for

Common Stock of Verizon Communications Inc.

This Prospectus Supplement dated May 2, 2011 supplements and amends the Prospectus dated November 3, 2009, as follows and should be read in connection with the Prospectus:

Effective July 1, 2011, Verizon Communications Inc. is making the following changes to the Verizon Communications

Direct Invest plan: The Participant Fees section of the Prospectus is hereby amended to delete the section in its entirety and replace it with:

Participant Fees

Investment Fees

Dividend Reinvestment 5% of Amount Invested

($1.00 Min./$3.00 Max.)

Batch Order Sale Fee $15.00 per sale

Market Order Sale Fee $25.00 per sale

Per Share Fee

On Sales $0.12 per share

On Purchases $0.03 per share

Other fees may apply – see below

Dividend Reinvestment – The fee for reinvesting each quarterly dividend is 5% of the amount invested, with a minimum fee of $1.00 and a maximum fee of $3.00. (In other words, if your quarterly dividend is $20 or less, the Plan Administrator’s fee will be $1.00. If your quarterly dividend is $40, the Plan Administrator’s fee will be $2.00. If your quarterly dividend is $60 or more, the Plan Administrator’s fee is capped at $3.00).

Sale Fees – The fee for each market order sale is $25.00 per transaction, plus an additional per share sale fee described below. The fee for each batch order sale is $15.00 per transaction, plus an additional per share sale fee described below.

Per Share Fees - A sale fee of $0.12 per share will be deducted from the sales proceeds. A purchase fee of $0.03 per share will be deducted from the purchase amount, except when new shares or treasury shares are purchased from Verizon Communications. However, per share fees include the cost of any brokerage commission that may be incurred by the Plan Administrator.

Other Fees – The Plan Administrator may charge a fee for each of the following: returned payments, check copy, retrieval of certain archived data, prior year tax forms, overnight delivery, certain market price information, and confirmation of account balance for party other than holder.

The Sales section of the Prospectus is hereby amended as follows:

• Market Order: The last sentence is deleted and replaced with: The cash proceeds that you will receive will be equal to the number of shares sold multiplied by the sales price, minus a $25.00 market order sale fee per transaction and an additional $0.12 fee per share sold.

• Batch Order: The last sentence is deleted and replaced with: The cash proceeds that you will receive will be equal to the number of shares sold multiplied by the sales price, minus a $15.00 batch order sale fee per transaction and an additional $0.12 fee per share sold.

002CSI2037

A Direct Stock Purchase and ShareOwnership Plan for Common Stockof Verizon Communications Inc.

u Purchase Verizon Communicationsshares conveniently.

u Build your ownership systematically by reinvesting dividends and by makingadditional investments.

u Access your account online to review and manage your investment.

u Protect your Verizon Communicationsstock certificates by turning them in forshare safekeeping at no cost.

u Establish an IRA that invests inVerizon Communications shares.

DirectInvest

VerizonCommunications

Neither the Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of the securitiesdiscussed in this prospectus, or determined if this prospectus is truthfulor complete.Any representation to the contrary is a criminal offense.

Prospectus dated November 3, 2009.

2

Registered Shareowners - If you are a regis-tered Verizon Communications shareowner,you may enroll in the Plan immediately.

Initial Investment - If you are not a registeredVerizon Communications shareowner, youmay enroll by investing at least $250 or byauthorizing the Plan Administrator to auto-matically deduct five (5) $50 monthly pay-ments from your U.S. bank account.

Dividend Reinvestment - Dividends on all or aportion of your Plan shares will be automati-cally reinvested in Verizon Communicationscommon shares.

Additional Investments -You can make additionalinvestments by authorizing the Plan Administratorto automatically deduct $50 or more from yourU.S. bank account each month.

Share Safekeeping - Whether you participatein the Plan or not, if you own sharesof Verizon Communications and you holdthem in certificate form, you may send themto the Plan Administrator for share safekeep-ing.There is no cost to you for this service.

Periodic Statements - Each time you invest,you will receive a statement that will showyou the status of your account.

Participant Fees -You will pay certain fees inconnection with the Plan.These fees aredescribed further in this prospectus.

Summary of Important Plan Features

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Verizon CommunicationsDirect Invest - The Plan

Administration and Contact Information 4

Who Can Join 4

Enrollment 5

Participant Fees 7

How Shares are Purchased and Priced 8

Investment Methods and Timing 9

Account Statements 10

Share Safekeeping 11

IRA Accounts 12

Gift or Transfer of Shares 12

Sales 12

Withdrawal from the Plan 14

Adverse Market Conditions 14

Tax Consequences 15

Voting of Proxies 15

Stock Splits and Other Distributions 15

Changes to the Plan 16

Responsibilities of Verizon Communications and the Plan Administrator 16

Governing Law 16

Use of Proceeds 17

Experts 17

Legal Matters 17

Indemnification 18

WhereYou Can Find More Information 18

Table of Contents

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You may contact the Plan Administrator,Computershare Trust Company, N.A., by:

• Internet:www.computershare.com/verizon

• Telephone:1-800-631-2355

• Mail:Verizon Communications Direct Investc/o Computershare Trust Company, N.A.P.O. Box 43078Providence, RI 02940-3078

Unless otherwise specified, Plan transactions can behandled via the Internet, by telephone or throughthe mail. Computershare Trust Company, N.A.is a federally chartered trust institution withComputershare, Inc., a transfer agent registeredwith the Securities and Exchange Commission, asservice agent.

• Registered shareowners of VerizonCommunications are eligible to join the Plan.

• New investors who would like to become regis-tered shareowners may join by making an initialinvestment of at least $250.

• Non-U.S. residents are eligible to participate aslong as their participation would not violateapplicable laws in their home countries.

Who Can Join

Administration and Contact Information

5

Minimum and Maximum Investment Amounts

Minimum Initial Investment Registered Shareowners: $0New Investors: $250

Automatic Deduction:$50 per month for five (5) consecutive months

Minimum Additional InvestmentCash and One-time Online Deduction:

$50 per payment

Automatic Deduction:$50 per month

Maximum Investment - $200,000 per calendar year

Registered Shareowners - If you are a Verizon Communi-cations registered shareowner, and you have alreadyestablished online account access, you can enroll imme-diately via the Internet. Otherwise, you need to call thePlan Administrator to enroll in the Plan over the tele-phone or to request a Shareowner Authorization Formto enroll by mail. If the Plan Administrator receivesyour enrollment request prior to a given dividendrecord date, you will be enrolled in the Plan and therequested dividends will be reinvested for that dividendpayment date. If your enrollment request is notreceived in time, your dividend reinvestment electionmay not be processed until the next dividend paymentdate.

New Investors - If you do not already own VerizonCommunications shares, or if you wish to establish aseparate account (for example, a joint account withyour spouse, or as a custodian for a minor), you may:

• Go to www.computershare.com/verizon and fol-low the instructions for opening a VerizonCommunications shareowner account online.You

Enrollment

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may enroll in the Plan by authorizing a one-timededuction from your U.S. bank account for an ini-tial investment of at least $250 or by establishingan automatic monthly deduction from your U.S.bank account for a minimum of $50 per transac-tion for at least five (5) consecutive months; or

• Contact the Plan Administrator to obtain an InitialEnrollment Form, complete the form and return itto the address provided.You can either:

> Enclose a check for a minimum investment of $250. Please make sure your check is payableto “Computershare - Verizon;” or,

> Authorize an automatic monthly deductionfrom your U.S. bank account for a minimum of$50 per transaction for at least five (5) consecu-tive months.Automatic investment enrollmentis provided on the Direct Debit AuthorizationForm.

If you wish to make your initial investment throughautomatic monthly deductions, you must agree to con-tinue the deductions until the $250 minimum initialinvestment is reached. Please note, such automaticmonthly deductions continue indefinitely beyond the initial investment until you notify the PlanAdministrator to stop your monthly deductions.

Beneficial (“Street Name”) Owners - If your shares areheld in the name of a bank, broker or other nominee(that is, in “street name”), you should direct your bank,broker or other nominee to have your shares of VerizonCommunications registered directly in your name.Youcan then enroll in the Plan as a registered shareowner.

Dividend Reinvestment Options - Quarterly cash divi-dends on some or all of your shares will be automaticallyreinvested in additional Verizon Communications shares.

• Full Reinvestment - If you wish to reinvest the divi-dends on all your shares, elect the Full DividendReinvestment option.

• Partial Reinvestment - If you wish to reinvest the divi-dends on less than all your shares, elect the PartialDividend Reinvestment option and specify thenumber of whole shares for which you would like toreceive a dividend check.The dividends on theremaining shares will be reinvested in additional sharesof Verizon Communications.

Investment FeesDividend Reinvestment 5% of Amount Invested

($1.00 Min./$2.00 Max.)Batch Order Sale Fee $12.50 per saleMarket Order Sale Fee $22.50 per sale

Per Share FeesOn Sales $0.07 per shareOn Purchases $0.03 per share

Other fees may apply - See below

Dividend Reinvestment - The fee for reinvesting eachquarterly dividend is 5% of the amount invested, witha minimum fee of $1.00 and a maximum fee of $2.00.(In other words, if your quarterly dividend is $20 orless, the Plan Administrator’s fee will be $1.00. If yourquarterly dividend is $25, the Plan Administrator’s feewill be $1.25. If your quarterly dividend is $40 ormore, the Plan Administrator’s fee is capped at $2.00).

Sale Fees –The fee for each market order sale is$22.50 per transaction, plus an additional per sharesale fee described below.The fee for each batchorder sale is $12.50 per transaction, plus an addi-tional per share sale fee described below.

Per Share Fees - Currently, a sale fee of $0.07 pershare will be deducted from the sales proceeds.A pur-chase fee of $0.03 per share will be deducted from thepurchase amount, except when new shares or treasuryshares are purchased from Verizon Communications.

Participant Fees

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Other Fees - The Plan Administrator may charge a feefor each of the following: returned payments, checkcopy, retrieval of certain archived data, prior year taxform, overnight delivery, certain market price infor-mation, and confirmation of account balance forparty other than holder.

Cash dividends elected for reinvestment, together withadditional investments, will be used to purchase VerizonCommunications shares.At the sole discretion ofVerizon Communications, the shares purchased forthe Plan will either be newly issued shares, treasuryshares, shares acquired in the open market by the PlanAdministrator or any combination of the foregoing.

• Purchases from Verizon Communications -The price ofnew and/or treasury shares purchased directly fromVerizon Communications will be the average of thehigh and low prices of Verizon Communicationsstock on the purchase date (based on the NewYorkStock Exchange Composite Transaction Listing) orthe prior trading day, if the New York Stock Exchangeis closed on the purchase date. Customarily, the pur-chase date for dividends will be the dividend pay-ment date; for additional investments, the purchasedate will be the first business day of each week.Although no brokerage commissions and/or fees willbe charged to Plan participants for shares purchaseddirectly from Verizon Communications, the invest-ment fees listed in the “Participant Fees” section ofthis prospectus will still apply.

• Purchases in the Open Market - The price of sharespurchased in the open market will be the weightedaverage price per share paid by the Plan Adminis-trator during the purchase period. For reinvesteddividends, purchases may begin four (4) business daysprior to the dividend payment date and end thirty(30) days after the dividend payment date.

How Shares are Purchased and Priced

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• Combined Purchases - If within a single investmentperiod, the Plan Administrator purchases shares bothdirectly from Verizon Communications and in theopen market, the price of shares will be the weightedaverage of the price of all shares purchased directlyfrom Verizon Communications and the price of allshares purchased in the open market during thatinvestment period.

• Reinvested Dividends - The Plan Administrator willfollow the procedures above to acquire shares fordividend reinvestment, based on the source of theshares, as Verizon Communications may decide fromtime to time.

• Initial and Additional Investments - Customarily, allfunds will be used to purchase shares on the firstbusiness day of each week, regardless of the source ofthe shares. If you are investing online, please refer toyour Confirmation Page for the estimated debit dateand investment date for your one-time deduction. Ifyou are investing by mail, the Plan Administratormust receive your check at least two (2) business days prior to an investment date in order to purchaseshares on such date.All funds, whether by check orautomatic deduction from your bank account, mustbe payable in U.S. funds, and drawn on a U.S. bank.Checks should be made payable to “Computershare-Verizon” and mailed, with a completed formattached to your account statement, to the addressindicated on your account statement. Cash, moneyorders, traveler’s checks and third party checks willnot be accepted.

• Automatic Monthly Investments - If you wish to electthis investment option, the Plan Administrator mustreceive your request via the Internet at www.comput-ershare.com/verizon or by mail on an enrollmentform, at least three (3) business days before the endof the month, in order to begin deductions the fol-lowing month. Funds will be transferred on the 25thof each month. If the 25th is not a banking businessday, your funds will be transferred on the prior

Investment Methods and Timing

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banking business day. Once deducted, the PlanAdministrator will invest these funds on the firstinvestment date of the following month.You canchange the dollar amount or stop the automaticmonthly investments by contacting the PlanAdministrator.The Plan Administrator must receiveyour request at least seven (7) business days before thefunds transfer date.

Due to the frequency of investments, the Plan Adminis-trator will not return any additional cash payments butwill use the funds to purchase Verizon Communica-tions shares.

The Plan Administrator may sell such shares in youraccount, as necessary, to collect any amount due in theevent that a payment is returned unpaid.The PlanAdministrator may also collect a fee for each paymentreturned unpaid and may sell additional shares in youraccount to cover this fee.

Total investments cannot exceed $200,000 per calendaryear. For purposes of applying this limit, all deposits(including initial investments, automatic monthlydeductions, and additional investments, but excludingdividend reinvestment and share deposits) are aggregated.

Please note that you will not be able to instruct thePlan Administrator to purchase shares at a specific timeor at a specific price.Therefore, you will not be able totime precisely your purchase through the Plan, and youwill bear the market risk associated with fluctuations inthe market price of Verizon Communications shares.That is, if you send in an initial or additional invest-ment or authorize automatic deductions, it is possiblethat the market price of Verizon Communicationsshares could increase or decrease before the PlanAdministrator purchases shares with your funds. Inaddition, you will not earn interest on investments forthe period before the shares are purchased.

The Plan Administrator will send you a statementshowing the status of your account each time you

Account Statements

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purchase shares, whether by dividend reinvestment,additional investments or automatic deductions, or sellshares. For market order sales, the time of the sale willbe provided.You may also view your account informa-tion online.

Shares of Verizon Communications purchased underthe Plan will be maintained in your Plan account forsafekeeping. Commonly known as “book-entry” own-ership, this method of shareowner registration saves youthe time, cost and inconvenience of having to care forstock certificates that can be easily damaged, lost orstolen. Once your shares are in safekeeping, you canconveniently transfer and sell them by contacting thePlan Administrator.

In addition, whether you participate in the Plan or not,if you own shares of Verizon Communications andyou hold them in certificate form, you may send themto the Plan Administrator for safekeeping. Shareownersusing this service who are not participating in the Planwill continue to receive their dividends in cash.

All shareowners that take advantage of this servicewill receive a detailed statement each time there isactivity in their account.To use the safekeeping service,send your certificates along with a letter of instruc-tion to the Plan Administrator.There is no cost to youfor this service.

We recommend that you use Registered Mail - returnreceipt requested - insured for up to 3% of the marketvalue when sending certificates to the Plan Adminis-trator. Do not endorse the certificates or complete theassignment section.

To obtain a stock certificate for a portion of yourshares, you may contact the Plan Administrator. Certifi-cates will be issued for full shares only. Please allow upto five (5) business days once the Plan Administratorreceives your request to issue the certificate.

Share Safekeeping

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You may establish an Individual Retirement Account(IRA) consisting of Verizon Communicationsshares through the Plan by investing $250 or more.This service has an annual fee.You may obtain more information regarding IRAs by calling 1-800-472-7428. If you would like to simply requestan IRA enrollment form, you may call the PlanAdministrator at 1-800-631-2355.

To gift or transfer some or all of your Verizon Com-munications shares to another person, you will needto call the Plan Administrator to request “TransferInstructions.” Transfer forms may also be downloadedfrom the Internet at www.computershare.com/veri-zon.The completed transfer form must be signed andyour signature must be guaranteed by a financial insti-tution participating in the Medallion Guarantee pro-gram. Once your completed transfer instructions arereceived, your request will be processed promptly bythe Plan Administrator.You are not charged any fees togift or transfer shares under the Plan.

You can sell some or all of the shares you have accu-mulated in the Plan by contacting the Plan Adminis-trator.You have two choices when making a sale,depending on how you submit your sale request, asfollows:• Market Order:A market order is a request to

sell shares promptly at the current market price.Market order sales are only available at www.computershare.com/verizon or by calling the Plan Administrator directly at 1-800-631-2355.Market order sale requests received at www.computershare.com/verizon or by telephonewill be placed promptly upon receipt during market hours (normally 9:30 a.m. to 4:00 p.m.Eastern Time).Any orders received after 4:00 p.m.Eastern Time will be placed promptly on the next

Sales

Gift or Transfer of Shares

IRA Accounts

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day the market is open.The sales price per sharewill be the market price of the sale obtained by thePlan Administrator.The cash proceeds that you willreceive will be equal to the number of shares soldmultiplied by the sales price, minus a $22.50 marketorder sale fee per transaction and an additional $.07fee per share sold.

• Batch Order:A batch order is an accumulation ofall sales requests for a security submitted together asa collective request. Batch orders are submitteddaily and will generally be processed no later thanfive business days after the date on which the orderis received. Batch order sales are available atwww.computershare.com/verizon, by calling thePlan Administrator directly at 1-800-631-2355 orin writing. If the dollar value of the sale is expectedto exceed $100,000, you must submit your salerequest to the Plan Administrator in writing bycompleting and mailing the form attached to youraccount statement.All Individual RetirementAccount sales must be in writing.All sale requestsreceived in writing will automatically be treated asbatch order sale requests.The Plan Administratorwill seek to sell shares in round lot transactions.Thesales price per share will be the weighted averageprice per share received by the Plan Administratorfor all sales made that day for Plan participants andnon-participants using the “safekeeping” service.The cash proceeds that you will receive will beequal to the number of shares sold multiplied bythe sales price, minus a $12.50 batch order sale fee per transaction and an additional $.07 fee pershare sold.

The Plan Administrator reserves the right to declineto process a sale if it determines, in its sole discretion,that supporting legal documentation is required. Inaddition, only the Plan Administrator will select thebroker(s) or dealer(s) through or from whom sales areto be made.Please note that if you choose to sell all of the sharesyou have accumulated in the Plan, you will no longerbe a participant. See “Withdrawal from the Plan.”

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You can withdraw from the Plan and stop reinvestingyour dividends at any time by accessing your accountonline at www.computershare.com/verizon.Alternatively, you may contact the Plan Administratorin writing or by telephone. In your request, you mustinstruct the Plan Administrator to terminate your par-ticipation by:

> Continuing to hold your full shares in “safekeep-ing” and selling any fraction of a share; or,

> Issuing a certificate for the full shares held in thePlan account and selling any fraction of a share; or

> Selling all shares, including any fraction of a share,held in your Plan account.

The Plan Administrator will process a proper andcomplete request for withdrawal as soon as practicable(typically within five (5) business days after receipt).Upon withdrawal from the plan, the Plan Adminis-trator will mail you a check for the amount of anyshares or fractional shares sold, less any applicable fees.In order to be effective for a particular dividend date,the Plan Administrator should receive your requestprior to the dividend record date. If the request is notreceived prior to the dividend record date, yourrequest will be processed but may not include anyadditional shares purchased with reinvested dividends.

Please note that if your Plan account contains less thanone share of Verizon Communications stock, the PlanAdministrator is authorized to terminate your Planaccount and mail you a check for the fractional shareamount, less any applicable fees.

In the event of an adverse market condition, such astrading curbs or market closure, the Plan Administratorwill not be able to guarantee the execution of any pur-chase or sale transactions according to the terms andconditions of the Plan.

Adverse Market Conditions

Withdrawal from the Plan

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• All the dividends paid to you - whether or not theyare reinvested under the Plan - are considered tax-able income to you in the year they are received.Thetotal amount will be reported to you and to theInternal Revenue Service (IRS) each year.

• You will not realize a gain or loss for U.S. Federalincome tax purposes upon the transfer of shares to thePlan or the withdrawal of whole shares from the Plan.

• All shares that are sold through the PlanAdministrator will also be reported to the IRS, asrequired by law.Any profit or loss you incur shouldbe reflected when you file your income tax returns.

This summary is not a comprehensive summary of allthe tax considerations that may be relevant to your par-ticipation in the Plan. In addition, special tax considera-tions may apply to certain participants, such as non-U.S.persons and those persons participating through anIRA. Be sure to keep your account statements forincome tax purposes. If you have questions about thetax basis or ramifications of any transaction, please con-sult your own tax advisor.

For any shareowner meeting, you will receive a proxythat will cover all the Verizon Communications sharesregistered in your name.The proxy allows you to indi-cate how you want to vote your shares.We will voteyour shares only as you indicate. If you return a signedand dated proxy card but do not indicate how theshares are to be voted, however, the shares representedby your proxy card will be voted as recommended bythe Verizon Communications’ Board of Directors.

If Verizon Communications declares a stock split orstock dividend, the new shares of common stock willbe added to your account or distributed in the form of a certificate, at the sole discretion of VerizonCommunications.

Stock Splits and Other Distributions

Voting of Proxies

Tax Consequences

16

In the event of a stock subscription or other offering ofrights to shareowners, your rights will be based onyour registered holdings. Materials will be distributedthat will allow you to exercise your total rights.

Verizon Communications reserves the right to add to,modify or terminate the Plan at any time.The PlanAdministrator will send you written notice of any sig-nificant changes. No modification or termination willaffect your previously executed transactions.The PlanAdministrator also reserves the right to change anyadministrative procedures of the Plan or add new andimproved features to the Plan without notifying Planparticipants.Visit www.computershare.com/verizon tosee new Plan features.

Neither Verizon Communications nor the PlanAdministrator, Computershare Trust Company, N.A.,will be liable for any act, or for any failure to act, aslong as they have made good faith efforts to carry outthe terms of the Plan, including, without limitation, anyclaims of liability (a) arising out of failure to cease rein-vestment of dividends for you upon your death prior toreceipt of written notice of death from the appropriatefiduciary, and (b) with respect to the prices or times atwhich shares are purchased or sold for your account, asdescribed in this prospectus and on the forms that aredesigned to accompany each investment or activity.Additionally, neither Verizon Communications nor thePlan Administrator will have any responsibility for themarket value of shares in your Plan account.

Delaware law governs the terms and conditions of thePlan, including those in this document, as well as thosethat are described in detail on the enrollment formsand account statements.

Governing Law

Responsibilities of Verizon Communicationsand the Plan Administrator

Changes to the Plan

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The proceeds, if any, from the sale by Verizon Communica-tions of newly issued and treasury shares offered will beused for general corporate purposes.We are unable toestimate the aggregate amount of these proceeds.

The consolidated financial statements of VerizonCommunications Inc. (Verizon) for the year endedDecember 31, 2008 included in the Current Report(Form 8-K) dated November 2, 2009, the effectivenessof Verizon’s internal control over financial reporting asof December 31, 2008, and the financial statementschedule of Verizon, included or incorporated by refer-ence in its Annual Report (Form 10-K) for the yearended December 31, 2008, have been audited by Ernst&Young LLP, independent registered public accountingfirm, as set forth in their reports thereon, included orincorporated by reference therein, and incorporatedherein by reference. Such consolidated financial state-ments and financial statement schedule are incorporatedherein by reference in reliance upon such reports givenon the authority of such firm as experts in accountingand auditing.

Randal S. Milch, Executive Vice President and GeneralCounsel of Verizon Communications, passed upon thelegality of the securities being offered pursuant to thePlan.As of October 15, 2009, Mr. Milch beneficiallyowned 260,504 shares of Verizon Communicationscommon stock, including 252,303 shares that may beacquired (i) pursuant to stock options that are or willbecome exercisable within 60 days and (ii) pursuant tothe conversion of certain stock units under deferredcompensation plans.

Legal Matters

Experts

Use of Proceeds

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As permitted by law, directors and officers of VerizonCommunications are entitled to indemnification undercertain circumstances against liabilities and expensesincurred in connection with legal proceedings inwhich they become involved as a result of serving assuch director or officer. Insofar as indemnification forliabilities arising under the Securities Act of 1933 maybe permitted to directors, officers or persons control-ling Verizon Communications pursuant to the forego-ing provisions,Verizon Communications has beeninformed that in the opinion of the Securities andExchange Commission such indemnification is againstpublic policy as expressed in the Act and is, therefore,unenforceable.

Verizon Communications files annual, quarterly andspecial reports, proxy statements and other informationwith the Securities and Exchange Commission (SEC).You may read and copy any reports, proxy statementsor other information we file at the SEC's public refer-ence room at 100 F. Street, N.E.,Washington, D.C.20549. Please call the SEC at 1-800-SEC-0330 for fur-ther information on the public reference rooms.Youmay also access our SEC filings at the SEC’s Internetsite (http://www.sec.gov).

This prospectus is part of a Registration Statement onForm S-3 that we filed with the SEC to register theshares offered under the Plan.As allowed by SEC rules,this prospectus does not contain all information youcan find in the Registration Statement or the exhibitsto the Registration Statement.The SEC allows us to“incorporate by reference” information into thisprospectus, which means that we can disclose impor-tant information to you by referring you to another

Where You Can Find More Information

Indemnification

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document filed separately with the SEC.The informa-tion incorporated by reference is considered to be partof this prospectus and later information filed with theSEC will update and supersede this information.Weincorporate by reference the documents listed belowand any future filings made with the SEC underSection 13(a), 13(c), 14 or 15(d) of the SecuritiesExchange Act of 1934 until our offering is completed.

• Annual Report on Form 10-K for the fiscal yearended December 31, 2008;

• Quarterly Report on Form 10-Q for the quartersended March 31, 2009, June 30, 2009 andSeptember 30, 2009;

• Current Reports on Form 8-K filed on January 2,2009, January 9, 2009, January 12, 2009, February6, 2009, February 17, 2009, February 25, 2009,March 4, 2009, May 13, 2009 (Item 1.01 only),September 4, 2009 and November 2, 2009; and

• The description of the registrant’s CommonStock contained in the registration statement filedon June 25, 2008 on Form S-3, File No. 333-151922, and any amendment filed for the purposeof updating this description.

To receive a copy of any documents that we incorpo-rate by reference at no cost contact us at:

Verizon Communications Inc.Shareowner ServicesOne Verizon WayBasking Ridge, NJ 07920Telephone (212) 395-1525Internet site: www.verizon.com/investor

You should rely only on the information contained orincorporated by reference in this prospectus.We haveauthorized no one to provide you with different infor-mation.You should not assume that the information inthis prospectus is accurate as of any date other than thedate hereof.

• Ticker symbol (NYSE):VZ

• Internet site: http://www.verizon.com/investor

• Plan Administrator:Computershare Trust Company, N.A.Telephone 1-800-631-2355www.computershare.com/verizon

002CS62498