Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Seidenberg Ivan G.

2. Issuer Name and Ticker or Trading Symbol
Verizon Communications Inc. (VZ)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

President and Chief Executive Officer             

(Last)      (First)     (Middle)

Verizon Communications Inc.
1095 Avenue of the Americas

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Year
12/31/2002

(Street)

New York, NY 10036-6797

5. If Amendment,
Date of Original
(Month/Year)
02/14/2003		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

 

65,585

D(1)

 

Common Stock

 

 

 

 

 

 

348,484

I

Deferred Compensation

Common Stock

 

 

 

 

 

 

32,226

I

Savings Plan

Common Stock

 

 

 

 

 

 

161,690

I

PSRUs
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Option Non-Qualified

$48.67

01/24/02

 

A

250,966

 

01/24/03

01/23/12

Common Stock

250,966

$48.67

 

D

 

Stock Option Non-Qualified

$48.67

01/24/02

 

A

250,967

 

01/24/04

01/23/12

Common Stock

250,967

$48.67

 

D

 

Stock Option Non-Qualified

$48.67

01/24/02

 

A

250,967

 

01/24/05

01/23/12

Common Stock

250,967

$48.67

752,900

D

 

Explanation of Responses:

(1) Includes shares held in the Verizon Communications Direct Invest Plan, which have been reported in previous Forms 4
  By: /s/ Robert W. Erb, Attorney-in-fact for
             Seidenberg, Ivan G.
**Signature of Reporting Person		 02/19/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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