<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

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


 (Mark one)
    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2002

                                       OR

    [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from      to


                          Commission File Number 1-7757


                              VERIZON DELAWARE INC.

    A Delaware Corporation     I.R.S. Employer Identification No. 23-0523775


                 901 Tatnall Street, Wilmington, Delaware 19801


                         Telephone Number (302) 576-5416


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


THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE
FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X  No
                                       ---    ---

<PAGE>

                             Verizon Delaware Inc.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                     Three Months Ended June 30,      Six Months Ended June 30,
                                                                   ----------------------------------------------------------------
(Dollars in Thousands) (Unaudited)                                            2002          2001            2002           2001
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>            <C>             <C>            <C>
OPERATING REVENUES
   (including $1,592, $1,136, $821 and $875 from affiliates)               $85,639       $80,526        $168,159       $161,426
                                                                   ----------------------------------------------------------------

OPERATING EXPENSES
Operations and support (including $18,731, $17,878, $34,817
    and $32,851 to affiliates)                                              40,265        40,183          77,063         79,568
Depreciation and amortization                                               18,281        18,255          36,424         36,071
                                                                   ----------------------------------------------------------------
                                                                            58,546        58,438         113,487        115,639
                                                                   ----------------------------------------------------------------

OPERATING INCOME                                                            27,093        22,088          54,672         45,787

OTHER INCOME AND (EXPENSE), NET
   (including $17, $5, $32 and $(3,461) from affiliates)                        87            68             140         (3,304)

INTEREST EXPENSE
   (including $603, $1,028, $1,743 and $2,366 to affiliates)                 1,812         2,281           4,390          4,959
                                                                   ----------------------------------------------------------------

INCOME BEFORE PROVISION FOR INCOME TAXES AND
    EXTRAORDINARY ITEM                                                      25,368        19,875          50,422         37,524

PROVISION FOR INCOME TAXES                                                  10,337         8,059          20,547         16,652
                                                                   ----------------------------------------------------------------

INCOME BEFORE EXTRAORDINARY ITEM                                            15,031        11,816          29,875         20,872

EXTRAORDINARY ITEM
Early extinguishment of debt, net of tax                                        --            --             (23)            --
                                                                   ----------------------------------------------------------------

NET INCOME                                                                 $15,031       $11,816        $ 29,852       $ 20,872
                                                                   ================================================================

</TABLE>

                  See Notes to Condensed Financial Statements.

                                       1

<PAGE>

                             Verizon Delaware Inc.

                            CONDENSED BALANCE SHEETS

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>

(Dollars in Thousands)                                                                 June 30, 2002        December 31, 2001
--------------------------------------------------------------------------------------------------------------------------------
                                                                                          (Unaudited)
<S>                                                                                       <C>                      <C>
CURRENT ASSETS
Short-term investments                                                                    $    3,283               $    9,400
Note receivable from affiliate                                                                12,459                       --
Accounts receivable:
   Trade and other, net of allowances for uncollectibles of $8,509 and $7,046                 45,387                   53,398
   Affiliates                                                                                  9,969                   10,072
Material and supplies                                                                          1,442                    1,070
Prepaid expenses                                                                               1,950                    3,510
Deferred income taxes                                                                          1,994                    1,769
Other                                                                                          9,212                    9,852
                                                                                     -------------------------------------------
                                                                                              85,696                   89,071
                                                                                     -------------------------------------------

PLANT, PROPERTY AND EQUIPMENT                                                              1,122,151                1,106,394
Less accumulated depreciation                                                                673,582                  645,590
                                                                                     -------------------------------------------
                                                                                             448,569                  460,804
                                                                                     -------------------------------------------

PREPAID PENSION ASSET                                                                         36,708                   26,558
                                                                                     -------------------------------------------

OTHER ASSETS                                                                                  29,380                   30,744
                                                                                     -------------------------------------------

TOTAL ASSETS                                                                              $  600,353               $  607,177
                                                                                     ===========================================

</TABLE>

                  See Notes to Condensed Financial Statements.

                                       2

<PAGE>

                             Verizon Delaware Inc.

                            CONDENSED BALANCE SHEETS

                     LIABILITIES AND SHAREOWNER'S INVESTMENT
                     ---------------------------------------

<TABLE>
<CAPTION>

(Dollars in Thousands, Except Per Share Amount)                                         June 30, 2002       December 31, 2001
--------------------------------------------------------------------------------------------------------------------------------
                                                                                           (Unaudited)
<S>                                                                                       <C>                      <C>
CURRENT LIABILITIES
Debt maturing within one year:
   Note payable to affiliate                                                                $     --                 $ 30,278
   Other                                                                                          33                       31
Accounts payable and accrued liabilities:
   Affiliates                                                                                 21,590                   25,944
   Other                                                                                      49,174                   55,927
Other liabilities                                                                             19,405                   18,758
                                                                                     -------------------------------------------
                                                                                              90,202                  130,938
                                                                                     -------------------------------------------
LONG-TERM DEBT
Note payable to affiliate                                                                    100,000                   75,000
Other                                                                                         76,508                   86,517
                                                                                     -------------------------------------------
                                                                                             176,508                  161,517
                                                                                     -------------------------------------------
EMPLOYEE BENEFIT OBLIGATIONS                                                                  39,533                   39,004
                                                                                     -------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes                                                                         57,692                   49,812
Unamortized investment tax credits                                                             1,473                    1,527
Other                                                                                         22,338                   22,135
                                                                                     -------------------------------------------
                                                                                              81,503                   73,474
                                                                                     -------------------------------------------
SHAREOWNER'S INVESTMENT
Common stock, $25 par value per share                                                         118,442                 118,442
   Authorized shares:  5,262,280
   Outstanding shares: 4,737,686
Capital surplus                                                                               17,433                   17,422
Reinvested earnings                                                                           76,732                   66,380
                                                                                     -------------------------------------------
                                                                                             212,607                  202,244
                                                                                     -------------------------------------------

TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT                                               $600,353                 $607,177
                                                                                     ===========================================

</TABLE>

                  See Notes to Condensed Financial Statements.

                                       3

<PAGE>

                              Verizon Delaware Inc.

                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                  Six Months Ended June 30,
                                                                                       -------------------------------------------
(Dollars in Thousands) (Unaudited)                                                              2002                     2001
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                      <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                   $ 68,378                 $ 61,473
                                                                                       -------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments                                                           6,117                    3,536
Capital expenditures                                                                         (25,980)                 (55,678)
Change in note receivable from affiliate                                                     (12,459)                      --
Other, net                                                                                      (155)                    (182)
                                                                                       -------------------------------------------
Net cash used in investing activities                                                        (32,477)                 (52,324)
                                                                                       -------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term note payable to affiliate                                             25,000                       --
Early extinguishment of debt                                                                 (10,000)                      --
Principal repayments of capital lease obligations                                                (15)                      (7)
Change in short-term note payable to affiliate                                               (30,278)                  13,711
Dividends paid                                                                               (19,500)                 (21,000)
Net change in outstanding checks drawn
  on controlled disbursement accounts                                                         (1,108)                  (1,853)
                                                                                       -------------------------------------------
Net cash used in financing activities                                                        (35,901)                  (9,149)
                                                                                       -------------------------------------------

NET CHANGE IN CASH                                                                                --                       --

CASH, BEGINNING OF PERIOD                                                                         --                       --
                                                                                       -------------------------------------------

CASH, END OF PERIOD                                                                         $     --                 $     --
                                                                                       ===========================================

</TABLE>

                  See Notes to Condensed Financial Statements.

                                       4

<PAGE>

                              Verizon Delaware Inc.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)

1.    Basis of Presentation

      Verizon Delaware Inc. is a wholly owned subsidiary of Verizon
Communications Inc. (Verizon Communications). The accompanying unaudited
condensed financial statements have been prepared based upon Securities and
Exchange Commission (SEC) rules that permit reduced disclosure for interim
periods. These financial statements reflect all adjustments that are necessary
for a fair presentation of results of operations and financial position for the
interim periods shown including normal recurring accruals. The results for the
interim periods are not necessarily indicative of results for the full year. The
balance sheet at December 31, 2001 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For a more complete discussion of significant accounting
policies and certain other information, you should refer to the financial
statements included in our 2001 Annual Report on Form 10-K.

      We have reclassified certain amounts from prior year's data to conform to
the 2002 presentation.

2.    Adoption of New Accounting Standards

      Goodwill and Other Intangible Assets

      Effective January 1, 2002, we adopted Statement of Financial Accounting
Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142
no longer permits the amortization of goodwill and indefinite-lived intangible
assets. Instead, these assets must be reviewed annually (or more frequently
under prescribed conditions) for impairment in accordance with this statement.
This impairment test uses a fair value approach rather than the undiscounted
cash flows approach previously required by SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
The goodwill impairment test under SFAS No. 142 requires a two-step approach,
which is performed at the reporting unit level, as defined in SFAS No. 142. Step
one identifies potential impairments by comparing the fair value of the
reporting unit to its carrying amount. Step two, which is only performed if
there is a potential impairment, compares the carrying amount of the reporting
unit's goodwill to its implied value, as defined in SFAS No. 142. If the
carrying amount of the reporting unit's goodwill exceeds the implied fair value
of that goodwill, an impairment loss is recognized for an amount equal to that
excess. Intangible assets that do not have indefinite lives are amortized over
their useful lives and reviewed for impairment in accordance with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." The adoption
of SFAS No. 142 did not impact our results of operations or financial position
because we had no goodwill or indefinite-lived intangible assets at December 31,
2001 and 2000.

      Our other intangible assets consist of non-network software as follows:

<TABLE>
<CAPTION>

                                                                      As of June 30, 2002             As of December 31, 2001
                                                     ---------------------------------------------------------------------------
                                                          Gross Carrying      Accumulated     Gross Carrying      Accumulated
(Dollars in Thousands)                                            Amount     Amortization             Amount     Amortization
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>              <C>                <C>
Non-network software (3 to 7 years)                              $15,928           $5,144            $15,773          $3,821

</TABLE>

      Intangible assets amortization expense was $662,000 for the three months
ended June 30, 2002 and $1,323,000 for the six months ended June 30, 2002. It is
estimated to be $1,325,000 for the remainder of 2002, $2,650,000 in 2003,
$2,484,000 in 2004, $1,798,000 in 2005 and $1,349,000 in 2006, related to our
non-network software.

      Impairment or Disposal of Long-Lived Assets

      Effective January 1, 2002, we adopted SFAS No. 144. This standard
supersedes SFAS No. 121 and the provisions of Accounting Principles Board (APB)
Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," with regard to reporting the effects of a
disposal of a segment of a business. SFAS No. 144 establishes a single
accounting model for assets to be disposed of by sale and addresses several SFAS
No. 121 implementation issues. The adoption of SFAS No. 144 did not have a
material effect on our results of operations or financial position.

                                       5

<PAGE>

                              Verizon Delaware Inc.

3.    Recent Accounting Pronouncements

      Asset Retirement Obligations

      In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 143, "Accounting for Asset Retirement Obligations." This standard provides
the accounting for the cost of legal obligations associated with the retirement
of long-lived assets. SFAS No. 143 requires that companies recognize the fair
value of a liability for asset retirement obligations in the period in which the
obligations are incurred and capitalize that amount as a part of the book value
of the long-lived asset. That cost is then depreciated over the remaining life
of the underlying long-lived asset. We are required to adopt SFAS No. 143
effective January 1, 2003. We are currently evaluating the impact this new
standard will have on our future results of operations or financial position.

      Debt Extinguishment

      In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145, among other things, eliminates the requirement that
all gains and losses on the extinguishment of debt must be classified as
extraordinary items on the income statement, thereby permitting the
classification of such gains and losses as extraordinary items only if the
criteria of APB Opinion No. 30, "Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions," are met. We are required to
adopt this provision of SFAS No. 145 no later than January 1, 2003 and upon
adoption we will reclassify in our statements of income previously reported
extraordinary charges for the early extinguishment of debt to income from
continuing operations.

      Exit or Disposal Activities

      In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This standard addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." EITF Issue No.
94-3 required accrual of liabilities related to exit and disposal activities at
a plan (commitment) date. SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. The provisions of this standard are effective for exit or disposal
activities that are initiated after December 31, 2002.

4.    Dividend

      On August 1, 2002, we declared and paid a dividend from Reinvested
Earnings in the amount of $9,500,000 to Verizon Communications.

5.    Debt

      During March 2002, we recorded an extraordinary charge associated with the
early extinguishment of $10,000,000 of 7% debentures due on December 1, 2008,
which reduced net income by $23,000 (net of an income tax benefit of $16,000).
In addition, we issued a $25,000,000 long-term note with an affiliated company,
Verizon Network Services Holdings Inc. This note will mature on March 30, 2007
and carries a floating interest rate, based upon the 3-month LIBOR plus 60 basis
points, which will reset quarterly.

6.    Shareowner's Investment

<TABLE>
<CAPTION>

                                                                   Common            Capital        Reinvested
(Dollars in Thousands)                                              Stock            Surplus          Earnings
-----------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>               <C>
Balance at December 31, 2001                                    $ 118,442          $  17,422         $  66,380
Net income                                                                                              29,852
Dividends declared to Verizon Communications                                                           (19,500)
Other                                                                                     11
                                                           ------------------------------------------------------
Balance at June 30, 2002                                        $ 118,442          $  17,433         $  76,732
                                                           ======================================================

</TABLE>

      Net income and comprehensive income were the same for the six months ended
June 30, 2002 and 2001.

                                       6

<PAGE>

                              Verizon Delaware Inc.

7.    Commitments and Contingencies

      Various legal actions and regulatory proceedings are pending to which we
are a party and claims which, if asserted, may lead to other legal actions. We
have established reserves for specific liabilities in connection with regulatory
and legal matters that we currently deem to be probable and estimable. We do not
expect that the ultimate resolution of pending regulatory and legal matters in
future periods will have a material effect on our financial condition, but it
could have a material effect on our results of operations.

      Several regulatory matters may require us to refund to customers a portion
of the revenues collected in the current and prior periods. The outcome of
each pending matter, as well as the time frame within which each matter will be
resolved, is not presently determinable.

      Regulatory conditions to the Bell Atlantic - GTE merger include
commitments to, among other things, promote competition and the widespread
deployment of advanced services, while helping to ensure that consumers continue
to receive high-quality, low cost telephone services. In some cases, there are
significant penalties associated with not meeting these commitments. The cost of
satisfying these commitments could have a significant impact on net income in
future periods.

8.    Investment in Verizon Ventures III Inc.

      In December 2000, we transferred certain advanced data assets to an
affiliated company, Verizon Ventures III Inc. (Ventures III) in exchange for
common stock of Ventures III. This transfer was done to satisfy a condition of
the Federal Communications Commission's (FCC) approval of the Bell Atlantic -
GTE merger, which required the provision of advanced data services through a
separate affiliate. Throughout 2000 and 2001, we continued to invest in Ventures
III through the transfer of additional assets. As a result of the transfers, we
acquired an ownership interest in Ventures III, which we accounted for under the
equity method of accounting.

      In September 2001, the FCC issued an order eliminating this merger
condition. Following the FCC order, we made necessary filings with our state
regulatory commission for approval of the transfer of these assets back to us.
During the fourth quarter of 2001, after required state regulatory approvals
were obtained, Ventures III transferred these assets to us. In consideration of
the transfer of these assets, we surrendered our common stock in Ventures III
and remitted cash compensation.

      No gain or loss was recognized as a result of the reintegration of the
advanced data assets to us. This reintegration did not have a material effect on
our results of operations or financial condition.

9.    Employee Severance and Other Items

      In connection with the Bell Atlantic-GTE merger on June 30, 2000, we
incurred charges associated with employee severance of $1,499,000. These costs,
as recorded under SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," represent the benefit costs for the separation of management
employees who were entitled to benefits under pre-existing separation plans. As
of June 30, 2002, the severances in connection with the Bell Atlantic-GTE merger
are complete.

       During the fourth quarter of 2001, we recorded a charge of $5,680,000 for
the voluntary and involuntary separation of employees in accordance with SFAS
No. 112. During the second quarter of 2002, we recorded a charge of $3,130,000
associated with employee severance and related pension enhancements. The charge
included severance benefits of $2,130,000 as recorded under SFAS No. 112 and
related pension enhancements of $1,000,000. As of June 30, 2002, a total of
approximately 50 employees have been separated under the 2001 and 2002 severance
programs, excluding a significant number of voluntary separations that were not
processed by June 30, 2002. The remaining severance liability relating to these
programs is $6,855,000, which includes future payments to employees separated as
of June 30, 2002. We expect to complete the severance programs within a year of
when the charge was recorded.

      Also, in the second quarter of 2002, we recorded a pension settlement gain
of $2,500,000 as a result of pension plan distributions which surpassed the sum
of service cost and interest cost during the year. Settlements of pension
obligations and special termination benefits are recorded in accordance with
SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Pension Plans and for Termination Benefits."

      In addition, during the second quarter of 2002, we recorded an impairment
charge of $800,000 driven by our financial statement exposure of WorldCom Inc.

                                       7

<PAGE>

                              Verizon Delaware Inc.

Item 2.  Management's Discussion and Analysis of Results of Operations
           (Abbreviated pursuant to General Instruction H(2).)

       This discussion should be read in conjunction with the Condensed
Financial Statements and Condensed Notes to Financial Statements.

RESULTS OF OPERATIONS
---------------------

      We reported net income of $29,852,000 for the six month period ended June
30, 2002, compared to net income of $20,872,000 for the same period in 2001. Our
reported results for the first half of 2002 included the following special
items:

Employee Severance and Other Items

      During the second quarter of 2002, we recorded a charge of $3,130,000
associated with employee severance and related pension enhancements. The charge
included severance benefits of $2,130,000 as recorded under Statement of
Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for
Postemployment Benefits," and related pension enhancements of $1,000,000.

      Also, in the second quarter of 2002, we recorded a pension settlement gain
of $2,500,000 as a result of pension plan distributions which surpassed the sum
of service cost and interest cost during the year. Settlements of pension
obligations and special termination benefits are recorded in accordance with
SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Pension Plans and for Termination Benefits."

      In addition, during the second quarter of 2002, we recorded an impairment
charge of $800,000 driven by our financial statement exposure of WorldCom Inc.

Verizon Ventures III

      During 2000 and 2001, pursuant to one of the Federal Communications
Commission's (FCC) requirements for the Bell Atlantic - GTE merger, we
transferred our advanced data assets to Verizon Ventures III Inc. (Ventures III)
in exchange for an ownership interest in Ventures III, which we accounted for
under the equity method of accounting. In September 2001, the FCC issued an
order eliminating this merger condition. In the fourth quarter of 2001, after
required state regulatory approvals were obtained, these assets were transferred
back to us and we surrendered our ownership in Ventures III. (See Note 8 to the
Condensed Financial Statements.)

      This reintegration principally affected our comparison of Network access
services revenues, Operations and support expenses, Other income and (expense),
net, and the Provision for income taxes, as described below.

OPERATING REVENUES
------------------
(Dollars in Thousands)

<TABLE>
<CAPTION>

                                                          Six Months Ended June 30,
                                               -----------------------------------------
                                                        2002                     2001
----------------------------------------------------------------------------------------
<S>                                                 <C>                      <C>
Local services                                      $ 98,235                 $ 96,373
Network access services                               55,233                   50,804
Long distance services                                 6,256                    5,790
Other services                                         8,435                    8,459
                                               -----------------------------------------
Total                                               $168,159                 $161,426
                                               =========================================

</TABLE>

      We recognize service revenues based upon usage of our local exchange
network and facilities and contract fees. We recognize product and other service
revenues when the products are delivered and accepted by the customers and when
services are provided in accordance with contract terms.

                                       8

<PAGE>

                              Verizon Delaware Inc.

LOCAL SERVICES

      2002 - 2001                                              Increase
--------------------------------------------------------------------------------
      Six Months                                        $1,862           1.9%
--------------------------------------------------------------------------------

      Local service revenues are earned from the provision of local exchange,
local private line, wire maintenance, voice messaging and value-added services.
Value-added services are a family of services that expand the utilization of the
network, including products such as Caller ID, Call Waiting and Return Call. The
provision of local exchange services not only includes retail revenues, but also
includes local wholesale revenues from unbundled network elements (UNEs),
interconnection revenues from competitive local exchange carriers (CLECs),
certain data transport revenues and wireless interconnection revenues.

      Local service revenues increased in the first six months of 2002 primarily
as a result of higher demand and usage of our private line and directory
assistance services. These increases were substantially offset by the effect of
lower demand and usage of some basic wireline services, as reflected by a
decline in our switched access lines in service of 1.9% from June 30, 2001. This
decrease primarily reflects the impact of the economic slowdown and competition.
Technology substitution has also affected local service revenue growth, as
indicated by lower demand for residential access lines.

NETWORK ACCESS SERVICES

      2002 - 2001                                              Increase
--------------------------------------------------------------------------------
      Six Months                                        $4,429           8.7%
--------------------------------------------------------------------------------

      Network access service revenues are earned from end-user subscribers and
from long distance and other competing carriers who use our local exchange
facilities to provide usage services to their customers. Switched access
revenues are derived from fixed and usage-based charges paid by carriers for
access to our local network. Special access revenues originate from carriers and
end-users that buy dedicated local exchange capacity to support their private
networks. End-user access revenues are earned from our customers and from
resellers who purchase dial-tone services.

      Network access service revenue growth in the first six months of 2002 was
mainly attributable to higher customer demand for special access services,
particularly for high-capacity, high-speed digital services, and to the
reintegration of Ventures III. These increases were partially offset by the
impact of the slowing economy, as reflected by a decline in minutes of use from
carriers and CLECs.

LONG DISTANCE SERVICES

      2002 - 2001                                              Increase
--------------------------------------------------------------------------------
      Six Months                                          $466           8.0%
--------------------------------------------------------------------------------

      Long distance revenues are earned primarily from calls made to points
outside a customer's local calling area, but within our service area (intraLATA
toll). IntraLATA toll calls originate and terminate within the same LATA, but
generally cover a greater distance than a local call. These services are
regulated by the Delaware Public Service Commission (DPSC), except where they
cross state lines. Other long distance services that we provide include 800
services and Wide Area Telephone Service (WATS).

      Long distance service revenues increased in the first six months of 2002
primarily due to the effect of an accrual in 2001 in connection with refunds to
customers. This increase was partially offset by competition and the effects of
toll calling discount packages and product bundling offers of our intraLATA toll
services. Technology substitution and the slowing economy also affected long
distance service revenue growth.

                                       9

<PAGE>

                              Verizon Delaware Inc.

OTHER SERVICES

      2002 - 2001                                             (Decrease)
--------------------------------------------------------------------------------
      Six Months                                         $(24)          (.3)%
--------------------------------------------------------------------------------

      Our other services include such services as billing and collections for
long distance carriers and affiliates, facilities rentals to affiliates and
nonaffiliates, public (pay) telephone, customer premises equipment (CPE) and
sales of materials and supplies to affiliates. Other service revenues also
include fees paid by customers for nonpublication of telephone numbers and
multiple white page listings and fees paid by an affiliate for usage of our
directory listings.

      Other service revenues decreased in the first six months of 2002 primarily
due to lower facilities rental revenues from affiliates. This decrease is
substantially offset by an increase in CPE sales.

OPERATING EXPENSES
------------------
(Dollars in Thousands)


OPERATIONS AND SUPPORT

      2002 - 2001                                            (Decrease)
--------------------------------------------------------------------------------
      Six Months                                      $(2,505)         (3.1)%
--------------------------------------------------------------------------------

      Operations and support expenses consist of employee costs and other
operating expenses. Employee costs consist of salaries, wages and other employee
compensation, employee benefits and payroll taxes. Other operating expenses
consist of contract services including centralized services expenses allocated
from affiliates, rent, network software costs, operating taxes other than
income, the provision for uncollectible accounts receivable, reciprocal
compensation, and other costs.

      The decrease in operations and support expenses was primarily attributable
to effective cost control measures, the effect of pension settlement gains
recorded in the second quarter of 2002 associated with lump-sum settlements of
pension obligations for some former employees and lower employee costs
associated with declining workforce levels. Lower interconnection and related
costs associated with reciprocal compensation arrangements, as well as lower
employee overtime pay also contributed to the decrease in operations and support
expenses. These decreases were partially offset by employee severance and
related pension enhancement costs recorded in the second quarter of 2002, as
well as salary and wage increases for employees. The reintegration of Ventures
III and an increase in the provision for uncollectible accounts receivable
further offset the decline in operations and support expenses for the six months
ended June 30, 2002.

DEPRECIATION AND AMORTIZATION

      2002 - 2001                                              Increase
--------------------------------------------------------------------------------
      Six Months                                          $353           1.0%
--------------------------------------------------------------------------------

      Depreciation expense is principally based on the composite group remaining
life method and straight-line composite rates. This method provides for the
recognition of the cost of the remaining net investment in telephone plant, less
anticipated net salvage value, over the remaining asset lives. This method
requires the periodic revision of depreciation rates.

      Depreciation and amortization expense increased in the first six months of
2002 primarily due to growth in depreciable telephone plant and, to a lesser
extent, increased software amortization costs. These increases were
substantially offset by the effect of lower rates of depreciation.

                                       10

<PAGE>

                              Verizon Delaware Inc.

OTHER RESULTS
-------------
(Dollars in Thousands)


OTHER INCOME AND (EXPENSE), NET

      2002 - 2001                                              Increase
--------------------------------------------------------------------------------
      Six Months                                        $3,444         104.2%
--------------------------------------------------------------------------------

      Other income and (expense), net includes equity income (losses), interest
income and other nonoperating income and expense items. As a result of the
reintegration of Ventures III in the fourth quarter of 2001, we no longer
recognize equity income (losses) from this investment.

      The increase in other income and (expense), net, was primarily
attributable to the effect of equity losses recognized in 2001 from our
investment in Ventures III.

INTEREST EXPENSE

      2002 - 2001                                            (Decrease)
--------------------------------------------------------------------------------
      Six Months                                        $(569)        (11.5)%
--------------------------------------------------------------------------------

      Interest expense includes costs associated with borrowing and capital
leases, net of capitalized interest costs. We capitalize interest associated
with the acquisition or construction of plant assets. Capitalized interest is
reported as a cost of plant and a reduction in interest expense.

      Interest expense decreased in the first six months of 2002, over the same
period in 2001, primarily as a result of lower interest rates on short-term debt
with an affiliate.

EFFECTIVE INCOME TAX RATES

      Six Months Ended June 30,
--------------------------------------------------------------------------------
      2002                                                     40.8%
--------------------------------------------------------------------------------
      2001                                                     44.4%
--------------------------------------------------------------------------------

      The effective income tax rate is the provision for income taxes as a
percentage of income before provision for income taxes and extraordinary item.
Our effective income tax rate was lower for the six months ended June 30, 2002,
compared to the same period in 2001, primarily due to the effect of equity
losses associated with our investment in Ventures III, which were recorded in
2001, for which we did not recognize income tax benefits.

EARLY EXTINGUISHMENT OF DEBT

      During March 2002, we recorded an extraordinary charge associated with the
early extinguishment of $10,000,000 of 7% debentures due on December 1, 2008,
which reduced net income by $23,000 (net of an income tax benefit of $16,000).

      See Note 5 to the Condensed Financial Statements.

                                       11

<PAGE>

                              Verizon Delaware Inc.

OTHER MATTERS
-------------

In-Region Long Distance

      Under the Telecommunications Act of 1996, our ability to offer in-region
long distance services (that is, services originating in the state where we
operate as a local exchange carrier) is largely dependent on satisfying
specified requirements. The requirements include a 14-point "competitive
checklist" of steps which we must take to help competitors offer local services
through resale, through purchase of UNEs, or by interconnecting their own
networks to ours. We must also demonstrate to the FCC that entry into the
in-region long distance market would be in the public interest.

      On June 27, 2002, we filed an application with the FCC to offer
long-distance service in Delaware. The FCC must rule on this application by
September 25, 2002. In-region long distance would be offered by a separate
non-regulated subsidiary of Verizon Communications Inc. as required by law.


Recent Accounting Pronouncements

      Asset Retirement Obligations

      In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 143, "Accounting for Asset Retirement Obligations." This standard provides
the accounting for the cost of legal obligations associated with the retirement
of long-lived assets. SFAS No. 143 requires that companies recognize the fair
value of a liability for asset retirement obligations in the period in which the
obligations are incurred and capitalize that amount as a part of the book value
of the long-lived asset. That cost is then depreciated over the remaining life
of the underlying long-lived asset. We are required to adopt SFAS No. 143
effective January 1, 2003. We are currently evaluating the impact this new
standard will have on our future results of operations or financial position.

      Debt Extinguishment

      In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145, among other things, eliminates the requirement that
all gains and losses on the extinguishment of debt must be classified as
extraordinary items on the income statement, thereby permitting the
classification of such gains and losses as extraordinary items only if the
criteria of APB Opinion No. 30, "Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions," are met. We are required to
adopt this provision of SFAS No. 145 no later than January 1, 2003 and upon
adoption we will reclassify in our statements of income previously reported
extraordinary charges for the early extinguishment of debt to income from
continuing operations.

      Exit or Disposal Activities

      In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This standard addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." EITF Issue No.
94-3 required accrual of liabilities related to exit and disposal activities at
a plan (commitment) date. SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. The provisions of this standard are effective for exit or disposal
activities that are initiated after December 31, 2002.


Compensation for Internet Traffic

      We continue to incur expenditures related to reciprocal compensation
arrangements with CLECs and other carriers to terminate calls on their network.

                                       12

<PAGE>

                              Verizon Delaware Inc.

      On April 27, 2001, the FCC released an order addressing intercarrier
compensation for dial-up connections for Internet-bound traffic. The FCC found
that Internet-bound traffic is interstate and subject to the FCC's jurisdiction.
Moreover, the FCC again found that Internet-bound traffic is not subject to
reciprocal compensation under Section 251(b)(5) of the 1996 Act. Instead, the
FCC established federal rates per minute for this traffic that decline from
$0.0015 to $0.0007 over a three-year period. The FCC order also sets caps on the
total minutes of this traffic that may be subject to any intercarrier
compensation and requires that incumbent local exchange carriers must offer to
pay reciprocal compensation for local traffic at the same rate as they are
required to pay on Internet-bound traffic. On May 3, 2002 the U.S. Court of
Appeals for the D.C. Circuit remanded the April 27, 2001 FCC order for further
proceedings. It did not vacate the interim pricing rules established in that
order and they remain in effect.

      Several parties, including Pac-West Telecomm and Focal Communications
Corp. have requested rehearing, asking the court to vacate the underlying order.
A decision on the rehearing petitions remains pending, and the FCC's underlying
order remains in effect.

                                       13

<PAGE>

                              Verizon Delaware Inc.

                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

           There were no proceedings reportable under this Item.

Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits:

                Exhibit
                Number
                ------

                  3b     Amended Bylaws of Verizon Delaware Inc.

                  12     Computation of Ratio of Earnings to Fixed Charges.

           (b)  There were no Current Reports on Form 8-K filed during the
quarter ended June 30, 2002.

                                       14

<PAGE>

                              Verizon Delaware Inc.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            Verizon Delaware Inc.




Date:  August 14, 2002                      By  /s/ Edwin F. Hall
                                               ---------------------------------
                                                    Edwin F. Hall
                                                    Controller

      UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF AUGUST 7, 2002.

                                       15

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

                Exhibit
                Number
                ------

                <S>      <C>
                  3b     Amended Bylaws of Verizon Delaware Inc.

                  12     Computation of Ratio of Earnings to Fixed Charges.
</TABLE>