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

                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 1999

                                       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 1-3040

                          U S WEST Communications, Inc.

        A Colorado Corporation              IRS Employer No. 84-0273800
                               

                 1801 California Street, Denver, Colorado 80202
                         Telephone Number (303) 672-2700
                                   ___________
 

THE  REGISTRANT,  A  WHOLLY-OWNED  SUBSIDIARY  OF  U S  WEST,  INC.,  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 __

================================================================================

                                       1
<PAGE>





                                                   U S WEST Communications, Inc.
                                    Form 10-Q

<TABLE>
<CAPTION>
<S>        <C>                                                                                          <C> 
                                TABLE OF CONTENTS

Item                                                                                                    Page
                         PART I - FINANCIAL INFORMATION

1.         Financial Statements

                  Consolidated Statements of Income -
                            Three months ended March 31, 1999 and 1998                                     3

                  Consolidated Balance Sheets -
                             March 31, 1999 and December 31, 1998                                          4

                  Consolidated Statements of Cash Flows -
                            Three months ended March 31, 1999 and 1998                                     5

                   Notes to Consolidated Financial Statements                                              6

2.         Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                                     10

3.         Quantitative and Qualitative Disclosures
                  About Market Risk                                                                       15


                           PART II - OTHER INFORMATION

1.         Legal Proceedings                                                                              22

6.         Exhibits and Reports on Form 8-K                                                               22

</TABLE>


                                       2
<PAGE>



                                                  U S WEST Communications, Inc.
                                               CONSOLIDATED STATEMENTS OF INCOME
                                                          (unaudited)

<TABLE>
<CAPTION>


                                                                                                     Quarter Ended March 31,
                                                                                                      1999             1998
                                                                                                      (dollars in millions)
            <S>                                                                                  <C>              <C>    

            Operating revenues:
                  Local services                                                                         $1,867           $1,730
                  Access services                                                                           681              665
                  Long-distance services                                                                    171              201
                  Other services                                                                             74               73
                                                                                                 ---------------  ---------------
                     Total operating revenues                                                             2,793            2,669
            Operating expenses:
                  Employee-related expenses                                                                 893              822
                  Other operating expenses                                                                  629              604
                  Depreciation and amortization                                                             585              518
                                                                                                 ---------------  ---------------
                     Total operating expenses                                                             2,107            1,944
                                                                                                 ---------------  ---------------
                                                                                                                   
            Operating income                                                                                686              725
            Other expense:
                  Interest expense                                                                         (89)             (91)
                  Other expense-net                                                                        (12)             (27)
                                                                                                 ---------------  ---------------
                                                                                                                   
                     Total other expense-net                                                              (101)            (118)
                                                                                                 ---------------  ---------------
                                                                                                                   
            Income before income taxes                                                                      585              607
            Provision for income taxes                                                                      216              233
                                                                                                 ---------------  ---------------
                                                                                                                   
                                                                                                                   
            Net income                                                                                     $369             $374
                                                                                                 ===============  ===============
                                                                                                                   
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.



                                       3
<PAGE>

  
                                                   U S WEST Communications, Inc.
                                                    CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                                       March 31,       December 31,
                                                                                                          1999             1998
                                                                                                      (unaudited)
           <S>                                                                               <C>                <C>
                                                                                                         (dollars in millions)
           ASSETS
           Current assets:
              Cash and cash equivalents                                                                   $50               $68
              Accounts receivable, less allowance for uncollectibles  of
                $48 and $55, respectively                                                               1,582             1,619
              Inventories and supplies                                                                    179               154
              Deferred tax assets                                                                         120               113
              Prepaid and other                                                                           110                61
                                                                                             -----------------  ----------------
                                                                                                                        
           Total current assets                                                                         2,041             2,015
           Property, plant and equipment-net                                                           14,859            14,681
           Other assets-net                                                                               921               882
                                                                                             -----------------  ----------------
                                                                                                                        
           Total assets                                                                               $17,821           $17,578
                                                                                             =================  ================
                                                                                                                        

           LIABILITIES AND STOCKHOLDER'S EQUITY
           Current liabilities:
              Short-term debt                                                                            $864              $789
              Accounts payable                                                                          1,397             1,411
              Accrued expenses                                                                          1,551             1,383
              Advanced billings and customer deposits                                                     333               326
                                                                                             -----------------  ----------------
                                                                                           
                                                                                                                        
           Total current liabilities                                                                    4,145             3,909
           Long-term debt                                                                               5,155             5,154
           Postretirement and other postemployment benefit obligations                                  2,428             2,458
           Deferred income taxes                                                                          941               898
           Unamortized investment tax credits                                                             159               159
           Deferred credits and other                                                                     533               537

           Commitments and Contingencies

           Stockholder's equity:
              Common stock-one share without par value, owned by parent                                 8,077             8,080
              Cumulative deficit                                                                      (3,617)           (3,617)
                                                                                             -----------------  ----------------
                                                                                                                        
           Total stockholder's equity                                                                   4,460             4,463
                                                                                             -----------------  ----------------
                                                                                                                        
           Total liabilities and stockholder's equity                                                 $17,821           $17,578
                                                                                             =================  ================

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.



                                       4
<PAGE>



                                               U S WEST Communications, Inc.
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        (unaudited)
<TABLE>
<CAPTION>

                                                                                               Quarter Ended March 31,
                                                                                                1999            1998

                                                                                                (dollars in millions)
<S>                                                                                         <C>             <C>

OPERATING ACTIVITIES
Net income                                                                                           $369            $374
   Adjustments to net income:
      Depreciation and amortization                                                                   585             518
      Deferred income taxes and amortization of investment tax credits                                 31              62
   Changes in operating assets and liabilities:
      Accounts receivable                                                                              37              76
      Inventories, supplies and other current assets                                                 (86)            (26)
      Accounts payable, accrued expenses and advanced billings                                         145              97
      Other                                                                                          (68)            (12)
                                                                                            --------------  --------------
      Cash provided by operating activities                                                         1,013           1,089
                                                                                            --------------  --------------
                                                                                                             
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                                                   (730)           (550)
   Proceeds from (payments on) disposals of property, plant and equipment                             (8)              19
   Other                                                                                                -            (18)
                                                                                            --------------  --------------
   Cash used for investing activities                                                               (738)           (549)
                                                                                            --------------  --------------
                                                                                                             
FINANCING ACTIVITIES
   Net proceeds from (repayments of) short-term debt                                                  216            (62)
   Repayments of long-term debt                                                                     (181)            (23)
   Dividends paid on common stock                                                                   (328)           (192)
                                                                                            --------------  --------------
                                                                                                             
   Cash used for financing activities                                                               (293)           (277)
                                                                                            --------------  --------------
                                                                                                             
CASH AND CASH EQUIVALENTS
   Increase (decrease)                                                                               (18)             263
   Beginning balance                                                                                   68              26
                                                                                            --------------  --------------
                                                                                             
   Ending balance                                                                                     $50            $289
                                                                                            ==============  ==============

</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.




                                       5
<PAGE>



                         U S WEST Communications, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    For the three months ended March 31, 1999
                                   (unaudited)
                              (dollars in millions)


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis  of  Presentation.  The  consolidated  financial  statements  include
accounts of U S WEST Communications,  Inc. (the "Company"), and its wholly owned
subsidiaries. We are a wholly owned subsidiary of U S WEST, Inc. ("U S WEST").

     The consolidated interim financial statements are unaudited.  The financial
statements have been prepared in accordance with the  instructions for Form 10-Q
and,  therefore,  do not  necessarily  include  all  information  and  footnotes
required by  generally  accepted  accounting  principles.  In our  opinion,  all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly our consolidated  financial  position,  results of operations and
cash flows as of March 31,  1999 and for all periods  presented  have been made.
The statements are subject to year-end  audit  adjustment.  A description of our
accounting policies and other financial  information are included in the audited
consolidated  financial  statements  filed  with  the  Securities  and  Exchange
Commission  in our Form  10-K/A  for the  year  ended  December  31,  1998.  The
consolidated results of operations for the quarter ended March 31,  1999 are not
necessarily indicative of the results expected for the full year.

     Certain reclassifications of prior period revenue amounts have been made to
conform to the current year presentation.
      
     On January 1, 1999, we adopted the  accounting  provisions  required by the
American  Institute  of  Certified  Public  Accountants'  Statement  of Position
("SOP")  98-1,  "Accounting  for the Costs of  Computer  Software  Developed  or
Obtained for Internal Use." SOP 98-1,  among other things, requires that certain
costs of internal use software,  whether purchased or developed  internally,  be
capitalized  and  amortized  over the  estimated  useful  life of the  software.
Adoption of the SOP resulted in an increase in net income for the quarter  ended
March 31, 1999 of $40.



                                       6
<PAGE>



NOTE 2:  SEGMENT INFORMATION

     We operate in three  segments:  retail  services,  wholesale  services  and
network services. The retail services segment provides local telephone services,
including  wireless,  data and long-distance  services.  The wholesale  services
segment  provides  access  services that connect  customers to the facilities of
interexchange carriers and interconnection to our  telecommunications network to
competitive  local exchange  carriers.  Our network  services  segment  provides
access   to   our   telecommunications network,    including   our   information
technologies,  primarily to our retail services and wholesale services segments.
We  provide  our  services  to more than 25  million  residential  and  business
customers in Arizona,  Colorado, Idaho, Iowa, Minnesota,  Montana, Nebraska, New
Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming.
      
     Following is a breakout of our segments,  which has been extracted from the
financial  statements of U S WEST.  Separate segment data is not provided to our
chief operating decision-maker for the Company. Certain revenues and expenses of
U S WEST are included in the segment  data,  which have been  eliminated  in the
reconciling  items  column.   Additionally,   because  significant  expenses  of
operating the retail services and wholesale  services segments are not allocated
to the segments for  decision-making  purposes,  management does not believe the
segment  margins  are  representative  of the  actual  operating  results of the
segments.  The margin for the retail  services and wholesale  services  segments
excludes  network and corporate  expenses.  The margin for the network  services
segment excludes corporate expense.  The "other" category includes our corporate
expenses.  Asset  information by segment is not provided to our chief  operating
decision-maker.  The  communications  and related  services column  represents a
total of the retail services, wholesale services and network services segments.

                                                         Total
                                                    Communications
                                                          and
<TABLE>
<CAPTION>

                     Retail    Wholesale    Network    Related                 Reconciling   Consolidated

                    Services    Services    Services    Services     Other        Items          Total
<S>                    <C>           <C>        <C>        <C>           <C>         <C>            <C>

      1999
Operating
revenues               $2,169        $691         $50      $2,910         $-         $(117)         $2,793
Margin                  1,505         530        (685)      1,350          (35)       (730)            585(1)
Capital
expenditures              111(2)       31         638         780          -           (50)            730
      1998
Operating
revenues                2,067         635          45       2,747          -           (78)          2,669
Margin                  1,564         510        (676)      1,398         (108)       (683)            607(1)
Capital
expenditures           118(2)           -         391         509            7          34             550
</TABLE>



                                       7
<PAGE>

(1)  Represents  income before income  taxes.  Adjustments  that are made to the
total of the  segments'  margin to arrive at income  before income taxes include
the following:

<TABLE>
<CAPTION>

                                                                                   Quarter Ended March 31,
                                                                          ------------------------------------------
                                                                                 1999                   1998
                                                                          -------------------    -------------------
     <S>                                                                  <C>                    <C>    

     Costs and adjustments excluded from segment data but included in
          the consolidated total:
     Taxes other than income taxes                                               $87                    $93
     Depreciation and amortization                                               585                    518
     Interest expense                                                             89                     91
     Other expense-net                                                            12                     27
     Other charges applicable to U S WEST, Inc.                                  (43)                   (46)
                                                                          -------------------    -------------------
                                                                                $730                   $683
                                                                          ===================    ===================
</TABLE>

(2) Capital  expenditures  reported for the retail services segment include only
expenditures for wireless services.  Additional capital expenditures relating to
those services are included in network services capital expenditures.
         
In addition to the operating  revenues disclosed above,  intersegment  operating
revenues of the retail  services  segment were $6 and $6 for the quarters  ended
March 31,  1999 and 1998,  respectively.  Intersegment operating revenues of the
network services segment were $17 and $18 for the quarters ended March 31,  1999
and 1998, respectively.


NOTE 3:  COMMITMENTS AND CONTINGENCIES

Commitments

     We have  entered into an agreement  with Olympic  Properties  of the United
States to sponsor the 2002 Salt Lake City Winter  Olympics and the U.S.  Olympic
Teams through 2004. As of March 31,  1999, we have a remaining commitment of $49
to be paid in a combination of cash and services through 2004.

Contingencies

         We have the following pending regulatory actions:

     Oregon.  On May 1,  1996, the Oregon Public Utilities  Commission  ("OPUC")
approved  a  stipulation   terminating   prematurely  our  alternative  form  of
regulation  ("AFOR")  plan and it then  undertook a review of our  earnings.  In
May 1997,  the OPUC ordered us to reduce our annual  revenues by $97,  effective
May 1,  1997,  and  to  issue  a  one-time  refund,   including   interest,   of
approximately  $102 to reflect the revenue  reduction for the period May 1, 1996
through April 30, 1997. This one-time refund for interim rates became subject to
refund when our AFOR plan was terminated on May 1, 1996.


     We filed an appeal of the  order  and  asked for an  immediate  stay of the
refund  with the Oregon  Circuit  Court  which  granted  our request for a stay,
pending a full review of the OPUC's  order.  On  February 19,  1998,  the Oregon
Circuit  Court  entered a judgment in our favor on most of the appealed  issues.
The OPUC  appealed to the Oregon  Court of Appeals on  March 19,  1998,  and the
appeal remains pending. We continue to charge interim rates,  subject to refund,
during the pendency of that appeal. The potential exposure,  including interest,
at March 31, 1999, is not expected to exceed $350.

     Utah. The Utah Supreme Court has remanded a Utah Public Service  Commission
("UPSC") order to the UPSC for hearing,  thereby  establishing two exceptions to
the rule against retroactive ratemaking: i) unforeseen and extraordinary events,
and  ii) misconduct.  The UPSC's  initial  order  denied a refund  request  from
interexchange  carriers and other parties related to the Tax Reform Act of 1986.
On April 19, 1999, the UPSC approved a settlement  whereby we will refund $43 to
our Utah basic  exchange  service  customers.  In addition,  the UPSC approved a
settlement with certain  exchange  carriers  settling those carriers' claims for
$3.

                                       8
<PAGE>

     State Regulatory  Accruals.  We have accrued $253 at March 31, 1999,  which
represents our estimated liabilities for all state regulatory proceedings. It is
possible  that the  ultimate  liabilities  could  exceed the amounts  accrued by
approximately  $175.  We  will  continue  to  monitor  and  evaluate  the  risks
associated with our regulatory  jurisdictions  and will adjust  estimates as new
information becomes available.

     Other Contingencies.  In December 1998, we were informed of the possibility
of a claim by a purported class  challenging the transfer of  approximately  $54
from the U S WEST pension trust to the U S WEST health care trust to pay retiree
medical  expenses  pursuant to Section 420 of the Internal Revenue Code of 1986,
as amended.  We believe that this transfer  complied with the applicable law and
the associated  plan documents.  We plan to vigorously  defend any such claim if
and when it is asserted.

     We are  subject to other  legal  proceedings  and claims  that arise in the
ordinary course of business.  Although there can be no assurance of the ultimate
disposition  of  these  matters,  it is  management's  opinion,  based  upon the
information  available at this time, that the expected outcome,  individually or
in the  aggregate,  will not have a material  adverse  effect on our  results of
operations and financial position.




                                       9
<PAGE>



ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of  Operations  (dollars in  millions)  Special Note  Regarding  Forward-Looking
Statements

     Some  of  the   information   presented  in  this  Form  10-Q   constitutes
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Although  U S WEST  Communications,  Inc.  (the
"Company",  which may also be referred to as "we," "us" or "our") believes that
its  expectations are based on reasonable  assumptions  within the bounds of its
knowledge of its  businesses  and  operations,  there can be no  assurance  that
actual results will not differ  materially from our  expectations.  Factors that
could cause actual results to differ from expectations include:

o    greater  than  anticipated  competition  from new  entrants  into the local
     exchange,  intraLATA (local access transport area) toll,  wireless and data
     markets, causing loss of customers and increased price competition;

o    changes in demand for our products and services,  including optional custom
     calling features;

o    higher than anticipated employee levels, capital expenditures and operating
     expenses  (such as costs  associated  with  interconnection  and Year  2000
     remediation);

o    the loss of significant customers;

o    pending  and future  state and federal  regulatory  changes  affecting  the
     telecommunications industry, including changes that could have an impact on
     the competitive environment in the local exchange market;

o    a change  in  economic  conditions  in the  various  markets  served by our
     operations;

o    higher  than  anticipated  start-up  costs  associated  with  new  business
     opportunities;

o    delays in our ability to begin offering interLATA long-distance services;

o    consumer acceptance of broadband services,  including telephony,  data, and
     wireless services; and

o    delays in the  development of anticipated  technologies,  or the failure of
     such technologies to perform according to expectations.

     These cautionary  statements  should not be construed as an exhaustive list
or as any admission by us regarding the adequacy of the  disclosures.  We cannot
always  predict or  determine  after the fact what  factors  would cause  actual
results  to  differ  materially  from  those  indicated  by our  forward-looking
statements or other statements.  In addition,  consider  statements that include
the terms "believes," "belief," "expects," "plans," "objectives," "anticipates,"
"intends,"  or the like to be  uncertain  and  forward-looking.  All  cautionary
statements should be read as being applicable to all forward-looking  statements
wherever they appear.

     We do not  undertake  any  obligation  to  publicly  update or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed herein might not occur.

Results of Operations

Quarter Ended March 31, 1999 Compared with Quarter Ended March 31, 1998

     Net income for the quarter ended March 31, 1999,  was $369 compared to $374
for the quarter  ended March 31,  1998.  While the  Company  experienced  a 4.6%
increase in  revenues,  the increase  was  substantially  offset by increases in
expenses  to support  our growth  initiatives,  enhanced  customer  service  and
greater network and interconnection costs.

The  following  sections  provide a more  detailed  discussion of the changes in
revenues and expenses.

                                       10
<PAGE>


Operating Revenues
<TABLE>
<CAPTION>

                                                                       Quarter Ended
                                                                         March 31,
                                                                      1999       1998          Increase
<S>                                                                   <C>        <C>          <C>       <C> 


Local services revenues                                               $1,867     $1,730       $137      7.9%

</TABLE>


     Local  services  revenues.  Local services  revenues  include basic monthly
service  fees,  fees for calling  services,  such as voice  messaging and caller
identification, wireless revenues, subscriber access line charges, MegaBit
(Trademark) data services,  public phone revenues, and installation and
connection charges. State public service commissions regulate most local service
rates.

     Local  services  revenues  increased  in 1999 due  largely  to access  line
growth,  increased sales of calling  services and increased  wireless  revenues.
Second line additions by residential and small business customers contributed to
access  line  growth  due to  continuing  demand  for  Internet  access and data
transport capabilities. As of the end of the first quarter of 1999, we had added
569,000  additional  access lines, an increase of 3.5% over the first quarter of
1998. Of this increase,  second line installations  accounted for 251,000 lines,
an increase of 17.8% compared with the first quarter of 1998.  Offsetting  these
increases were net regulatory rate adjustments and related accruals of $6.
 
     While the number of access lines,  sales of calling services and associated
revenues  increased in 1999, the growth rate has declined from 1998. The decline
in the growth rate was primarily  attributable to increased  competition as well
as our customer  retention strategy of offering bundles of services to customers
at lower prices in return for entering into longer-term contracts. Additionally,
some business customers have opted to migrate from multiple single lines to high
capacity lines,  which decreases  local services  revenues but increases  access
services  revenues.  We believe we will continue to experience  declining growth
rates  as  the  level  of  customer  demand  slows  and  competition  increases.
Additionally,  we are planning the sale of  approximately  500,000  access lines
that accounted for 3.8% of fiscal 1998 local services  revenues.  While the sale
is  expected to provide us with a one-time  gain in 1999 or 2000,  the sale will
negatively impact future revenue growth.


                                       11
<PAGE>


<TABLE>
<CAPTION>

                                                                       Quarter Ended
                                                                         March 31,
                                                                      1999       1998         Increase
<S>                                                                   <C>        <C>         <C>      <C>  

Access services revenues                                              $681       $665        $16      2.4%
</TABLE>



     Access services  revenues.  Access services  revenues are derived primarily
from charging interexchange  carriers, such as AT&T and MCI WorldCom, for use of
our local network to connect customers to their  long-distance  networks.  These
revenues are generated from both interstate and intrastate services.

     Access  services  revenues   increased  due  to  greater  demand  for  both
interstate  and  intrastate  access  services.  The  volume  of  interstate  and
intrastate access minutes billed increased 6.6% and 5.2%,  respectively,  in the
first quarter of 1999 compared to the first quarter of 1998.  Rate  decreases of
$14 and $17 for interstate and intrastate access services, respectively,  offset
increases  in  demand.  The net  impact  of  increased  demand,  offset  by rate
reductions,  was to increase  interstate access services revenues by $41 or 5.9%
over the  comparable  quarter  in 1998,  while the  intrastate  access  services
revenues  decreased by $9 or 4.4% over the comparable  quarter in 1998. While we
anticipate  increased  demand for access  services will continue,  the effect of
rate  reductions  is  anticipated  to continue to cause a decline in  intrastate
access services revenues. Revenues from local number portability, which we began
billing in February 1999, accounted for an additional $5 increase. Additionally,
1998 revenues were favorably impacted by a $20 regulatory rate adjustment.
<TABLE>
<CAPTION>

                                                                           Quarter Ended
                                                                             March 31,
                                                                           1999     1998          Decrease
<S>                                                                        <C>       <C>       <C>        <C>


Long-distance services revenues                                            $171      $201      $(30)      (14.9)%

</TABLE>


     Long-distance  services  revenues.   Long-distance  services  revenues  are
derived from customer calls to locations outside of their local calling area but
within the same LATA.  The  decrease  in  long-distance  services  revenues  was
primarily  attributable  to  greater  competition,  resulting  in a $20  revenue
decline and rate reductions  accounted for the remainder of the revenue loss. As
of March 31, 1999,  in ten of the 14 states in which we operate,  customers  are
able to choose an  alternative  provider for intraLATA  calls without  dialing a
special access code when placing the call.

     We believe we will continue to experience further declines in long-distance
services  revenues  as  regulatory  actions  provide  for  increased  levels  of
competition.  We are responding to competition  through  competitive  pricing of
intraLATA  long-distance  services and increased  promotional  efforts to retain
customers. See "Special Note Regarding Forward-Looking Statements" on page 10.

<TABLE>
<CAPTION>

                                                                        Quarter Ended
                                                                          March 31,
                                                                        1999      1998         Increase
<S>                                                                     <C>      <C>         <C>     <C>


Other services revenues                                                 $74      $73         $1      1.4%

</TABLE>


                                       12
<PAGE>

     Other services  revenues.  Other  services  revenues  include  billings and
collections for interexchange carriers and customer equipment sales.

Operating Expenses
<TABLE>
<CAPTION>

                                                                             Quarter Ended
                                                                               March 31,
                                                                            1999       1998        Increase
<S>                                                                         <C>        <C>        <C>     <C> 


Employee-related expenses                                                   $893       $822       $71     8.6%
</TABLE>



     Employee-related  expenses.  Employee-related expenses include salaries and
wages, benefits, payroll taxes and contract labor.

     Employee-related expenses increased because of growth in several sectors of
the business, primarily wireless communications, resulting in increased employee
levels. Additionally,  increased commitments towards improving customer service,
including  meeting requests for  installation  and repair services,  resulted in
higher labor costs.  Across-the-board  wage  increases  also  contributed to the
increase in employee-related expenses.  Partially offsetting these increases was
a $19  pension  credit in 1999  compared  to a $10  pension  credit in 1998.  In
addition,  $13 of employee-related  expenses associated with developing internal
use software were  capitalized in 1999 due to the adoption of AICPA Statement of
Position ("SOP") 98-1,  "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use", effective January 1, 1999.


                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                                             Quarter Ended
                                                                               March 31,
                                                                            1999       1998        Increase
<S>                                                                         <C>        <C>       <C>     <C>   

Other operating expenses                                                    $629       $604      $25     4.1%

</TABLE>



     Other operating  expenses.  Other operating expenses include access charges
paid to  independent  local exchange  carriers for the routing of  long-distance
traffic through their facilities and other selling,  general and  administrative
costs.

     The increase in other operating expenses was primarily  attributable to the
following:

o    increased  costs of  product  sales  associated  with  growth  initiatives,
     including   wireless  handset  costs  and  costs  applicable  to  our  data
     communication services,

o    higher  marketing and  advertising  costs for wireless  data  communication
     services and calling services, such as caller identification,

o    higher interconnection,  local number portability and Year 2000 remediation
     costs, and

o    higher access charge expenses resulting from rulings that require us to pay
     reciprocal  compensation  to other local  exchange  carriers for calls that
     originate on our network and  terminate on other local  exchange  carriers'
     networks.

     Partially  offsetting  the  increase in other  operating  expenses  was the
effect of capitalizing $51 of expenses  associated with developing  internal use
software in accordance with SOP 98-1.  Additionally,  we incurred lower property
taxes due to favorable settlement of outstanding assessments.

<TABLE>
<CAPTION>

                                                                              Quarter Ended
                                                                                March 31,
                                                                             1999       1998        Increase
<S>                                                                          <C>        <C>      <C>     <C>   


Depreciation and amortization expense                                        $585       $518     $67     12.9%

</TABLE>


     Depreciation  and  amortization  expense.   Depreciation  and  amortization
expense increased primarily due to higher overall property,  plant and equipment
balances resulting from continued investment in our network.  Additionally,  the
asset lives of certain  assets were reduced,  reflecting  changes in technology,
causing greater depreciation expense.


                                       14
<PAGE>


<TABLE>
<CAPTION>


                                                                              Quarter Ended
                                                                                 March 31,
                                                                               1999     1998         Decrease
<S>                                                                            <C>      <C>     <C>       <C> 


Other expense-net                                                              $101     $118    $(17)     (14.4)%

</TABLE>


     Other  expense-net.  Interest  expense  remained  consistent at $89 in 1999
compared to $91 in 1998. Also included in other expense-net, were other expenses
of $12 in 1999  compared to $27 in 1998.  The  reduction  in 1999 was  primarily
attributable  to higher  contributions  to an affiliated  foundation in 1998 and
higher interest on state tax audits in 1998.
<TABLE>
<CAPTION>

                                                                        Quarter Ended
                                                                          March-31,               Increase
                                                                      1999        1998           (Decrease)
<S>                                                                  <C>         <C>           <C>       <C>

Segment margin results:
Retail segment                                                       $1,505      $1,564        $(59)     (3.8)%
Wholesale segment                                                       530         510          20       3.9%
Network segment                                                        (685)       (676)         (9)     (1.3)%

</TABLE>


     Segment results.  For segment reporting  purposes,  segment margins exclude
certain costs and expenses,  including depreciation and amortization,  corporate
expenses and taxes other than income.  See Note 2 to the consolidated  financial
statements.

     Margin from the retail services segment decreased due to operating expenses
increasing  at a greater  rate than  revenue  growth.  Revenue  from the  retail
services  segment  increased  4.9%  for  the  first  quarter  of 1999  over  the
comparable 1998 period,  primarily due to growth in local services revenue.  The
revenue increase was more than offset by the higher operating expenses driven by
growth  initiatives  and  increased  customer  service  costs.  Margin  from the
wholesale  services  segment  increased as a result of greater demand for access
services,  partially  offset by price reductions as mandated by both federal and
state  regulatory  authorities and higher  operating  costs,  including  greater
interconnection  costs and additional  access charge  expenses.  Margin from the
network services segment decreased as a result of expenditures to support growth
in both the retail and wholesale services segments.



                                       15
<PAGE>


<TABLE>
<CAPTION>

                                                                             Quarter Ended
                                                                                March-31,
                                                                              1999     1998        Decrease
<S>                                                                           <C>      <C>      <C>       <C>


Provision for income taxes                                                    $216     $233     $(17)     (7.3)%

</TABLE>
 

     Provision for income taxes.  The decrease in the provision for income taxes
corresponds with the decrease in income before income taxes.

Risk Management

     Over time,  we are exposed to market risks arising from changes in interest
rates.  The objective of our interest rate risk management  program is to manage
the level and  volatility  of our  interest  expense.  We may employ  derivative
financial  instruments to manage our interest rate risk  exposure.  We have also
employed  financial  derivatives  to hedge  interest  rate and foreign  currency
exposures  associated with particular debt issues to synthetically  obtain below
market  interest  rates.  We do not use  derivative  financial  instruments  for
trading purposes.

     As of March 31, 1999 and December 31,  1998,  approximately  $217 and $123,
respectively,  of  floating-rate  debt was exposed to changes in interest rates.
This exposure is primarily  linked to commercial paper rates. A hypothetical 10%
change in  commercial  paper rates  would not have had a material  effect on our
earnings.  As of March 31, 1999 and December 31, 1998, we also had $74 and $228,
respectively, of long-term fixed rate debt obligations maturing in the following
12 months.  Any new debt  obtained  to  refinance  this debt would be exposed to
changes in interest  rates. A  hypothetical  10% change in the interest rates on
this debt would not have had a material effect on our earnings.

     As of December 31, 1998, we had interest  rate swaps with notional  amounts
of $155. The swaps  synthetically  transformed certain of the Company's floating
rate issues into fixed rate  obligations.  The swaps and associated  debt issues
were indexed to two-and 10-year constant maturity U.S. Treasury rates. Any gains
(losses)  on the swaps  were  offset by losses  (gains) on the  associated  debt
instruments.  As of March 31, 1999, all outstanding  interest rate swaps and the
associated debt instruments have matured.

     As of March 31,  1999 and  December  31,  1998,  we had also  entered  into
cross-currency  swaps with notional  amounts of $204. The  cross-currency  swaps
synthetically  transform  $169 and $182 of Swiss Franc  borrowings  at March 31,
1999 and December 31, 1998,  respectively,  into U.S.  dollar  obligations.  Any
gains (losses) on the cross-currency  swaps would be offset by losses (gains) on
the Swiss Franc debt obligations.



                                       16
<PAGE>

Recent Regulatory Developments

     Interconnection.  The Federal  Communications  Commission ("FCC") issued an
order (the  "Order")  in 1996  relating  to the  Telecommunications  Act of 1996
("Act") that established  interconnection  costing and pricing rules which, from
our perspective,  significantly  impeded  negotiations  with new entrants to the
local  exchange  market,   state  public  utility   commission   interconnection
rulemakings and interconnection arbitration proceedings.

     On January 25, 1999,  the U.S.  Supreme Court  ("Supreme  Court")  issued a
ruling on our appeal of the Order. Although the decision stated that the Act was
ambiguous and self-contradictory, the Supreme Court ruled that:

o    the FCC has authority to set pricing methodology;

o    unbundled network elements must be provided in cases where necessary or the
     lack of availability would impair competition;

o    Incumbent local exchange companies  ("ILECs") must sell on a bundled basis,
     at the competitive  local exchange  carriers'  ("CLECs")  request,  network
     elements the ILEC uses itself on a bundled basis; and

o    CLECs  may pick and  choose  pricing  or other  terms and  conditions  from
     multiple contracts within certain bounds.

     The impact of the Supreme  Court ruling is unclear  since state  regulatory
commissions  generally  follow the FCC's pricing and unbundling  requirements in
setting  unbundled  network element prices.  On April 16, 1999, the FCC issued a
Further  Notice  of  Proposal  Rulemaking  ("FNPRM")  to  address  how it should
interpret  the  "necessary  and  impair"  standard  and which  specific  network
elements the FCC should  require ILECs to unbundle.  We expect further review of
the legality of the FCC's pricing  rules will occur at the Eighth  Circuit Court
of Appeals.

     InterLATA  Long-Distance  Entry.  Several regional Bell operating companies
have filed for entry into the interLATA long-distance business. Although many of
these applications have been approved by state regulatory  commissions,  the FCC
has rejected all applications to date.

     We view entry into this  business as important to our strategy of providing
an  integrated  bundle of services to our  customers.  In 1999,  we withdrew our
applications  to enter the  interLATA  long-distance  business  in  Wyoming  and
Montana but we filed an  application  in Arizona.  In April 1999,  the  Nebraska
Public Service  Commission  indicated it needed  additional  information  before
making a recommendation to the FCC. We expect our application to be forwarded to
the FCC for its review later in 1999.

     Access Reform.  In its access reform order,  the FCC mandated a substantial
restructuring  of  interstate  access  pricing.  A  significant  portion  of the
services  that were charged using  minutes-of-use  pricing are now being charged
using  a  combination  of   minutes-of-use   rates,   flat-rate   pre-subscribed
interexchange  carrier charges  ("PICCs") and subscriber line charges  ("SLCs").
Although an increase in the SLC to multi-line business users occurred on July 1,
1997,  the bulk of the mandated  pricing  changes  occurred on January 1,  1998.
Additional mandated pricing changes occurred on January 1, 1999 and more will be
implemented  on July 1, 1999 and  January 1 of 2000 and 2001.  The net effect of
these changes will be to decrease  minutes-of-use charges and increase flat-rate
charges (i.e., PICCs and SLCs).

     The access reform order also  continued in place the current rules by which
ILECs may not assess interstate access charges on information  service providers
and purchasers of unbundled network elements.

     In February 1999, the FCC issued an order  declaring that Internet  traffic
is interstate  and opened a proceeding to determine the  appropriate  regulatory
structure.  The FCC allowed no change in the current  agreements  for reciprocal
compensation  with CLECs until it rules on this matter.  A ruling is expected in
the summer of 1999.

     Advanced Telecommunications  Services. On March 31, 1999, the FCC issued an
order establishing expanded collocation requirements for both conventional voice
and  advanced  services.  The FCC also  issued a FNPRM on "line  sharing."  Line
sharing allows a CLEC to provide  advanced  services over the same loop that the
ILEC uses to provide analog voice service.  We are currently reviewing the legal
and regulatory ramifications of these orders.

                                       17
<PAGE>

Contingencies

     We have pending regulatory actions in local regulatory  jurisdictions.  See
Note-3 to the consolidated financial statements.


Other Items

     From  time to time,  we  engage in  discussions  regarding  restructurings,
dispositions,  acquisitions and other similar transactions. Any such transaction
could  include,  among  other  things,  the  transfer,  sale or  acquisition  of
significant assets,  businesses or interests,  including joint ventures,  or the
incurrence,  assumption or refinancing of indebtedness, and could be material to
our financial  condition and results of  operations.  There is no assurance that
any such discussions will result in the consummation of any such transaction.
Year 2000 Costs

     Background.  We have conducted a comprehensive review of our computer-based
systems and related software and are taking measures to ensure that such systems
will  properly   recognize  the  year  2000  and  continue  to  process   beyond
December 31,  1999.  The systems we evaluated  include  systems  within  (i) the
Public Switched Telephone Network (the "Network"), (ii) Information Technologies
("IT"), and (iii) individual Business Units (the "Business Units").

     The Network,  which  processes voice and data  information  relating to our
core  communications  business,  relies  on  remote  switches,   central  office
equipment,   interoffice   equipment  and  loop  transport   equipment  that  is
predominantly  provided  to  us by  telecommunications  network  vendors.  IT is
comprised of our internal  business systems that employ hardware and software on
an enterprise-wide basis,  including  operational,  financial and administrative
functions.  The Business Units,  which include  internal  organizations  such as
finance,  procurement,  directory services,  operator services,  wireless,  data
networks,   real  estate,   etc.,   employ  systems  that  support  desktop  and
departmental applications, as well as embedded computer chip technologies, which
relate  specifically to each of our Business Unit's  functions and generally are
not part of the Network or IT.

     We have approached year 2000  remediation  activities  through five general
phases:     (i) inventory/assessment,      (ii) planning,      (iii) conversion,
(iv) testing/certification   and   (v) implementation.   Additionally,   we  are
continuously  monitoring  and  improving  our year 2000 related  activities  and
progress,  communicating  with  our  customers  and  vendors,  participating  in
cooperative  testing  with  others  and  taking  steps  to  assure  that we have
contingency  plans in place  prior to the end of  1999.  These  activities  will
continue throughout 1999.

     Network  update.  With  regard  to the  Network,  we are  working  with our
telecommunications  network vendors to obtain and convert to compliant  releases
of  hardware  and  software.  We also are  testing,  at our own  initiative,  in
cooperation  with certain of our customers and vendors,  and in cooperation with
other  major  wireline  telecommunications  companies,  network  equipment  over
multiple configurations involving a broad spectrum of services. Toward this end,
we participate in the Telco Year 2000 Forum (the "Forum"),  an organization that
addresses   the  year  2000   readiness   of  network   elements   and   network
interoperability.  The Forum has contracted  with Telcordia  (formerly  known as
Bellcore),  a former affiliate engaged in telecommunications  industry research,
development   and   maintenance   activities,    to   engage   in   inter-region
interoperability  testing and no significant  issues have been found to date. We
also participate in the FCC's Network Reliability and  Interoperability  Council
IV working  group,  which is tasked to evaluate  the year 2000  readiness of the
public  telecommunications  network, and in the Alliance for  Telecommunications
Industry Solutions ("ATIS"),  which is testing  inter-network  interoperability,
and  which,  in  conjunction  with  the  Cellular   Telecommunications  Industry
Association  ("CTIA"),   is  testing  network   interoperability  with  wireless
networks.  Our  inventory/assessment,  planning  and  conversion  phases for the
Network are complete. The network  testing/certification phase was approximately
99%  complete as of  March 31, 1999  and we  anticipate  that this phase will be
complete  during the second  quarter of 1999.  Cooperative  testing with certain
customers,  vendors  and  other  telecommunications  companies  is  expected  to
continue  during 1999. As of  March 31, 1999,  approximately  93% of our Network
remediation  implementation  was  complete,  with  completion  of the  remainder
anticipated  by  July 1999.  We  have  initiated  Network  contingency  planning
activities and approximately 50% of the anticipated Network contingency planning
activities were complete as of March 31, 1999.  We anticipate that the remainder
of our Network contingency planning activities will be complete by mid-1999.

                                       18
<PAGE>
     IT update.  Within IT, we have identified  approximately  570  applications
that support our critical business  processes,  such as billing and collections,
network monitoring,  repair and ordering. The  inventory/assessment and planning
phases  for  such  IT   applications   are  complete.   As  of   March 31, 1999,
approximately 97% of IT conversion activities,  92% of IT testing activities and
89% of IT  implementation  had been completed.  We anticipate that each of these
phases for IT will be complete by July 1999.  IT contingency planning activities
are  approximately  50% complete and we anticipate  that the  remainder  will be
complete by mid-1999.

     Business Units update.  Within our Business  Units, it is estimated that as
of March 31, 1999, approximately 100% of the inventory/assessment activity, 100%
of the planning activity,  80% of the conversion activity and 70% of the testing
and remediation implementation activities were complete. We anticipate that each
of these phases will be complete in the Business Units for major conversions and
upgrades by the end of the third  quarter of 1999.  We have  recently  initiated
Business Unit  contingency  planning  activities and we anticipate those will be
complete by mid-1999.

     Costs  relating  to year 2000.  We have spent  approximately  $169 from the
beginning  of 1997  through  the end of the first  quarter  of 1999 on year 2000
projects and activities. We estimate that additional costs for year 2000 related
projects and  activities  will be  approximately  $98.  Virtually  all year 2000
related expenditures are being funded through operations. Though year 2000 costs
will  directly  impact the  reported  level of future net  income,  we intend to
control our total cost structure, including deferral of non-critical projects to
future  years,  in an effort to  mitigate  the  impact of year 2000 costs on our
historical rate of earnings  growth.  The estimates  stated above are subject to
change. The timing of our expenses may vary and is not necessarily indicative of
readiness efforts or progress to date.

     Contingency  plan. We cannot provide assurance that the results of our year
2000 compliance  efforts or the costs of such efforts will not differ materially
from  estimates.  Accordingly,  we are  developing  year 2000 specific  business
continuity  and  contingency  plans  to  address  high  risk  areas  as they are
identified.  Our year 2000 contingency planning activities will include training
of crisis managers on year 2000 issues and potential  business  impacts to their
particular process areas,  reviewing and modifying existing business  continuity
plans to address  year 2000 issues and  establishing  rapid  response  teams and
communications  procedures  for  each  of  the  major  critical  operations  and
facilities to handle  potential  post-implementation  year 2000 failures.  These
year 2000 specific  contingency  planning  activities  are to be in place by the
third  quarter  of 1999.  In  addition,  we have in place our  standard  overall
business  continuity,  contingency  and disaster  recovery plans (such as diesel
generator  back-up  power  supply  sources for our  Network,  Network  rerouting
capabilities,  computer data and records  safe-keeping  and back-up and recovery
procedures) which will be verified,  and as appropriate,  augmented for specific
year 2000 contingencies.

     Dependencies.   Within   Network,   we  are  highly   dependent   upon  our
telecommunications  network vendors to provide year 2000 compliant  hardware and
software in a timely  manner,  and on third parties that are assisting us in the
focused  testing and  implementation  phases  regarding the Network.  Because of
these  dependencies,  we have  developed  and  implemented  a vendor  compliance
process  whereby  we have  obtained  written  assurances  of  timely  year  2000
compliance from most of our critical vendors (not only for Network, but also for
IT and the Business Units). In addition,  we monitor and actively participate in
coordinated Network testing activities,  as discussed above, with respect to the
Forum,  ATIS and Telcordia.  Within IT, we depend on the development of software
by  experts,  both  internal  and  external,  and the  availability  of critical
resources with the requisite  skill sets.  Because of this  dependency,  we have
developed detailed timetables, resource plans and standardized year 2000 testing
requirements for identified critical applications (irrespective of whether these
applications  are used  primarily  by IT, the  Network or the  Business  Units).
Within  the  Business  Units,  we are  dependent  on vendor  supplied  goods and
services  and  operability  of the Network and  critical  IT and  Business  Unit
specific  applications.  Because of these dependencies,  we are implementing the
same type of vendor  compliance  processes and application  planning and testing
processes at the Business  Units, as discussed above with respect to the Network
and IT. Overall,  we have sought compliance  assurances from approximately 6,750
vendors concerning  approximately  28,900 products and have received  assurances
for  approximately 91% of those products as of  March 31, 1999.  During 1999, we
will  continue  to pursue  assurances  of timely  year 2000  compliance  for the
remaining critical vendors.

     As  with  any  large-scale  computer-related  project  such  as  year  2000
remediation,  the testing phase may require resources in excess of other project
phases and the other project  phases may be affected by and  dependent  upon the
results of the testing phase.
                                       19
<PAGE>

     Summary.  In  management's  view,  the most  reasonably  likely  worse case
scenario  for year 2000 failure  prospects  we face is that a limited  number of
important IT and/or Business Unit specific  applications may unexpectedly  fail.
In addition,  there may be problems with the Network  relating to the year 2000.
Our  failure or the  failure by certain of our  vendors to  remediate  year 2000
compliance  issues  in  advance  of the  year  2000 and to  execute  appropriate
contingency  plans in the event that a critical  failure is  experienced,  could
result in  disruption  of our  operations,  possibly  impacting  the Network and
impairing our ability to bill or collect revenues.  However,  while no assurance
can be given,  management  believes that our efforts at remediation and testing,
year 2000  specific  contingency  planning,  and  overall  business  continuity,
contingency and disaster recovery  planning will likely be successful,  and that
the aforementioned "worse case scenario" is unlikely to develop or significantly
disrupt our financial operations.

     The above discussion  regarding year 2000 contains many statements that are
"forward-looking" within the meaning of the Reform Act. Although we believe that
our estimates are based on reasonable assumptions,  we cannot assure that actual
results will not differ  materially from these  expectations  or estimates.  See
"Special Note Regarding Forward-Looking Statements" on page 10.

New Accounting Standards

     On June 15, 1998, the Financial Accounting Standards Board issued Financial
Accounting Standards ("FAS") No. 133, "Accounting for Derivative Instruments and
Hedging  Activities."  This  statement  establishes   accounting  and  reporting
standards for derivative  instruments  and for hedging  activities.  FAS No. 133
requires,  among other things, that all derivative  instruments be recognized at
fair value as assets or  liabilities  on the balance  sheet and that  changes in
fair value  generally  be  recognized  currently  in  earnings  unless  specific
criteria are met. The standard is  effective  for fiscal years  beginning  after
June 15, 1999, though earlier adoption is permitted. Financial statement impacts
of adopting the new standard depend upon the amount and nature of the future use
of derivative instruments and their relative changes in valuation over time. Had
we adopted FAS No. 133 in 1999, its impact on the financial statements would not
have been material.



                                       20
<PAGE>
 




                                                   PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     The Company  and its  subsidiaries  are  subject to claims and  proceedings
arising in the ordinary  course of business.  At the Company,  there are pending
certain regulatory actions in local regulatory  jurisdictions.  For a discussion
of  these  actions,  see  "Note  3  -  Commitments  and  Contingencies"  to  the
Consolidated Financial Statements.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit No.

(2a) Articles of Merger including the Plan of Merger between The Mountain States
     Telephone and Telegraph Company (renamed U S WEST Communications, Inc.) and
     Northwestern Bell Telephone Company. (Incorporated herein by this reference
     to Exhibit 2a to Form SE filed on January 8, 1991, File No. 1-3040).

(2b) Articles of Merger including the Plan of Merger between The Mountain States
     Telephone and Telegraph Company (renamed U S WEST Communications, Inc.) and
     Pacific  Northwest Bell  Telephone  Company.  (Incorporated  herein by this
     reference  to  Exhibit  2b to Form SE filed on  January 8,  1991,  File No.
     1-3040).

(3a) Restated Articles of Incorporation of the Registrant.  (Incorporated herein
     by this  reference to Exhibit 3a to  Form 10-K/A  filed on April 13,  1998,
     File No. 1-3040).

(3b) Bylaws  of  the  Registrant,  as  amended.  (Incorporated  herein  by  this
     reference  to  Exhibit 3b  to  Form 10-K/A  filed on April 13,  1998,  File
     No. 1-3040).

4    No instrument  which defines the rights of holders of long and intermediate
     term debt of the Registrant is filed herewith  pursuant to Regulation  S-K,
     Item  601(b) (4) (iii) (A).  Pursuant to this  regulation,  the  Registrant
     hereby  agrees  to  furnish a copy of any such  instrument  to the SEC upon
     request.

(10a)Reorganization  and  Divestiture  Agreement  dated as of November 1,  1983,
     between  American  Telephone  and  Telegraph  Company,  U S WEST Inc.,  and
     certain  of their  affiliated  companies,  including  The  Mountain  States
     Telephone and  Telegraph  Company,  Northwestern  Bell  Telephone  Company,
     Pacific Northwest Bell Telephone Company and NewVector Communications, Inc.
     (Exhibit 10a to Form 10-K for the period ended December 31,  1983, File No.
     1-3040).

(10b)Shared Network  Facilities  Agreement dated as of January 1,  1984, between
     American  Telephone  and  Telegraph  Company,  AT&T  Communications  of the
     Midwest, Inc.  and The Mountain  States  Telephone and  Telegraph  Company.
     (Exhibit 10b to Form 10-K for the period ended December 31,  1983, File No.
     1-3040).

(10c)Agreement Concerning  Termination of the Standard Supply Contract effective
     December 31,  1983,  between  American  Telephone  and  Telegraph  Company,
     Western Electric Company,  Incorporated,  The Mountain States Telephone and
     Telegraph  Company and Central Services  Organization  (Exhibit 10d to Form
     10-K for the period ended December 31, 1983, File No. 1-3040).

(10d)Agreement   Concerning   Certain  Centrally   Developed   Computer  Systems
     effective  December 31,  1983,  between  American  Telephone  and Telegraph
     Company,  Western  Electric  Company,  Incorporated,  The  Mountain  States
     Telephone and Telegraph Company and Central Services  Organization (Exhibit
     10e to Form 10-K for the period ended December 31, 1983, File No. 1-3040).

(10e)Agreement   Concerning  Patents,   Technical   Information  and  Copyrights
     effective  December 31,  1983,  between  American  Telephone  and Telegraph
     Company and U S  WEST, Inc.  (Exhibit 10f to Form 10-K for the period ended
     December 31, 1983, File No. 1-3040).

                                       21
<PAGE>

(10f)Agreement  Concerning  Liabilities,  Tax Matters and Termination of Certain
     Agreements dated as of November 1,  1983,  between  American  Telephone and
     Telegraph  Company,  U S  WEST, Inc.,  The Mountain  States  Telephone  and
     Telegraph Company and certain of their affiliates (Exhibit 10h to Form 10-K
     for the period ended December 31, 1983, File No. 1-3040).

(10g)Agreement  Concerning  Trademarks,  Trade Names and Service Marks effective
     December 31,  1983,  between  American  Telephone  and  Telegraph  Company,
     American Information Technologies  Corporation,  Bell Atlantic Corporation,
     BellSouth Corporation,  Cincinnati Bell, Inc.,  NYNEX Corporation,  Pacific
     Telesis Group,  The Southern New England  Telephone  Company,  Southwestern
     Bell  Corporation  and U S  WEST, Inc.  (Exhibit 10i  to Form  10-K for the
     period ended December 31, 1983, File No. 1-3040).

(10h)Shareholders'  Agreement  dated as of January 1,  1988,  between  Ameritech
     Services, Inc.,   Bell  Atlantic   Management   Services, Inc.,   BellSouth
     Services,  Incorporated,  NYNEX Service Company, Pacific Bell, Southwestern
     Bell  Telephone  Company,  The  Mountain  States  Telephone  and  Telegraph
     Company,  Northwestern  Bell Telephone  Company and Pacific  Northwest Bell
     Telephone  Company  (Exhibit  10h to Form SE dated March 5, 1992,  File No.
     1-3040).



27   Financial Data Schedule
___________________
( )  Previously filed.



(b)  Reports on Form 8-K Filed During the First Quarter of 1999

(i)  Form 8-K dated January 15, 1999 providing  notification  of a press release
     entitled "U S WEST To Sell 500,000 Access Lines."



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<PAGE>



                                                              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.

                                   U S WEST Communications, Inc.


                                          /s/ ALLAN R. SPIES
                                   By:___________________________________
                                      Allan R. Spies
                                      Vice President and Chief Financial Officer

May 7, 1999



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