EXHIBIT 10-k



                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

         AMENDMENT  dated as of June 11,  1999 to the 364-Day  Credit  Agreement
dated as of May 19, 1999 (the "Credit Agreement") among U S WEST COMMUNICATIONS,
INC.  (the  "Company"),  the BANKS listed on the  signature  pages  thereto (the
"Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative  Agent
(the "Agent").

                                       W I T N E S S E T H :

         WHEREAS, the parties hereto desire to amend the Credit Agreement to
increase pricing;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms;  References.  Unless  otherwise  specifically
defined herein,  each term used herein which is defined in the Credit  Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof",  "hereunder",  "herein" and "hereby" and each other similar  reference
and  each  reference  to  "this  Agreement"  and each  other  similar  reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.

         SECTION 2.  Amendment of Section 1.01.

          (a) The definition of "Termination Date" in Section 1.01 of the Credit
Agreement is amended to insert:

                  (1)    before the date contained therein, the phrase "the
earlier of (i)", and

                  (2) after the  expression  "Section  2.01(b)",  the clause "or
         (ii) the date  which is the  thirtieth  day after the date on which the
         Merger is consummated,".

          (b)  Section  1.01 the  Credit  Agreement  is  amended  by adding  the
following definitions in the appropriate alphabetical order:



<PAGE>






                  "Merger" means any of the transactions constituting one of the
         "Mergers" (as defined in the Merger  Agreement as in effect on June 11,
         1999) or any  similar  transaction  pursuant  to  which U S WEST,  Inc.
         merges with or into,  or controls is  controlled  by or is under common
         control with, Global Crossing Ltd.

                  "Merger  Agreement"  means  the  Agreement  and Plan of Merger
         dated as of May 16, 1999  between U S WEST,  Inc.  and Global  Crossing
         Ltd., as amended prior to June 11, 1999.

         SECTION  3.  Amendment  of  Section  2.02.  Section  2.02 of the Credit
Agreement is amended to add the following  proviso  before the word "and" at the
end of clause (iii) thereof:

         provided  that if the date of such  Borrowing  occurs during the period
         from and including December 15, 1999 to and including January 17, 2000,
         such Loans  shall bear  interest at the Base Rate unless and until they
         are converted to Euro-Dollar Loans on or after January 18, 2000,

         SECTION 4.  Amendment of Section  2.10.  Section  2.10(a) of the Credit
Agreement  is amended to replace  the period at the end of clause  (ii)  thereof
with a semi-colon  and to add after clauses (i) and (ii) the following  proviso,
which applies to both clauses:

         provided  that if such  conversion  or  continuation  occurs during the
         period from and including  December 15, 1999 to and  including  January
         17, 2000,  such Loans shall be converted  into or continued as Domestic
         Loans unless and until they are  converted to  Euro-Dollar  Loans on or
         after January 18, 2000.

         SECTION 5.  Amendment of Section  4.07.  Section  4.07(c) of the Credit
Agreement is amended and restated in its entirety to read as follows:

                  (c) Except as specifically  identified in Schedule 4.07, there
         are neither any conditions or circumstances  known to the Company which
         may give rise to any claims or liabilities respecting any Environmental
         Laws or Hazardous Substances arising from the operations of the Company
         or  its   Subsidiaries   (including,   without   limitation,   off-site
         liabilities), nor any additional costs of compliance with Environmental
         Laws,  which  collectively  have an  aggregate  potential  liability in
         excess of $50,000,000.

         SECTION 6. Amendment of Section 9.03.  Clause (i) of Section 9.03(a) of
Credit  Agreement  is amended by adding  the word  "reasonable"  before the word
"out-of-pocket" and before the word "fees".



<PAGE>


         SECTION 7.  Amendment of Pricing Schedule.  The Pricing Schedule is
amended and restated in its entirety to read as set forth in the attached
Pricing Schedule.

         SECTION 8.  Representations  of  Company.  The Company  represents  and
warrants that (i) the representations and warranties of the Company set forth in
Article  4 of the  Credit  Agreement  will be  true  on and as of the  Amendment
Effective  Date (as defined below) and (ii) no Default will have occurred and be
continuing on such date.

         SECTION 9.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 10. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         SECTION 11. Effectiveness.  This Amendment shall become effective as of
the date  hereof on the date (the  "Amendment  Effective  Date")  when the Agent
shall  have  received  from  each  of the  Company  and  the  Required  Banks  a
counterpart   hereof  signed  by  such  party  or  facsimile  or  other  written
confirmation  (in form  satisfactory  to the Agent) that such party has signed a
counterpart hereof.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

                          U S WEST COMMUNICATIONS, INC.


                          By /s/ Sean P. Foley
                          Title: Treasurer





<PAGE>


                                        MORGAN GUARANTY TRUST COMPANY OF NEW
YORK


                                        By /s/ Robert Bottamedi
                                        Title: Vice President



                                        THE CHASE MANHATTAN BANK


                                        By /s/ Edmond DeForest
                                        Title: Vice President



                                        THE FIRST NATIONAL BANK
                                            OF CHICAGO


                                        By /s/ Lori J. Thomas
                                        Title: Vice President



                                        BANK OF AMERICA NATIONAL TRUST
                                         AND SAVINGS ASSOCIATION


                                        By /s/ Douglas T. Meckelnburg
                                        Title: Vice President



                                        CITIBANK, N.A.


                                        By /s/ Maureen Maroney
                                        Title: Vice President





<PAGE>


                                        ABN AMRO BANK N.V.


                                        By /s/ Joanna Riopelle
                                            Title: Senior Vice President


                                        By /s/ Sang W. Lee
                                            Title: Assistant Vice President



                                        ISTITUTO BANCARIO SAN PAOLO
                                            DI TORINO ISTITUTO MOBILIARE
                                            ITALIANO SPA


                                        By
                                            Title:



                                        By
                                            Title:



                                        MELLON BANK, N.A.


                                        By /s/ Henry S. Beukema
                                            Title: Assistant Vice President





<PAGE>


                                        WELLS FARGO BANK, N.A.


                                        By /s/ Donald A. Hartmann
                                            Title: Senior Vice President



                                        By /s/ Catherine M. Wallace
                                        Title: Vice President



                                        THE BANK OF NEW YORK


                                        By /s/ James Whitaker
                                        Title: Vice President



                                        U.S. BANK NATIONAL ASSOCIATION


                                        By /s/ Scott E. Page
                                        Title: Vice President



                                        FIRST SECURITY BANK, N.A.


                                        By /s/ Troy S. Akagi
                                        Title: Vice President





<PAGE>


                                        COMMERZBANK AG LOS ANGELES
                                        AND GRAND CAYMAN BRANCHES


                                        By /s/ Christian Jagenberg
                                        Title: Senior Vice President and Manager



                                        By /s/ Steven F. Larsen
                                        Title: Vice President



                                        FLEET NATIONAL BANK


                                        By /s/ Sue Anderson
                                        Title: Vice President



                                        KEYBANK NATIONAL ASSOCIATION


                                        By /s/ Mary K. Young
                                        Title: Assistant Vice President



                                        BAYERISCHE LANDESBANK
                                        GIROZENTRALE CAYMAN
                                         ISLANDS BRANCH


                                        By /s/ Peter Obermann
                                            Title: Senior Vice President



                                        By /s/ James H. Boyle
                                        Title: Vice President



<PAGE>



                                        NORTHERN TRUST COMPANY


                                        By /s/ David J. Mitchell
                                         Title: Vice President



                                        THE ROYAL BANK OF SCOTLAND PLC


                                        By /s/ K. C. Barclay
                                        Title: Head of Media and
                                               Telecommunications



                                        BANKERS TRUST COMPANY


                                        By /s/ Gregory Shefrin
                                        Title: Principal



                                        BANQUE NATIONALE DE PARIS


                                        By /s/ Clive Bettles
                                        Title: Senior Vice President & Manager



                                        By /s/ Mitchell M. Ozawa
                                        Title: Vice President





<PAGE>


                                        UBS AG, STAMFORD BRANCH


                                        By /s/ Robert H. Riley III
                                            Title: Executive Director



                                        By /s/ Paul R. Morrison
                                            Title: Executive Director




<PAGE>






                                PRICING SCHEDULE


         The  "Euro-Dollar  Margin" and  "Facility Fee Rate" for any day are the
respective  percentages  set forth below in the  applicable row under the column
corresponding to the Status that exists on such day:
<TABLE>
<CAPTION>
<S>                         <C>       <C>       <C>       <C>       <C>       <C>      <C>        <C>


--------------------------- --------- --------- --------- --------- --------- -------- ---------- =========

                            Level     Level     Level     Level     Level     Level    Level      Level
Status                       I         II       III        IV        V         VI       VII        VIII
--------------------------- --------- --------- --------- --------- --------- -------- ---------- =========
--------------------------- --------- --------- --------- --------- --------- ======== ========== =========

Euro-Dollar Margin:
Usage less than 25%         .245%     .265%     .305%     .420%     .525%     .625%    .725%      1.175%

Usage => 25%                .345%     .365%     .430%     .545%     .650%     .750%    1.100%     1.550%

Facility Fee Rate           .055%     .060%     .070%     .080%     .100%     .125%    .150%      .200%
--------------------------- --------- --------- --------- --------- ========= ======== ========== =========
</TABLE>


         For purposes of this Schedule,  the following  terms have the following
meanings:

         "Level I Status"  exists at any date if, at such  date,  the  Company's
outstanding senior unsecured long-term debt securities are rated A+ or higher by
S&P and A1 or higher by Moody's.

         "Level  II  Status"  exists  at any  date  if,  at such  date,  (i) the
Company's outstanding senior unsecured long-term debt securities are rated A+ or
higher by S&P or A1 or higher by Moody's and (ii) Level I Status does not exist.

         "Level  III  Status"  exists  at any date  if,  at such  date,  (i) the
Company's  outstanding senior unsecured long-term debt securities are rated A or
higher by S&P or A2 or higher by  Moody's  and (ii)  neither  Level I Status nor
Level II Status exists.

         "Level  IV  Status"  exists  at any  date  if,  at such  date,  (i) the
Company's outstanding senior unsecured long-term debt securities are rated A- or
higher by S&P or A3 or higher by Moody's and (ii) none of Level I Status,  Level
II Status or Level III Status exists.



<PAGE>





         "Level V Status" exists at any date if, at such date, (i) the Company's
outstanding senior unsecured  long-term debt securities are rated BBB+ or higher
by S&P or Baa1 or higher by  Moody's  and (ii) none of Level I Status,  Level II
Status, Level III Status or Level IV Status exists.

         "Level  VI  Status"  exists  at any  date  if,  at such  date,  (i) the
Company's  outstanding senior unsecured  long-term debt securities are rated BBB
or higher by S&P and Baa2 or higher by Moody's  and (ii) none of Level I Status,
Level II Status, Level III Status, Level IV Status or Level V Status exists.

         "Level  VII  Status"  exists  at any date  if,  at such  date,  (i) the
Company's  outstanding senior unsecured long-term debt securities are rated BBB-
or higher by S&P and Baa3 or higher by Moody's  and (ii) none of Level I Status,
Level II Status,  Level III Status,  Level IV Status, Level V Status or Level VI
Status exists.

         "Level VIII  Status"  exists if, at such date,  none of Level I Status,
Level II Status,  Level III Status,  Level IV Status,  Level V Status,  Level VI
Status or Level VII Status exists.

         "Moody's"   means   Moody's   Investors   Service,   Inc.,  a  Delaware
corporation,  and its successors or, if such  corporation  shall be dissolved or
liquidated  or shall no longer  perform the  functions  of a  securities  rating
agency,  "Moody's" shall be deemed to refer to any other  nationally  recognized
securities  rating agency designated by the Required Banks, with the approval of
the Company, by notice to the Agent and the Company.

         "S&P" means Standard & Poor's  Ratings  Group, a New York  corporation,
and its successors or, if such  corporation  shall be dissolved or liquidated or
shall no longer perform the functions of a securities rating agency, "S&P" shall
be deemed to refer to any other nationally  recognized  securities rating agency
designated by the Required Banks, with the approval of the Company, by notice to
the Agent and the Company.

         "Status" refers to the determination of which of Level I Status,  Level
II Status,  Level III Status,  Level IV Status, Level V Status, Level VI Status,
Level VII Status or Level VIII Status exists at any date.



<PAGE>


         "Usage" means at any date the  percentage  equivalent of a fraction (i)
the numerator of which is the sum of the aggregate  outstanding principal amount
of the Loans at such date,  after giving  effect to any  borrowing or payment on
such date,  and (ii) the  denominator  of which is the  aggregate  amount of the
Commitments  at  such  date,  after  giving  effect  to  any  reduction  of  the
Commitments on such date.  For purposes of this Schedule,  if for any reason any
Loans remain  outstanding  after  termination of the Commitments,  the Usage for
each date on or after the date of such termination shall be deemed to be greater
than 25%.

The credit  ratings to be  utilized  for  purposes  of this  Schedule  are those
assigned to the senior unsecured  long-term debt securities of the Company,  and
any  rating  assigned  to any  other  debt  security  of the  Company  shall  be
disregarded.  The rating in effect at any date is that in effect at the close of
business on such date.