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

                                           UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION

                                      Washington, D.C. 20549

                                             FORM 10-Q

  (Mark One)
                    [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                                  Securities Exchange Act of 1934

                           For the Quarterly Period Ended March 31, 2000

                                                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.
                       (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                                         <C>


             A Colorado Corporation                                                      84-0273800
            ------------------------                                                    ------------
 (State or other jurisdiction of incorporation                              (I.R.S. Employer Identification No.)
                of organization)
</TABLE>

                          1801 California Street, Denver, Colorado 80202
                       (Address of principal executive offices and zip code)
                                  Telephone Number (303) 672-2700
                        (Registrant's telephone number, including area code)
                                            ___________

     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 __

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

<PAGE>





                                              U S WEST communications, Inc.
                                                        Form 10-Q

                                                    TABLE OF CONTENTS
<TABLE>
<CAPTION>


  Item                                                                                                      Page
                                           PART I - FINANCIAL INFORMATION
   <S>     <C>                                                                                               <C>

   1.      Financial Statements

                  Consolidated Statements of Income -
                          Three months ended March 31, 2000 and 1999.....................................      3

                  Consolidated Balance Sheets -
                           March 31, 2000 and December 31, 1999..........................................      4

                  Consolidated Statements of Cash Flows -
                           Three months ended March 31, 2000 and 1999....................................      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......................................................................     16

                                            PART II - OTHER INFORMATION

   1.      Legal Proceedings.............................................................................     20

   5.      Recent Developments...........................................................................     20

   6.      Exhibits and Reports on Form 8-K..............................................................     20
</TABLE>
<PAGE>


                                               U S WEST Communications, Inc.
                                             CONSOLIDATED STATEMENTS OF INCOME
                                                   (dollars in millions)
                                                        (unaudited)
<TABLE>
<CAPTION>

                                                                                                        Three Months Ended
                                                                                                            March 31,
                                                                                                   -----------------------------
            <S>                                                                                        <C>             <C>

                                                                                                       2000            1999

            Revenues:
                  Local services................................................................       $2,045        $1,871
                  Access services...............................................................          710           672
                  Long-distance services........................................................          106           171
                  Other services................................................................           90            74
                                                                                                   -------------   -------------
                     Total revenues.............................................................        2,951         2,788
                                                                                                   -------------   -------------

            Operating expenses:
                  Employee-related expenses.....................................................          802           893
                  Other operating expenses......................................................          777           624
                  Depreciation and amortization.................................................          564           585
                                                                                                   -------------   -------------
                     Total operating expenses...................................................        2,143         2,102
                                                                                                   -------------   -------------

            Operating income....................................................................          808           686
            Other expense:
                  Interest expense..............................................................          119            89
                  Other expense-net.............................................................            6            12
                                                                                                   -------------   -------------

                     Total other expense-net....................................................          125           101
                                                                                                   -------------   -------------

            Income before income taxes..........................................................          683           585
            Provision for income taxes..........................................................          258           216
                                                                                                   -------------   -------------

            Net income..........................................................................         $425          $369
                                                                                                   =============   =============

</TABLE>



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

                                       3
<PAGE>


                                              U S WEST Communications, Inc.
                                               CONSOLIDATED BALANCE SHEETS
                                                  (dollars in millions)
<TABLE>
<CAPTION>

                                                                                                         March 31,      December 31,
                                                                                                           2000              1999
                                                                                                       (unaudited)
                   <S>                                                                                <C>                 <C>    <C>

                   ASSETS
                   Current assets:
                         Cash and cash equivalents................................................            $66               $61
                         Accounts receivable, less allowance for uncollectibles  of
                            $52 and $48, respectively.............................................          1,765             1,811
                         Inventories and supplies.................................................            217               211
                         Deferred tax assets......................................................            141               154
                         Prepaid and other........................................................            147                95
                                                                                                     ----------------     ----------

                   Total current assets...........................................................          2,336             2,332
                   Property, plant and equipment-net..............................................         16,546            16,049
                   Other assets-net...............................................................          1,478             1,597
                                                                                                     ----------------     ----------

                   Total assets...................................................................        $20,360           $19,978
                                                                                                     ================     ==========


                   LIABILITIES AND STOCKHOLDER'S EQUITY
                   Current liabilities:
                         Short-term debt..........................................................         $2,393            $1,684
                         Accounts payable.........................................................          1,576             1,721
                         Accrued expenses.........................................................          1,541             1,560
                         Advance billings and customer deposits...................................            352               343
                                                                                                     ----------------     ----------


                   Total current liabilities......................................................          5,862             5,308
                   Long-term debt.................................................................          5,464             5,408
                   Postretirement and other postemployment benefit obligations....................          2,406             2,462
                   Deferred income taxes..........................................................          1,360             1,331
                   Unamortized investment tax credits.............................................            159               161
                   Deferred credits and other.....................................................            606               588

                   Commitments and Contingencies

                   Stockholder's equity:
                         Common stock-one share without par value, owned by parent................          8,134             8,140
                         Cumulative deficit.......................................................         (3,631)           (3,617)
                         Accumulated other comprehensive income...................................              -               197
                                                                                                     ----------------     ----------

                   Total stockholder's equity.....................................................          4,503             4,720
                                                                                                     ----------------     ----------

                   Total liabilities and stockholder's equity.....................................        $20,360           $19,978

                                                                                                     ================     ==========
</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
                                                 (dollars in millions)
                                                      (unaudited)
<TABLE>
<CAPTION>

                                                                                                 Three Months Ended
                                                                                                      March 31,
                                                                                            ------------------------------
                                                                                                2000             1999
<S>                                                                                         <C>             <C>

OPERATING ACTIVITIES
Net income................................................................................       $425             $369
   Adjustments to net income:
      Depreciation and amortization.......................................................        564              585
      Deferred income taxes and amortization of investment tax credits....................         79               31
   Changes in operating assets and liabilities:
      Accounts receivable.................................................................         46               37
      Inventories, supplies and other current assets......................................        (48)             (86)
      Accounts payable, accrued expenses and advance billings.............................        (53)             145
      Other...............................................................................        (59)             (68)
                                                                                            --------------  --------------
      Cash provided by operating activities...............................................        954            1,013
                                                                                            --------------  --------------

INVESTING ACTIVITIES
   Expenditures for property, plant and equipment.........................................     (1,229)            (730)
   Payments on disposals of property, plant and equipment.................................         (9)              (8)
                                                                                            --------------  --------------
   Cash used for investing activities.....................................................     (1,238)            (738)
                                                                                            --------------  --------------

FINANCING ACTIVITIES
   Net proceeds from short-term debt......................................................        717              216
   Repayments of long-term debt...........................................................        (32)            (181)
   Dividends paid on common stock.........................................................       (396)            (328)
                                                                                            --------------  --------------

   Cash provided by (used for) financing activities.......................................        289             (293)
                                                                                            --------------  --------------

CASH AND CASH EQUIVALENTS
   Increase (decrease)....................................................................          5              (18)
   Beginning balance......................................................................         61               68
                                                                                            --------------  --------------

   Ending balance.........................................................................        $66              $50
                                                                                            ==============  ==============
</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, 2000
                                                (dollars in millions)
                                                     (unaudited)


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation.  The consolidated  financial  statements include the
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.  We prepared
the financial  statements in accordance with the instructions for Form 10-Q and,
therefore,  did not include all information and footnotes  required by generally
accepted  accounting  principles.  In our opinion,  we made all the  adjustments
(consisting  only of normal recurring  adjustments)  necessary to present fairly
our consolidated results of operations,  financial position and cash flows as of
March 31, 2000  and for all periods  presented.  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
for the year ended December 31, 1999. The consolidated results of operations for
the three months ended  March 31, 2000  are not  necessarily  indicative  of the
results expected for the full year.


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  services,  data services and  long-distance  services.  The
wholesale  services  segment  provides  exchange  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 operating expenses
of 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 and
intersegment  eliminations.  Asset information by segment is not provided to our
chief operating  decision-maker.  The total  communications and related services
column represents a total of the retail services, wholesale services and network
services segments.

                                       6
<PAGE>
<TABLE>
<CAPTION>

                                                         Total
                                                    Communications
                                                          and
                     Retail    Wholesale    Network    Related                 Reconciling   Consolidated
                    Services    Services    Services    Services     Other        Items          Total
Three Months Ended
March 31,
      2000
<S>                  <C>           <C>        <C>        <C>             <C>      <C>          <C>

Revenues.........    $2,324        $747         $74      $3,145          $-       $(194)       $2,951
Margin...........     1,469         581        (661)      1,389          25        (731)(1)       683
Capital
   expenditures..       154(2)       24       1,050       1,228           2          (2)        1,228
      1999
Revenues.........    $2,169        $691         $50      $2,910          $-       $(122)       $2,788
Margin...........     1,505         530        (685)      1,350         (35)       (730) (1)      585
Capital
   expenditures..    111(2)          31         638         780           -         (50)          730


</TABLE>

____________________

(1)  Adjustments  made to arrive at  consolidated  income  before  income  taxes
include the following:
<TABLE>
<CAPTION>

                                                                                Three Months Ended March 31,
                                                                          ------------------------------------------
                                                                                 2000                   1999
                                                                          -------------------    -------------------
     <S>                                                                         <C>                     <C>

     Taxes other than income taxes...................................            $106                    $87
     Depreciation and amortization...................................             564                    585
     Interest expense................................................             119                     89
     Other amounts applicable to U S WEST............................             (64)                   (43)
     Other expense-net...............................................               6                     12
                                                                          -------------------    -------------------
                                                                                 $731                   $730
                                                                          ===================    ===================
</TABLE>

(2) Capital  expenditures  reported for the retail services segment include only
expenditures for wireless services and certain data services. Additional capital
expenditures relating to those services are included in network services capital
expenditures.

                                       7
<PAGE>

In addition to the revenues disclosed above, intersegment revenues were:
<TABLE>
<CAPTION>

                                                                        Three Months Ended March 31,
                                                                       -------------------------------

                                                                           2000              1999
            <S>                                                              <C>                <C>


            Retail services...........................................       $24                $6
            Wholesale services........................................        19                 7
            Network services..........................................        16                17
</TABLE>




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, 2000,  we have a remaining commitment of $48
to be paid in a combination of cash and services through 2004.

Contingencies

     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,  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.

     On  September  9, 1999,  the  Company  and OPUC staff  reached a  tentative
settlement  agreement whereby we would refund  approximately $270 to current and
former Oregon customers of USWC and issue temporary bill credits of $63 annually
until the OPUC sets final  rates.  On April 14,  2000,  the OPUC  announced  its
acceptance  of the  settlement  agreement.  We have  reserved  for the  proposed
refund.

                                       8
<PAGE>

     In December 1999, the Colorado Public Utilities  Commission decided to levy
reparations  against us of $13 for  violations of service  quality rules between
January  1998 and April 1999,  although a final  written  order has not yet been
issued. We have reserved for these reparations.

     The New Mexico Public  Regulation  Commission has ordered an interim annual
rate reduction of  approximately  $29,  effective  February 15, 2000.  Permanent
resolution of this matter is expected during 2000.

     We have pending regulatory actions in local regulatory  jurisdictions which
call for price decreases,  refunds or both. These actions are generally  routine
and  incidental  to our  business.  We will continue to monitor and evaluate the
risks associated with its local regulatory jurisdiction.

     Other  Contingencies.  On October 1, 1999,  a Fifth  Amended  Class  Action
Complaint was filed in the District  Court,  Larimer County,  Colorado,  against
U S WEST  and us  purportedly  on behalf of  220,000  customers  in the State of
Colorado.  The complaint alleges that from 1993 to the present, we and U S WEST,
in violation of alleged statutory and common law obligations,  willfully delayed
the provision of local  telephone  service to the purported  class members.  The
complaint seeks compensatory  damages for purported class members,  disgorgement
of profits and punitive  damages.  The Company and U S WEST intend to vigorously
defend this action.

     On April 26, 2000, a Class Action  Complaint was filed against U S WEST and
the  Company  purportedly  on behalf of  100,000  customers  in the State of New
Mexico.  The  complaint  alleges,  inter  alia,  that from 1993 to the  present,
U S WEST and the  Company,  in  violation  of alleged  statutory  and common law
obligations,  willfully  delayed the provision of local telephone service to the
purported class members.  In addition,  the complaint  alleges that U S WEST and
the Company misrepresented the date on which such local telephone service was to
be provided to the purported  class members.  The complaint  seeks  compensatory
damages for  purported  class  members,  disgorgement  of profits  and  punitive
damages. U S WEST and the Company intend to vigorously defend this action.

     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 or financial position.


NOTE 4:  Merger Agreement

     In July  1999,  U S WEST  entered  into an  agreement  to merge  with Qwest
Communications  International  Inc.  The Boards of  Directors  of both Qwest and
U S WEST and their  stockholders  approved the  proposed  merger.  The merger is
subject to federal and state regulatory approvals without significant conditions
and other customary closing conditions.

                                       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  (the  "Reform   Act").   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);

     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 and service pricing in the local
          exchange market;

     o    acceleration  of  the  deployment  of  advanced  new  services  and/or
          advanced new services to customers,  such as broadband data,  wireless
          (including  the  purchase of spectrum  licenses)  and video  services,
          which would  require  substantial  expenditure  of financial and other
          resources,

     o    changes 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    timing, cost and consumer acceptance of broadband services,  including
          telephony, data, video and wireless services;

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

                                       10
<PAGE>

     o    timing  and  completion  of  U S WEST's  announced  merger  with Qwest
          Communications   International   Inc.  ("Qwest")  and  the  subsequent
          integration of the businesses of the two companies.

     These cautionary  statements  should not be construed as an exhaustive list
or as any admission by us regarding the adequacy of the disclosures  made by us.
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,  you  are  urged  to  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

Three Months Ended March 31, 2000 Compared with 1999

     Net income  increased by $56, or 15.2% to $425 for the quarter  ended March
31, 2000.  We experienced a 5.8% increase in revenues for the three months ended
March 31, 2000  over the  comparable  1999 period.  The  increase was  partially
offset by an  increase in expense to support  our growth  initiatives,  enhanced
customer service and improve our network.

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

Revenues
<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                          March 31,
                                                                   ------------------------
                                                                      2000        1999          Increase
                                                                     -----       ------         --------
       <S>                                                           <C>         <C>         <C>      <C>

       Local services revenues...................................    $2,045      $1,871      $174     9.3%

</TABLE>


     Local  services  revenues.  Local  services  revenues  include  retail  and
wholesale basic monthly  service fees,  fees for calling  services such as voice
messaging and caller identification,  wireless revenues, subscriber line charges
("SLCs"),  MegaBit  data services,  local number  portability  ("LNP")  charges,
public phone revenues,  interconnection,  paging and installation and connection
charges. State public service commissions regulate most local service rates.

                                       11
<PAGE>

     Local  services  revenues  increased  primarily  due to  greater  sales  of
wireless and calling services.  Wireless services  accounted for $66 and calling
services  accounted for $23 of the revenue increase.  Increased demand for basic
monthly services, including second line installations,  accounted for $25 of the
revenue increase over the quarter ended March 31, 1999. Reductions in regulatory
rate changes added $17 to the revenue growth.  Also  contributing to the revenue
growth were greater revenues from LNP charges,  interconnection  revenue,  SLCs,
paging  services  and  increases  in the  subscriber  base of our  Megabit  data
services.
<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                           March 31,
                                                                    ------------------------
                                                                       2000        1999         Increase
                                                                      ------      ------        --------
      <S>                                                              <C>         <C>        <C>      <C>


      Access services revenues...................................      $710        $672       $38      5.7%
</TABLE>



     Access services  revenues.  Access services  revenues are derived primarily
from charging  interexchange  carriers ("IXCs"),  such as AT&T and MCI WorldCom,
for use of our  local  network  to  connect  customers  to  their  long-distance
networks.  Also  included in access  services  revenues  are special  access and
private line revenues from end-users buying dedicated local exchange capacity to
support their private networks.

     Increased demand for private line and special access  services,  as well as
demand  from  IXCs   resulted  in  a  $74   increase   for  the  quarter   ended
March 31, 2000.  Access minutes of use increased 4.7% for the three months ended
March 31, 2000.  Offsetting  demand  increases  were FCC and state mandated rate
reductions aggregating $36 primarily relating to access reforms.
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                         March 31,
                                                                  ------------------------
                                                                     2000        1999          Decrease
                                                                    ------      ------         --------
     <S>                                                             <C>         <C>       <C>      <C>

     Long-distance services revenues.............................    $106        $171      $(65)    (38.0)%
</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 for the
three  months  ended  March 31, 2000  was  primarily   attributable  to  greater
competition and strategic price reductions resulting in revenue declines of $57.
Mandated rate reductions of $10 for the three months ended  March 31, 2000  also
contributed to the revenue decrease.

     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.

                                       12
<PAGE>

<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                           March 31,
                                                                    ------------------------
                                                                       2000        1999         Increase
                                                                      ------      ------        --------
     <S>                                                                <C>         <C>       <C>     <C>

     Other services revenues......................................      $90         $74       $16     21.6%
</TABLE>



     Other  services  revenues.  Other  services  revenues  include  billing and
collection services for IXCs,  collocation  services for other competitive local
exchange carriers  ("CLECs") and sales of customer  equipment.  The increase for
the three months ended March 31, 2000 were primarily attributable to billing and
collection revenues.

Operating Expenses
<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                       March 31,
                                                                 -----------------------
                                                                    2000        1999          Decrease
                                                                   ------      ------         --------
     <S>                                                            <C>         <C>       <C>       <C>

     Employee-related expenses................................      $802        $893      $(91)     (10.2)%
</TABLE>



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

     Employee-related  expenses  decreased  primarily  due  to  improvements  in
benefit-related  costs,  primarily in our pension plan,  mainly  attributable to
favorable returns on pension plan assets.  Pension credits were $69 in the first
quarter of 2000 compared to $19 in the first quarter of 1999. We anticipate  our
pension  credit for the remaining  quarters in 2000 will be consistent  with our
first quarter's  experience.  Partially  offsetting the decrease in expenses was
increased  employee levels related to growth in several sectors of the business,
primarily wireless and data communications.  Additionally, increased commitments
towards  improving  customer  services,  including  responding  to requests  for
installation   and   repair   services,   resulted   in  higher   labor   costs.
Across-the-board  wage  increases  also offset the decrease in  employee-related
expenses.  The number of employees increased from 47,007 at the end of the first
quarter of 1999 to 48,406 at March 31, 2000. We anticipate that employee-related
expenses will be higher in the quarter in which the Qwest merger closes,  due to
retention  initiatives (awards and bonuses)  associated with the consummation of
the merger. See "Special Note Regarding Forward-Looking Statements" on page 10.

                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                           March 31,
                                                                    ------------------------
                                                                       2000        1999         Increase
                                                                      ------      ------        --------
     <S>                                                               <C>         <C>       <C>      <C>

     Other operating expenses......................................    $777        $624      $153     24.5%
</TABLE>



     Other operating  expenses.  Other operating expenses include access charges
paid to carriers  for the  routing of local and  long-distance  traffic  through
their facilities,  taxes other than income taxes, and other selling, general and
administrative  costs. The increase in other operating  expenses for the quarter
ended March 31, 2000, was primarily attributable to the following:

     o    increased   costs  of  product  sales   associated   with  our  growth
          initiatives, including wireless handset costs,

     o    higher property taxes, and

     o    increased  provision for  uncollectibles,  primarily  attributable  to
          increased wireless revenues.
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                         March 31,
                                                                  ------------------------
                                                                      2000        1999         Decrease
                                                                     ------      ------        --------
     <S>                                                              <C>         <C>       <C>      <C>

     Depreciation and
       amortization expense......................................     $564        $585      $(21)    (3.6)%
</TABLE>



     Depreciation  and  amortization  expense.  The decrease in depreciation and
amortization   expense  was  attributable  to  the  cessation  of  depreciation,
beginning  in April 1999,  associated  with access lines that are intended to be
sold. Additionally, in 1999, we accelerated and fully depreciated certain assets
due to changes in technology. Offsetting the decrease in expense was an increase
in depreciation and amortization  expense due to higher overall property,  plant
and equipment balances resulting from continued investment in our network.
<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                           March 31,
                                                                    ------------------------
                                                                       2000        1999         Increase
                                                                      ------      ------        --------
     <S>                                                               <C>         <C>        <C>     <C>

     Other expense-net...........................................      $125        $101       $24     23.8%
</TABLE>
                                       14
<PAGE>



     Other expense-net.  Interest expense was $119 for the first quarter of 2000
compared to $89 for the first  quarter of 1999.  The  increase was due to higher
average debt balances to fund growth initiatives.

     Segment  results.  Segment  results  represent  margins which,  for segment
reporting purposes,  exclude certain costs and expenses,  including depreciation
and amortization. See Note 2 to the consolidated financial statements.
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                         March 31,
                                                                  ------------------------
                                                                                               Increase
                                                                      2000        1999        (Decrease)
                                                                     ------      ------       ----------
     <S>                                                            <C>          <C>       <C>         <C>

     Segment margin results:
     Retail segment.............................................    $1,469       $1,505    $(36)       (2.4)%
     Wholesale segment..........................................       581          530       51        9.6
     Network segment............................................      (661)        (685)      24        3.5
</TABLE>



     Margin from the retail  services  segment  decreased  for the three  months
ended March 31, 2000 from the comparable prior period due to increased operating
expenses.  Revenue from the retail services segment increased 7.1% for the three
months ended  March 31, 2000  over the comparable 1999 period,  primarily due to
growth in local services revenues.  The revenue increase was more than offset by
higher operating expenses driven by growth initiatives and costs associated with
enhancing customer service. Margin from the wholesale services segment increased
as a result of greater demand for access and interconnection services, partially
offset by price  reductions  as  mandated by both  federal and state  regulatory
authorities and higher  operating costs  associated with access charge expenses.
Margin  from the network  services  segment  increased  for three  months  ended
March 31, 2000,  due to greater  levels of  spending  on  network  enhancements,
partially  offset by expenditures to support growth in both retail and wholesale
services segments.
<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                           March 31,
                                                                    ------------------------
                                                                       2000        1999         Increase
                                                                      ------      ------        --------
     <S>                                                               <C>         <C>        <C>     <C>

     Provision for income taxes..................................      $258        $216       $42     19.4%
</TABLE>



Provision  for  income   taxes.   The  provision  for  the  three  months  ended
March 31, 2000  of $258  increased  from the provision for 1999 of $216 due to a
corresponding increase in income before income taxes.

                                       15

<PAGE>

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, 2000  and  December 31, 1999,  approximately $721 and $218,
respectively,  of  floating-rate  debt was exposed to changes in interest rates.
This  exposure  is  primarily  linked to  commercial  paper rates and changes in
3-month LIBOR. A hypothetical increase of 1% in commercial paper rates would not
have  had  a  material  effect  on  our  earnings.   As  of  March 31, 2000  and
December 31, 1999,  we also had $515 and $522, 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  March 31, 2000  and  December 31, 1999,  we had  also  entered  into
cross-currency  swaps with notional  amounts of $133. The  cross-currency  swaps
synthetically  transform $90 and $94 of Swiss Franc borrowings at March 31, 2000
and  December 31, 1999,  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.

     Other assets at December 31, 1999  included  marketable  equity  securities
recorded  at fair value of $334  including  net  unrealized  gains of $325.  The
securities  have exposure to price risk.  The estimated  potential  loss in fair
value  resulting  from a  hypothetical  10%  decrease in prices  quoted by stock
exchanges  would  decrease  the fair value of our equity  securities  by $33. We
transferred  the  marketable  securities we held at December 31, 1999 to another
wholly owned subsidiary of U S WEST.

Recent Regulatory Developments

     Access Reform.  In its access reform order,  the FCC mandated a substantial
restructuring of interstate access pricing beginning July 1, 1997 and continuing
through  2001.  A  significant  portion  of the  services  that were sold  using
minutes-of-use   pricing  are  now  being  charged   using  a   combination   of
minutes-of-use  rates,  flat-rate  presubscribed  interexchange  carrier charges
("PICCs") and SLCs. These changes  generally improve the pricing structure for
our competitive services.

     The  access  reform  order  also  continued  to allow  information  service
providers and purchasers of unbundled  network elements ("UNEs") to avoid access
charges.  This  remains a problem as the volume of  information  service-related
usage continues to increase without an associated increase in revenues.

                                       16
<PAGE>

     In 2000, the incumbent local exchange  carriers  ("ILECs") and MCI WorldCom
appealed  the  February  1999  FCC  order  declaring   Internet  traffic  to  be
interstate.  The FCC order  required  current  agreements  to remain  intact for
reciprocal compensation with CLECs until it rules on this matter. In March 2000,
the U.S. Court of Appeals  partially  vacated and remanded the order back to the
FCC. Until this is resolved, there will remain uncertainty regarding our payment
obligation for Internet traffic.

     Pending before the FCC are several  proposals for access reform,  including
reducing interstate rates to remove universal service support, changing the rate
structure for switched  access to a flat rated  structure,  changing the general
access structure including the removal of the productivity  factor,  eliminating
the PICC for single line customers and a U.S. Court of Appeals  remanded  review
of the  productivity  factor.  Action on these items is  expected  by  mid-2000.
Adoption of access reform  proposals  could result in significant  reductions in
our interstate  revenues.  There is no assurance that such  reductions  would be
offset by increases in other rates.

     Court Remand of 6.5% Productivity Factor. In 1999, the District of Columbia
U.S.  Court of Appeals  issued a ruling  reversing and remanding back to the FCC
its order requiring ILECs to retroactively  increase the productivity  offset to
price caps to 6.5% in their annual  price cap filings.  The Court found that the
FCC's order did not justify the  increase.  In December  1999,  the FCC issued a
notice of proposed  rulemaking  responding  to the issues  raised in the Court's
remand.  The FCC proposed  three  alternative  approaches  to  determining a new
productivity  factor and asked  whether it should be applied  retroactively.  We
expect  the FCC to  issue  its  order by June  2000.  This  issue is also  being
addressed in conjunction with the access reform  proposals.  If the FCC does not
resolve this issue in conjunction with access reform,  it may adopt a new higher
productivity  factor or  modified  formula  which  could  materially  reduce our
interstate access charges.

     Advanced  Telecommunications  Services.  In March  2000,  the  District  of
Columbia U.S.  Court of Appeals  partially  vacated and remanded back to the FCC
its order establishing  expanded collocation  requirements for both conventional
voice and advanced  services.  We have also appealed the December 1999 FCC order
requiring that line sharing be provided as an UNE. Line sharing allows a CLEC to
provide  advanced  services  over the same loop  that the ILEC  uses to  provide
analog voice service.  Previously,  CLECs purchased a separate loop to provision
advanced  services.  In March  2000,  the  Company  and GTE  appealed  the FCC's
December  1999 order on remand  concerning  the  application  of the  unbundling
requirement  to  the  provision  of  advanced  services.  We  believe  the  1996
Telecommunications  Act did not contemplate applying unbundling  requirements to
advanced services.

     InterLATA Long-Distance Entry. We filed applications to enter the interLATA
long-distance business in Arizona, Colorado, Nebraska, Washington and Oregon amd
continue to work with the state  public  utility  commissions  ("PUCs") in those
states to gain approval. We are addressing  operational support system issues on
a regional basis and have agreed to participate in regional testing. In February
2000,  we filed  notices of our  intention to file entry  applications  with our
remaining state PUCs for their review and expect to file actual  applications in
all  states  by the end of 2000,  with FCC  filings  following  favorable  state
action. See "Special Note Regarding Forward-Looking Statements" on page 13.

                                       17
<PAGE>

     Universal  Service  Fees.  In the first  quarter of 2000,  we appealed  two
October 1999 FCC companion orders  implementing a new universal service fund for
non-rural ILECs. The orders adopted a forward-looking  cost model and determined
that an ILEC's costs at a study area (usually  statewide)  level must be greater
than 135% of the nationwide  average to collect from the federal fund. As a part
of these orders, the FCC included a "hold harmless" provision.  This provision
allows ILECs whose collections would otherwise decrease,  to continue collecting
support using current  methods for an  indefinite  period of time.  The FCC will
determine  the  phase-out  period  for these  collections  in 2000.  Because  of
regulatory uncertainty regarding, among other things, the  duration of the "hold
harmless" provision, we are currently unable to accurately estimate our  federal
high cost support for 2000. In 2000,  we will receive  federal high cost support
for six states  under the "hold  harmless"  provisions.  The FCC has stated that
non-rural  carriers  should  look  to the  states  to make up some or all of the
shortfall  in  universal  service  support.  We are in the  process  of  seeking
additional support from the states, but the likelihood of success and the amount
of state support are as yet uncertain.

     Number  Pooling.  In March  2000,  the FCC  issued  an order  substantially
changing the way  telephone  numbers are  allocated  among  carriers in order to
avoid the premature  exhaustion of telephone numbers in North America.  This new
approach must be in place by mid-2001 in our region and will require significant
modifications  to  operational  support  systems and switch  software with costs
exceeding  $100. The FCC has issued a further  notice of proposed  rulemaking to
determine how ILECs may recover these costs in a competitively neutral way.

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.

New Accounting Standards

     In June 1998,  the Financial Accounting Standards Board issued Statement of
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 in the  consolidated  balance
sheets and changes in fair value  generally be recognized  currently in earnings
unless  specific hedge  accounting  criteria are met. This standard is effective
for our 2001 fiscal year,  although  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 2000,  its impact on the
consolidated financial statements would not have been material.

                                       18

<PAGE>

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin No. 101 (the "Bulletin"),  "Revenue Recognition in Financial
Statements," which addresses revenue  recognition issues. The Bulletin requires,
in certain  cases,  nonrefundable  up-front fees for services to be deferred and
recognized over the expected  period of performance.  The Bulletin also requires
that  incremental  direct  costs  incurred in  obtaining  the  up-front  fees be
deferred and recognized  over the same period as the up-front fees. The Bulletin
is  required  to be  adopted by  June 30, 2000.  We are  assessing  the types of
transactions  that may be  impacted  by this  pronouncement.  The  impact of the
Bulletin on the consolidated financial statements is not yet known.

                                       19

<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.  For a discussion of these actions,
see Note 3:  "Commitments and  Contingencies"  - to the  consolidated  financial
statements.

Item 5.  Recent Developments

     Debt Exchange  Offer.  In November 1999,  the Company  issued  $750,000,000
principal  amount  of  7.20%  Notes  ("old  7.20%  Notes")  to  certain  initial
purchasers in a transaction  exempt from the  registration  requirements  of the
Securities Act of 1933, as amended (the  "Securities  Act").  In accordance with
the terms of a  registration  rights  agreement,  on March 27, 2000, the Company
offered to exchange  7.20% Notes for old 7.20%  Notes.  That  exchange  offer is
anticipated  to close in early May 2000.  The Company used the net proceeds from
the sale of the old  7.20%  Notes to repay a  portion  of its  commercial  paper
indebtedness and for general corporate purposes.

     Commercial Paper Credit Facility. On May 5, 2000, U S WEST,  Inc., U S WEST
Capital Funding, Inc. ("Capital Funding"), and the Company executed a $4 billion
364-Day Credit Agreement with the banks listed therein and Morgan Guaranty Trust
Company of New York, as  Administrative  Agent,  J.P. Morgan Securities Inc. and
Banc of America Securities LLC, Co-Joint Lead Arrangers and Bookrunners; Salomon
Smith Barney, Inc., Chase Securities Inc. and Commerzbank AG, Co-Arrangers; Bank
of America, N.A., Syndication Agent; and Citibank, N.A., and The Chase Manhattan
Bank,  Co-Documentation  Agents, to refinance and replace the Company's existing
credit facilities.  The new $4 billion  replacement credit facility,  along with
existing credit facilities, provide credit support for Capital Funding's and the
Company's commercial paper programs.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit No.

(2-A)     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).

(2-B)     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).

                                       20
<PAGE>

(3-A)     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).

(3-B)     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.

(4-A.3)   Registration  Rights  Agreement,  dated October 26, 1999,  between U S
          WEST  Communications,  Inc. and the initial  purchasers  named therein
          (Exhibit 4a to Form 10-K for the period ended December 31, 1999,  File
          No. 1-3040).

(4-B)     Indenture,  dated as of  October  15,  1999,  by and  between U S WEST
          Communications,  Inc.  and  Bank  One  Trust  Company,  NA as  Trustee
          (Exhibit 4b to Form 10-K for the period ended December 31, 1999,  File
          No. 1-3040). The form or forms of debt securities with respect to each
          particular  series of debt  securities  registered  hereunder  will be
          filed  as an  exhibit  to a  Current  Report  on Form  8-K of U S WEST
          Communications, Inc. and incorporated herein by reference.

(10-A)    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).

(10-B)    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).

(10-C)    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).

                                       21
<PAGE>

(10-D)    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).

(10-E)    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).

(10-F)    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 10g to Form 10-K for the period ended December 31, 1983, File
          No. 1-3040).

(10-G)    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, 1984, File No. 1-3040).

(10-H)    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).

(10-I)    Form of Agreement for Purchase and Sale of Telephone Exchanges,  dated
          as of June 16, 1999,  between Citizens  Utilities Company and U S WEST
          Communications,  Inc.  (Exhibit  99-B to Form 8-K dated June 17, 1999,
          File No. 1-3040).

(10-J)    364-Day $800 Million  Credit  Agreement  dated May 19, 1999,  with the
          banks listed therein and Morgan Guaranty Trust Company of New York, as
          administrative  agent. (Exhibit 10-J to Form 10-Q for the period ended
          June 30, 1999, File No. 1-3040).


                                       22
<PAGE>

(10-K)    Amendment No. 1 to Credit Agreement, dated as of June 11, 1999, to the
          364-Day $800 Million Credit Agreement, dated as of May 19, 1999, among
          the  Company,  U S WEST,  Inc.,  the banks  listed  therein and Morgan
          Guaranty Trust Company of New York, as administrative  agent. (Exhibit
          10-K to Form  10-Q  for the  period  ended  June  30,  1999,  File No.
          1-3040).

10-L      364-Day $4.0 Billion Credit  Agreement dated as of May 5, 2000,  among
          U S WEST  Capital Funding,  Inc., the Company and U S WEST,  Inc., the
          banks listed  therein,  and Morgan Guaranty Trust Company of New York,
          as administrative agent.

27        Financial Data Schedule
___________________
( )       Previously filed.


(b) Reports on Form 8-K filed  during the first  quarter of 2000 and through the
filing of this Form 10-Q.

(i)       Form 8-K,  dated  February 11,  2000,  providing  notification  of the
          release of the fourth quarter 1999 earnings of the Company.

(ii)      Form 8-K, dated April 28, 2000, providing  notification of the release
          of the first quarter 2000 earnings of the Company.

(iii)     Form 8-K,  dated April 28,  2000,  providing  notification  of a press
          release  announcing  that the Company had extended its exchange  offer
          for $750 million of 7.20% Notes due November 1, 2004.

                                       23
<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 12, 2000

                                       24
<PAGE>