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

                              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, 1998

                                   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) 896-3099

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>


Form 10-Q - Part I                          U S WEST Communications, Inc.
<TABLE>
<CAPTION>

                                 Form 10-Q
                             TABLE OF CONTENTS

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

1.        U S WEST Communications, Inc. Financial Information

            Consolidated Statements of Income -
               Three Months Ended March 31, 1998 and 1997                   3

            Consolidated Balance Sheets -
               March 31, 1998 and December 31, 1997                         4

            Consolidated Statements of Cash Flows -
               Three Months Ended March 31, 1998 and 1997                   6

            Notes to Consolidated Financial Statements                      7

2.        U S WEST Communications, Inc. Management's Analysis of the
            Results of Operations - (Reduced disclosure
               format pursuant to                                           9
            General Instruction H(2))


                         PART II - OTHER INFORMATION

1.        Legal Proceedings                                                14

6.        Exhibits and Reports on Form 8-K                                 14

</TABLE>

<PAGE>
Form 10-Q - Part I
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS                      U S WEST COMMUNICATIONS, INC.
OF INCOME (Unaudited)

-------------------------------------------------------------------------------
                                                      Three Months Ended
                                                          March 31,
Dollars in Millions                                   1998          1997
------------------------------------------------ ---------------- -------------
<S>                                                      <C>           <C>    

Operating revenues:
  Local service                                           $1,350        $1,231
  Interstate access service                                  698           687
  Intrastate access service                                  206           200
  Long-distance network services                             201           250
  Other services                                             214           179
                                                 ---------------- -------------
     Total operating revenues                              2,669         2,547

Operating expenses:
  Employee-related expenses                                  822           806
  Other operating expenses                                   511           450
  Taxes other than income taxes                               93           105
  Depreciation and amortization                              518           522
                                                 ---------------- -------------
     Total operating expenses                              1,944         1,883
                                                 ---------------- -------------

Operating income                                             725           664

Interest expense                                              91            96
Gain on sale of rural telephone exchanges                      -            18
Other expense - net                                           27            22
                                                 ---------------- -------------

Income before income taxes                                   607           564
Provision for income taxes                                   233           215
                                                 ---------------- -------------

NET INCOME                                                  $374          $349
================================================ ================ =============

<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>
Form 10-Q - Part I
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS                       U S WEST COMMUNICATIONS, INC.
(Unaudited)

------------------------------------------ ---------------- ------------------
                                              March 31,         December 31,
Dollars in Millions                                1998                 1997
------------------------------------------ ---------------- ------------------
<S>                                           <C>                <C>    

ASSETS

Current assets:
  Cash and cash equivalents                   $    289            $      26
  Accounts and notes receivable  - net           1,533                1,608
  Inventories and supplies                         144                  124
  Deferred tax asset                               196                  226
  Prepaid and other                                 67                   68
                                           ---------------- ------------------

Total current assets                             2,229                2,052

Gross property, plant and equipment             33,447               33,182
Accumulated depreciation                        19,362               19,041
                                           ---------------- ------------------

Property, plant and equipment - net             14,085               14,141

Other assets                                       810                  815
                                           ---------------- ------------------

Total assets                                   $17,124              $17,008
========================================== ================ ==================

<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>
Form 10-Q - Part I
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS                       U S WEST COMMUNICATIONS, INC.
(Unaudited), continued

-------------------------------------- ------------------ ---------------------
                                          March 31,          December 31,
Dollars in Millions                            1998                  1997
-------------------------------------- ------------------ ---------------------
<S>                                            <C>                   <C>   

LIABILITIES AND SHAREOWNER'S EQUITY

Current liabilities:
  Short-term debt                              $  589                $  497
  Accounts payable                              1,230                 1,439
  Employee compensation                           247                   321
  Dividends payable                               374                   192
  Advanced billings and customer                  306                   292
     deposits
  Other                                         1,135                   982
                                         ---------------- ---------------------

Total current liabilities                       3,881                 3,723

Long-term debt                                  4,931                 5,019
Postretirement and other
  postemployment benefit obligations            2,352                 2,365
Deferred income taxes                             925                   891
Deferred credits and other                        635                   610

Contingencies

Shareowner's equity
  Common shares - one share without
     par value, owned by parent                 8,017                 8,017
  Cumulative deficit                           (3,617)               (3,617)
                                         ---------------- ---------------------
Total shareowner's equity                       4,400                 4,400
                                         ---------------- ---------------------
Total liabilities and shareowner's            $17,124               $17,008
  equity
======================================== ================ =====================

<FN>

See Notes to Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>
Form 10-Q - Part I
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF                      U S WEST COMMUNICATIONS, INC.
CASH FLOWS (Unaudited)

----------------------------------------------- --------------- ---------------
Three Months Ended March 31,                          1998            1997
----------------------------------------------- --------------- ---------------
                                                      Dollars in Millions
<S>                                                 <C>           <C>    

OPERATING ACTIVITIES
  Net income                                        $374          $  349
  Adjustments to net income:
    Depreciation and amortization                    518             522
    Gain on sale of rural telephone                    -             (18)
      exchanges
    Deferred income taxes and amortization
      of investment tax credits                       62              22
  Changes in operating assets and
      liabilities:
    Postretirement medical and life                  (24)            (11)
      costs, net of cash fundings
    Accounts receivable                               76              60
    Inventories, supplies and other                  (26)             (3)
      current assets
    Accounts payable and accrued                      97             193
      liabilities
  Other - net                                         12             (12)
                                               --------------- ---------------
  Cash provided by operating activities            1,089           1,102
                                               --------------- ---------------

INVESTING ACTIVITIES
  Expenditures for property, plant and              (550)           (395)
    equipment
  Purchase of PCS licenses                           (18)              -
  Proceeds from (payments on) disposals of
      property, plant and equipment                   19              (7)
  Proceeds from sale of rural telephone                -               7
      exchanges
                                               --------------- ---------------
  Cash used for investing activities                (549)           (395)
                                               --------------- ---------------

FINANCING ACTIVITIES
  Net repayments of short-term debt                  (62)           (429)
  Repayments of long-term debt                       (23)            (54)
  Dividends paid on common stock                    (192)           (307)
  Equity infusions from U S WEST                       -              73
     Communications Group
                                               --------------- ---------------
  Cash used for financing activities                (277)           (717)
                                               --------------- ---------------

CASH AND CASH EQUIVALENTS
  Increase (decrease)                                263             (10)
  Beginning balance                                   26              92
                                               --------------- ---------------
  Ending balance                                    $289          $   82
============================================== =============== ===============

<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>
Form 10-Q - Part I

                         U S WEST COMMUNICATIONS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   For the Three Months Ended March 31, 1998
                             (Dollars in millions)
                                  (Unaudited)

A.   Summary of Significant Accounting Policies

Basis  of  Presentation.  U S  WEST  Communications,  Inc.  (the  "Company")  is
incorporated under the laws of the State of Colorado and is an indirect,  wholly
owned  subsidiary  of U S WEST,  Inc. ("U S WEST") and a major  component of U S
WEST Communications Group ("Communications Group").

The  Consolidated  Financial  Statements  have  been  prepared  by the  Company,
pursuant to the interim  reporting  rules and  regulations  of the Securities an
Exchange  Commission  ("SEC").  Certain  information  and  footnote  disclosures
normally accompanying financial statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
SEC rules and  regulations.  In the  opinion of the  Company's  management,  the
Consolidated  Financial  Statements include all adjustments,  consisting of only
normal  recurring  adjustments,   necessary  to  present  fairly  the  financial
information set forth therein. It is suggested that these Consolidated Financial
Statements  be read in  conjunction  with the  financial  statements  and  notes
thereto  included in the Company's  Form 10-K/A for the year ended  December 31,
1997.

B.    U S WEST Separation

On October 25,  1997,  the Board of  Directors of U S WEST adopted a proposal to
separate U S WEST into two independent companies (the "Separation"). As a result
of the Separation,  the  Communications  Group will become an independent public
company  and will be renamed "U S WEST,  Inc."  ("New U S WEST").  In  addition,
Media Group's  directory  business  known as U S WEST Dex, Inc.  ("Dex") will be
aligned with New U S WEST (the "Dex Alignment").  Following the Separation,  U S
WEST will continue as an  independent  public  company  comprised of the current
businesses  of Media Group other than Dex and will be renamed  "MediaOne  Group,
Inc." ("MediaOne").

The  Separation  will be  implemented  pursuant  to the  terms  of a  separation
agreement  between U S WEST and New U S WEST (the  "Separation  Agreement").  In
connection with the Dex Alignment, (i) U S WEST will distribute,  as a dividend,
an  aggregate  of $850 in value of New U S WEST common stock to holders of Media
Group common stock and (ii) $3.9 billion of U S WEST debt,  currently  allocated
to Media Group, will be refinanced by New U S WEST.

Further  information  about the  Separation  is  contained  in U S WEST's  proxy
statement mailed to all shareowners on April 20, 1998. U S WEST shareowners have
been asked to consider and approve the  Separation  at its annual  meeting to be
held on June 4,  1998.  Subject  to  shareowner  approval,  the  transaction  is
expected to be completed by mid-June 1998.

<PAGE>
Form 10-Q - Part I

                         U S WEST COMMUNICATIONS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in millions)
                                  (Unaudited)

C.  Contingencies

There are pending regulatory actions in local regulatory jurisdictions that call
for price decreases, refunds or both.

Oregon. On May 1, 1996, the Oregon Public Utilities Commission ("OPUC") approved
a  stipulation   terminating  prematurely  the  Company's  alternative  form  of
regulation  ("AFOR")  plan,  and it then  undertook  a review  of the  Company's
earnings.  In May 1997,  the OPUC  ordered  the  Company  to reduce  its  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.  The  one-time  refund is for
interim rates which became  subject to refund when the  Company's  AFOR plan was
terminated on May 1, 1996.

The Company filed an appeal of the order and asked for an immediate  stay of the
refund with the Oregon  Circuit Court which granted the Company's  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 the Company's  favor on most of the
appealed  issues.  The OPUC appealed on March 19, 1998. The potential  exposure,
including interest, at March 31, 1998, is not expected to exceed $210.

Utah. In another  proceeding,  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:  1) unforeseen and
extraordinary  events,  and 2)  misconduct.  The UPSC's  initial  order denied a
refund request from interexchange carriers ("IXCs") and other parties related to
the Tax Reform Act of 1986. The potential exposure, including interest, at March
31, 1998, is not expected to exceed $160.

State Regulatory Accruals. The Company has accrued $148 at March 31, 1998, which
represents  its  estimated  liability  for  all  state  regulatory  proceedings,
predominately  the items  discussed  above.  It is  possible  that the  ultimate
liability could exceed the recorded  liability by an amount up to  approximately
$220.  The Company will  continue to monitor and  evaluate the risks  associated
with its  local  regulatory  jurisdictions,  and will  adjust  estimates  as new
information becomes available.

In addition to its estimated  liability for state  regulatory  proceedings,  the
Company has an accrued liability of approximately $230 at March 31, 1998 related
to refunds in the state of Washington.  The Company expects that the majority of
these refunds will be issued to ratepayers,  IXCs and independent local exchange
carriers ("LECs") during the second- and third-quarters of 1998.

<PAGE>
Form 10-Q - Part I

Item 2.  Management's Analysis of the Results of Operations
         (Dollars in millions)

Some  of  the  information  presented  in  or in  connection  with  this  report
constitutes  "forward-looking  statements"  within the  meaning  of the  Private
Securities Litigation Reform Act of 1995. Although the Company believes that its
expectations  are  based on  reasonable  assumptions  within  the  bounds of its
knowledge of its business and operations,  there can be no assurance that actual
results will not differ  materially  from its  expectations.  Factors that could
cause  actual  results to differ from  expectations  include:  (i) greater  than
anticipated  competition  from new entrants into the local  exchange,  intraLATA
toll and wireless markets, (ii) changes in demand for the Company's products and
services,   including  optional  custom  calling  features,  (iii)  higher  than
anticipated employee levels, capital expenditures,  and operating expenses (such
as costs  associated with year 2000  remediation),  (iv) the loss of significant
customers,   (v)  pending  regulatory  actions  in  state  jurisdictions,   (vi)
regulatory changes affecting the telecommunications  industry, including changes
that could have an impact on the  competitive  environment in the local exchange
market,  (vii) a change in economic  conditions in the various markets served by
the Company's  operations  that could  adversely  affect the level of demand for
telephone,  wireless,  or other services offered by the Company,  (viii) greater
than anticipated  competitive activity requiring new pricing for services,  (ix)
higher  than   anticipated   start-up   costs   associated   with  new  business
opportunities, (x) delays in the development of anticipated technologies, or the
failure of such technologies to perform according to expectations.

Results of Operations - First Quarter 1998 Compared with First Quarter 1997

Following  are  details of the  Company's  reported  net income,  normalized  to
exclude the effects of certain nonoperating items.
<TABLE>
<CAPTION>

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

                                                                  1998            1997           $            %
------------------------------------------------------------ ---------------- ------------- ------------ ------------
<S>                                                          <C>              <C>            <C>          <C>    

Reported net income                                                     $374          $349          $25          7.2
Adjustment to reported net income:
     Gain on sale of rural telephone exchanges(1)                          -          (11)           11            -
                                                             ---------------- ------------- ------------ ------------
Normalized income                                                       $374          $338          $36         10.7
============================================================ ================ ============= ============ ============
<FN>

(1) In first-quarter 1997, the Company sold certain rural telephone exchanges in
Nebraska for a pretax gain of $18 and an after-tax gain of $11.
</FN>
</TABLE>

During 1998, the Company's  normalized income increased $36, or 10.7 percent, to
$374.  The increase in  normalized  income is primarily due to higher demand for
services partially offset by interstate access rate reductions,  higher expenses
related  to   interconnection   and  start-up  costs   associated   with  growth
initiatives, including wireless personal communications services ("PCS").

<PAGE>
Form 10-Q - Part I

Item 2.  Management's Analysis of the Results of Operations (Dollars in
           millions), continued

Operating Revenues
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                        Three Months Ended                     Increase
                                                             March 31,                        (Decrease)
                                               -------------------------------------------------------------------
                                                             1998                 1997           $            %
------------------------------------------------------------------------------------------------------------------

<S>                                                       <C>                  <C>            <C>          <C>
Local service                                             $1,350               $1,231         $119            9.7
Interstate access service                                    698                  687           11            1.6
Intrastate access service                                    206                  200            6            3.0
Long-distance network services                               201                  250         (49)         (19.6)
Other services                                               214                  179           35           19.6
                                                   ---------------------------------------------------------------
Total                                                     $2,669               $2,547         $122            4.8
==================================================================================================================
</TABLE>

Local Service Revenues.  During 1998, local service revenues  increased $119, or
9.7  percent,  to  $1,350,  primarily  as a result of  access  line  growth  and
increased  demand for new product and service  offerings,  and existing  central
office features.  Total reported access lines increased 568,000, or 3.6 percent,
during the past 12 months,  of which 284,000 was  attributable  to second lines.
Second line installations  increased 25.2 percent. Access lines grew 634,000, or
4.1 percent,  when adjusted for sales of  approximately  66,000 rural  telephone
access lines during the past twelve months. Also contributing to the increase in
revenues were rate increases of $17 in various states, and interim  compensation
revenues  from IXCs as a result of the FCC payphone  orders which took effect in
April 1997.

Interstate Access Service Revenues. Interstate access service revenues increased
$11, or 1.6  percent,  to $698  during  1998,  primarily  due to a change in the
classification of universal service fundings which increased revenues by $19. In
1997 these  fundings were offset  against  interstate  access  service  revenues
through a contra-revenue account.  Beginning in 1998 these fundings are recorded
as access expense within other operating  expense.  Excluding the effects of the
reclassification,  interstate  access  revenues  declined  $8,  or 1.2  percent,
primarily  due to the effects of lower prices under the FCC's  current price cap
plan and the effects of 1997  true-ups to  sharing-related  accruals.  Partially
offsetting  these decreases were the effects of a 6.1 percent increase in billed
interstate access minutes of use and increased demand for private line services.

Intrastate Access Service Revenues. Intrastate access service revenues increased
$6 in 1998, or 3.0 percent, to $206,  primarily due to a 7.1 percent increase in
billed  intrastate  minutes of use and higher demand for private line  services.
Partially  offsetting  the  increase  were  net rate  reductions  of $5 in local
jurisdictions, the majority of which were in the state of Washington.

Long Distance Network Services Revenues.  Long-distance network service revenues
decreased  $49,  or 19.6  percent,  to $201,  primarily  due to the  effects  of
competition and rate reductions of $14 in local jurisdictions. Also contributing
to the decline were the  implementation of multiple toll carrier plans ("MTCPs")
in  various  jurisdictions  in 1997.  The MTCPs  essentially  allow  independent
telephone  companies to act as toll carriers and are net income neutral with the
reduction in toll revenues largely offset by increased intrastate access service
revenues and lower access expense.

<PAGE>
Form 10-Q - Part I

Item 2.  Management's Analysis of the Results of Operations (Dollars in
            millions), continued

Other Services  Revenues.  Revenues from other  services  increased $35, or 19.6
percent,  to $214,  primarily  as a result  of  greater  sales  of  inside  wire
maintenance,  continued  market  penetration  in voice  messaging  services  and
increased sales of wireless communication services.

Costs and Expenses
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                              Three Months Ended                 Increase
                                                                   March 31,                    (Decrease)
                                                        ------------------------------------------------------------
                                                                     1998            1997       $            %
--------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>           <C>           <C>         <C>


  Employee-related expenses                                           $822           $806           $16           2.0
  Other operating expenses                                             511            450            61          13.6
  Taxes other than income taxes                                         93            105           (12)        (11.4)
  Depreciation and amortization                                        518            522            (4)         (0.8)
  Interest expense                                                      91             96            (5)         (5.2)
  Gain on sale of rural telephone exchanges                              -             18           (18)            -
  Other expense - net                                                   27             22             5          22.7
  --------------------------------------------------------------------------------------------------------------------
</TABLE>

Employee-Related Expenses. Total employee-related expenses increased $16, or 2.0
percent,  to $822 during 1998,  primarily due to higher contract labor costs and
increased salaries and wages. The higher contract labor costs were predominately
a result of  systems  development  work  (which  includes  expenses  related  to
interconnection  and year 2000  costs)  and  marketing  and sales  efforts.  The
increase  in salaries  and wages was a result of  workforce  increases  and wage
increases  which were  largely  offset by the  transfer of  approximately  1,200
employees during third-quarter 1997 to an unregulated affiliate.

Other  Operating  Expenses.  Other  operating  expenses  increased  $61, or 13.6
percent,  to $511 during  1998.  The  increase  is  primarily  due to  increased
affiliate  expense as a result of the above referenced  transfer of employees to
an unregulated  affiliate,  interconnection  expenses and costs  associated with
growth initiatives  (primarily PCS). Other operating expenses also increased $19
due to the  change  in the  classification  of  the  universal  service  funding
expenses.  Partially  offsetting  the  increases  were  reduced  access  expense
(primarily  due to  dial-around  competition  and the MTCPs) and a 1997  reserve
adjustment associated with billing and collection activities performed for IXCs.

Taxes Other Than Income Taxes.  Taxes other than income taxes decreased $12, or 
11.4 percent, primarily as a result of adjustments related to the 1997 property
tax accrual.

Interest  Expense.  Interest  expense  decreased  $5,  or 5.2  percent,  to $91,
primarily  as a  result  of lower  average  debt  levels  as  compared  to 1997.
Partially  offsetting  the  decrease  was a reduction  in the amount of interest
capitalized resulting from a lower average balance of  telecommunications  plant
under construction.

Gain On Sale of Rural  Telephone  Exchanges.  In 1997,  the Company sold certain
rural telephone exchanges in Nebraska resulting in a pretax gain of $18.

Other  Expense  - Net.  Other  expense  increased  primarily  due to  additional
interest expense associated with the Company's state regulatory liabilities.

Other Items

During the first  quarter  of 1998,  Moody's  downgraded  the  Company's  senior
unsecured  debt from Aa3 to A2 due to recent  regulatory  rulings and  financial
challenges  associated with the Separation.  See  "Contingencies." The Company's
debt  remains   under  review  by  Moody's  for   possible   downgrade   pending
clarification  of  New U S  WEST's  corporate  structure  and  future  strategic
initiatives.

On May 7, 1998, Duff & Phelps reaffirmed the Company's senior unsecured debt and
commercial paper ratings of AA- and D-1+, respectively.

Contingencies

There are pending regulatory actions in local regulatory jurisdictions that call
for price decreases, refunds or both.

Oregon. On May 1, 1996, the OPUC approved a stipulation  terminating prematurely
the  Company's  AFOR  plan,  and it then  undertook  a review  of the  Company's
earnings.  In May 1997,  the OPUC  ordered  the  Company  to reduce  its  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.  The  one-time  refund is for
interim rates which became  subject to refund when the  Company's  AFOR plan was
terminated on May 1, 1996.

The Company filed an appeal of the order and asked for an immediate  stay of the
refund with the Oregon  Circuit Court which granted the Company's  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 the Company's  favor on most of the
appealed  issues.  The OPUC appealed on March 19, 1998. The potential  exposure,
including interest, at March 31, 1998, is not expected to exceed $210.

Utah. In another proceeding, the Utah Supreme Court has remanded a UPSC order to
the UPSC for hearing,  thereby  establishing  two exceptions to the rule against
retroactive   ratemaking:   1)  unforeseen  and  extraordinary  events,  and  2)
misconduct. The UPSC's initial order denied a refund request from IXCs and other
parties related to the Tax Reform Act of 1986. The potential exposure, including
interest, at March 31, 1998, is not expected to exceed $160.

<PAGE>
Form 10-Q - Part I

Item 2.  Management's Analysis of the Results of Operations (Dollars in
          millions), continued

State Regulatory Accruals. The Company has accrued $148 at March 31, 1998, which
represents  its  estimated  liability  for  all  state  regulatory  proceedings,
predominately  the items  discussed  above.  It is  possible  that the  ultimate
liability could exceed the recorded  liability by an amount up to  approximately
$220.  The Company will  continue to monitor and  evaluate the risks  associated
with its  local  regulatory  jurisdictions,  and will  adjust  estimates  as new
information becomes available.

In addition to its estimated  liability for state  regulatory  proceedings,  the
Company has an accrued liability of approximately $230 at March 31, 1998 related
to rate  refunds  in the  state of  Washington.  The  Company  expects  that the
majority of these  refunds will be issued to rate payers,  IXCs and  independent
LECs during the second- and third-quarters of 1998.


<PAGE>
Form 10-Q - Part II                              U S WEST Communications, Inc.

                      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.  While complete assurance cannot be given as
to the outcome of any contingent liabilities, in the opinion of the Company, any
financial  impact to which the Company and its  subsidiaries  are subject is not
expected  to be  material in amount to the  Company's  operating  results or its
financial position.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits
<TABLE>
<CAPTION>

Exhibit No.
<S>               <C>   

12                Statement regarding computation of earnings to
                  fixed charges ratio of U S WEST Communications,
                  Inc.

27                Financial Data Schedule

</TABLE>

(b)  Reports on Form 8-K Filed During the First Quarter of 1998:

         No reports on Form 8-K have been filed for the Company during the
 first quarter of 1998.


<PAGE>
Form 10-Q - Part II                               U S WEST Communications, Inc.


                                SIGNATURES



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



                                               U S WEST Communications, Inc.

May 15, 1998                                   /s/  Allan R. Spies
                                               -----------------------------
                                               Allan R. Spies
                                               Vice President and Chief
                                               Financial Officer