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

FORM 10-Q

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

For the Quarterly Period Ended September 30, 1999

[ ] 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 1-14087

U S WEST, Inc.
(Exact name of registrant as specified in its charter)

A Delaware Corporation 84-0953188
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)

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

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 __

At October 29, 1999, 505,306,250 shares of common stock were outstanding.

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U S WEST, Inc.
Form 10-Q

TABLE OF CONTENTS

Item Page
PART I - FINANCIAL INFORMATION

1. Financial Statements

Consolidated Statements of Income -
Three months and nine months ended September 30, 1999 and 1998................ 3

Consolidated Balance Sheets -
September 30, 1999 and December 31, 1998....................................... 4

Consolidated Statements of Cash Flows -
Nine months ended September 30, 1999 and 1998................................. 5

Notes to Consolidated Financial Statements...................................... 6

2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................................. 16

3. Quantitative and Qualitative Disclosures
About Market Risk................................................................ 26

PART II - OTHER INFORMATION

1. Legal Proceedings....................................................................... 33

2. Changes in Securities and Use of Proceeds............................................... 33

4. Submission of Matters to a Vote of Security Holders..................................... 34

5. Recent Developments..................................................................... 35

6. Exhibits and Reports on Form 8-K........................................................ 35

U S WEST, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share amounts)
(unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----

Operating revenues:
Local services...................................... $1,979 $1,805 $5,779 $5,291
Access services..................................... 688 660 2,057 1,996
Directory services.................................. 336 313 995 929
Long-distance services.............................. 141 202 471 606
Other services...................................... 173 132 455 352
------------ ------------ ------------- ------------
Total operating revenues......................... 3,317 3,112 9,757 9,174
------------ ------------ ------------- ------------
Operating expenses:
Employee-related expenses........................... 1,195 1,104 3,473 3,179
Other operating expenses............................ 657 651 1,996 2,072
Depreciation and amortization....................... 588 558 1,763 1,625
------------ ------------ ------------- ------------
Total operating expenses......................... 2,440 2,313 7,232 6,876
------------ ------------ ------------- ------------
Operating income.......................................... 877 799 2,525 2,298
------------ ------------ ------------- ------------
Other expense:
Interest expense.................................... 203 172 519 378
Terminated merger-related expenses.................. 282 - 282 -
Other (income) expense-net.......................... (4) 19 10 77
------------ ------------ ------------- ------------
Total other expense-net.......................... 481 191 811 455
------------ ------------ ------------- ------------
Income before income taxes................................ 396 608 1,714 1,843
Provision for income taxes................................ 257 229 757 703
------------ ------------ ------------- ------------

Net income................................................ $139 $379 $957 $1,140
============ ============ ============= ============
Basic earnings per share.................................. $0.28 $0.76 $1.90 $2.32
============= =========== ============== ============
Basic average shares outstanding (in 000's)............... 504,771 501,807 504,009 491,608
============= =========== ============== ============

Diluted earnings per share................................ $0.27 $0.75 $1.88 $2.30
============= =========== ============== ============

Diluted average shares outstanding (in 000's)............. 509,014 505,949 508,511 495,718
============= =========== ============== ============

Dividends per share....................................... $0.535 $0.535 $1.820 $1.605
============= =========== ============== ============

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

U S WEST, Inc.
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except share amounts)
September 30, December 31,
1999 1998
---- ----
(unaudited)

ASSETS
Current assets:
Cash and cash equivalents....................................................... $55 $49
Accounts receivable, less allowance for uncollectibles of
$77 and $69, respectively..................................................... 1,785 1,743
Inventories and supplies........................................................ 257 197
Deferred directory costs........................................................ 273 274
Deferred tax assets............................................................. 163 151
Prepaid and other............................................................... 118 78
----------------- -----------------

Total current assets............................................................... 2,651 2,492
Property, plant and equipment-net.................................................. 15,705 14,908
Other assets-net................................................................... 2,604 1,007
----------------- -----------------

Total assets....................................................................... $20,960 $18,407
================= =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt................................................................. $3,379 $1,277
Accounts payable................................................................ 1,436 1,347
Accrued expenses................................................................ 1,762 1,702
Advance billings and customer deposits.......................................... 385 370
----------------- -----------------

Total current liabilities.......................................................... 6,962 4,696
Long-term debt..................................................................... 9,754 8,642
Postretirement and other postemployment benefit obligations........................ 2,635 2,643
Deferred income taxes.............................................................. 454 786
Unamortized investment tax credits................................................. 158 159
Deferred credits and other......................................................... 845 726

Commitments and Contingencies

Stockholders' equity:
Preferred stock - $1.00 par value, 190,000,000 shares authorized, none issued
and outstanding.............................................................. - -
Series A junior preferred stock-$1.00 par value, 10,000,000 shares authorized,
none issued and outstanding.................................................. - -
Common stock-$0.01 par value, 2,000,000,000 shares authorized, 505,305,886 and
503,207,058 issued, 505,001,883 and 502,903,055 outstanding.................
617 532
Retained earnings............................................................... 264 223
Accumulated other comprehensive loss............................................ (729) -
----------------- -----------------
Total stockholders' equity......................................................... 152 755
----------------- -----------------
Total liabilities and stockholders' equity......................................... $20,960 $18,407
================= =================

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

U S WEST, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
(unaudited)
Nine Months Ended
September 30,
1999 1998
---- ----

OPERATING ACTIVITIES
Net income................................................................................ $957 $1,140
Adjustments to net income:
Depreciation and amortization....................................................... 1,763 1,625
Deferred income taxes and amortization of investment tax credits.................... 131 102
Changes in operating assets and liabilities:
Accounts receivable................................................................. (42) (18)
Inventories, supplies and other current assets...................................... (93) (49)
Accounts payable, accrued expenses and advance billings............................. 155 116
Other............................................................................... 81 34
-------------- --------------
Cash provided by operating activities............................................... 2,952 2,950
-------------- --------------
INVESTING ACTIVITIES
Expenditures for property, plant and equipment......................................... (2,681) (1,937)
Payments on disposals of property, plant and equipment................................. (30) (14)
Investment in Global Crossing Ltd. common stock........................................ (2,464) -
Other.................................................................................. (11) (57)
-------------- --------------
Cash used for investing activities..................................................... (5,186) (2,008)
-------------- --------------
FINANCING ACTIVITIES
Net proceeds from short-term debt...................................................... 2,102 1,519
Proceeds from issuance of long-term debt............................................... 1,302 3,066
Repayments of long-term debt........................................................... (307) (411)
Repayments of Old U S WEST debt in connection with the Dex Alignment................... - (3,829)
Net repayments of Old U S WEST debt.................................................... - (198)
Proceeds from issuance of common stock................................................. 60 60
Dividends paid on common stock......................................................... (917) (787)
Dividends paid to Old U S WEST......................................................... - (194)
Payment to Old U S WEST for debt refinancing costs..................................... - (140)
Return of capital from Old U S WEST.................................................... - 13
Purchases of treasury stock............................................................ - (46)
-------------- --------------
Cash provided by (used in) financing activities........................................ 2,240 (947)
-------------- --------------
CASH AND CASH EQUIVALENTS
Increase (decrease).................................................................... 6 (5)
Beginning balance...................................................................... 49 27
-------------- --------------
Ending balance......................................................................... $55 $22
============== ==============

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

U S WEST, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 1999
(dollars in millions, except per share amounts)
(unaudited)

NOTE 1: U S WEST SEPARATION

On June 12, 1998, our former parent company ("Old U S WEST"), separated
into two independent companies (the "Separation"). Old U S WEST conducted its
businesses through two groups: (i) the U S WEST Communications Group (the
"Communications Group"), which included the communications businesses of Old U S
WEST, and (ii) the U S WEST Media Group (the "Media Group"), which included the
multimedia and directories businesses of Old U S WEST. As part of the
Separation, Old U S WEST contributed to us the businesses of the Communications
Group and the domestic directories business of the Media Group known as U S WEST
Dex, Inc. ("Dex"). The alignment of Dex with U S WEST, Inc. (the "Company" or "U
S WEST") is referred to in this document as the "Dex Alignment." Old U S WEST
continues to operate as an independent public company comprised of the
businesses of Media Group other than Dex and has been renamed MediaOne Group,
Inc.

In connection with the Dex Alignment, (i) Old U S WEST distributed to
holders of Media Group common stock, approximately 16,341,000 shares of our
common stock (net of the redemption of approximately 305,000 fractional shares)
with an aggregate of $850 in value (the "Dex Dividend") and (ii) we refinanced
$3,900 of Old U S WEST debt (the "Dex Indebtedness"), formerly allocated to
Media Group.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation. The consolidated financial statements include
the consolidated results of operations, financial position and cash flows of the
businesses that comprise the Communications Group and Dex, as if such businesses
operated as a separate entity for all periods and as of all dates presented.
However, certain financial effects of the Separation and the Dex Alignment,
including interest expense associated with refinancing the Dex Indebtedness and
the dilutive effect of the Dex Dividend, are not reflected in the accompanying
consolidated statements of income prior to the Separation.

For periods prior to the Separation, the consolidated financial
statements include an allocation of certain costs, expenses, assets and
liabilities from Old U S WEST. We believe the allocations were reasonable;
however the amount of costs allocated to us were not necessarily indicative of
the costs we would have incurred if we had operated as a stand-alone company.
The consolidated financial statements may not reflect the future financial
position, results of operations or cash flows or what they would have been had
we operated as a separate, stand-alone company during such periods.

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
fairly present our consolidated results of operations, financial position and
cash flows as of September 30, 1999 and for all periods presented. The financial
statements are subject to year-end audit adjustment. A description of our
accounting policies and other financial information are included in the audited
consolidated financial statements filed with the Securities and Exchange
Commission in our Form 10-K/A for the year ended December 31, 1998. The
consolidated results of operations for the three and nine months ended September
30, 1999 are not necessarily indicative of the results expected for the full
year.

We reclassified prior period revenue amounts to conform to the current
year presentation. For a description of the reclassifications, see our Form 8-K
filed April 21, 1999.

On January 1, 1999, we adopted the accounting provisions required by
the American Institute of Certified Public Accountants' Statement of Position
("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1, among other things, requires that certain
costs of internal use software, whether purchased or developed internally, be
capitalized and amortized over the estimated useful life of the software.
Adoption of the SOP resulted in an increase in net income for the three months
ended September 30, 1999 of $42, or $0.08 per diluted share and $141, or $0.28
per diluted share for the nine months ended September 30, 1999. We expect that
the impact for fiscal year 1999 will be to increase net income by approximately
$150 to $180 or $0.30 to $0.35 per diluted share.

NOTE 3: EARNINGS PER SHARE

The following table is a reconciliation of basic weighted average
shares to diluted weighted average shares (shares in thousands):

Three Months Nine Months
Ended September 30, Ended September 30,
--------------------------------- ------------------------------
1999 1998 1999 1998
---- ---- ---- ----

Basic weighted average shares outstanding....... 504,771 501,807 504,009 491,608
Dilutive effect of stock options................ 4,243 4,142 4,502 4,110
-------------- ------------- ------------- -----------

Diluted weighted average shares outstanding..... 509,014 505,949 508,511 495,718
============== ============= ============= ===========

Certain of the financial effects of the Separation and the Dex
Alignment, including interest expense associated with the refinancing of the Dex
Indebtedness and dilutive effects of the Dex Dividend, are not reflected in the
consolidated statements of income prior to the Separation. The following
presents earnings per share for the nine months ended September 30, 1998 on a
pro forma basis. The pro forma earnings per share amounts give effect to the Dex
Indebtedness and issuance of approximately 16,341,000 shares (net of the
redemption of 305,000 fractional shares) of common stock in connection with the
Dex Alignment as if such transactions had been consummated as of January 1, 1998
(shares in thousands).

Basic Earnings Per Share
Net income....................................... $1,140
Pro forma adjustment(1).......................... (72)
-----------------
Pro forma net income............................. $1,068
=================
Basic weighted average shares(2)................. 491,608
Pro forma adjustment(3).......................... 9,937
-----------------
Pro forma basic weighted average shares.......... 501,545
=================
Pro forma basic earnings per share............... $2.13
=================

Diluted Earnings Per Share
- - --------------------------
Net income....................................... $1,140
Pro forma adjustment(1).......................... (72)
-----------------
Pro forma net income............................. $1,068
=================
Diluted weighted average shares(2)............... 495,718
Pro forma adjustment(3).......................... 9,937
-----------------
Pro forma diluted weighted average shares........ 505,655
=================
Pro forma diluted earnings per share............. $2.11
=================
<FN>
<F1>
(1) Reflects incremental (after-tax) interest expense associated with the Dex
Indebtedness.
<F2>
(2) Historical average shares assume a one-for-one conversion of historical
Communications Group common stock outstanding into shares of U S WEST as of
the Separation.
<F3>
(3) Reflects the issuance of approximately 16,341 shares of common stock (net
of the redemption of approximately 305 fractional shares) issued in
connection with the Dex Alignment as if the shares were issued at the
beginning of the period.
</FN>

NOTE 4: SEGMENT INFORMATION

We operate in four segments: retail services, wholesale services,
network services and directory services. The retail services segment provides
local telephone services, including wireless, data and long-distance services.
The wholesale services segment provides access services that connect customers
to the facilities of interexchange carriers and interconnection to our
telecommunications network to competitive local exchange carriers. Our network
services segment provides access to our telecommunications network, including
our information technologies, primarily to our retail services and wholesale
services segments. The directory services segment publishes White and Yellow
Pages telephone directories, provides electronic directory and other information
services. 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. 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 margins for the retail services and wholesale services
segments exclude network and corporate expenses. The margins for the network and
directory services segment exclude corporate expenses. The "other" category
includes our corporate expenses and intersegment eliminations.

Total
Communications
and
Retail Wholesale Network Related Directory Reconciling Consolidated
Services Services Services Services Services Other Items Total
-------- -------- -------- -------- -------- ----- ----- -----

Three Months Ended
September 30,
1999
- - ----
Operating
revenues..... $2,270 $725 $63 $3,058 $338 $- ($79) (1) $3,317
Margin....... 1,560 549 (699) 1,410 190 (34) (1,170) (2) 396
Assets....... -(3) -(3) -(3) -(3) 546 -(3) 20,414(3) 20,960
Capital
expenditures. 144(4) 25 877 1,046 10 (5) - 1,051
1998
- - ----
Operating
revenues..... $2,157 $643 $51 $2,851 $316 $- ($55) (1) $3,112
Margin....... 1,554 464 (726) 1,292 160 (11) (833)(2) 608
Assets....... -(3) -(3) -(3) -(3) 518 -(3) 17,543(3) 18,061
Capital
expenditures. 49(4) - 507 556 6 27 - 589

<FN>

- - -----------------------
<F1>
(1) Represents primarily intersegment charges.
<F2>
(2) Adjustments made to arrive at consolidated income before income taxes
include the following:
</FN>

Three Months Ended September 30,
------------------------------------------
1999 1998
------------------- -------------------

Costs and adjustments excluded from segment data
but included in the consolidated total:
Taxes other than income taxes................................... $101 $84
Depreciation and amortization................................... 588 558
Interest expense................................................ 203 172
Terminated merger-related expenses.............................. 282 -
Other (income) expense-net...................................... (4) 19
------------------- -------------------
$1,170 $833
=================== ===================

<FN>
<F1>
(3) We do not provide a breakout of assets for all segments to our chief
operating decision-maker. The reconciling items column represents the
amount to reconcile to the consolidated total.
<F2>
(4) 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.
</FN>

Nine Months Ended
September 30,
1999
----
Operating
revenues......... $6,660 $2,134 $178 $8,972 $1,002 $- ($217) (1) $9,757
Margin........... 4,607 1,604 (2,083) 4,128 530 (70) (2,874) (2) 1,714
Assets........... -(3) -(3) -(3) -(3) 546 -(3) 20,414(3) 20,960
Capital
expenditures..... 348(4) 65 2,346 2,759 27 33 - 2,819
1998
----
Operating
revenues......... $6,337 $1,916 $150 $8,403 $936 $- ($165)(1) $9,174
Margin........... 4,662 1,423 (2,031) 4,054 472 (199) (2,484) (2) 1,843
Assets........... -(3) -(3) -(3) -(3) 518 -(3) 17,543(3) 18,061
Capital
expenditures..... 286(4) - 1,539 1,825 27 68 - 1,920

<FN>
<F1>
(1) Represents primarily intersegment charges.
<F2>
(2) Adjustments made to arrive at consolidated income before income taxes
include the following:
</FN>

Nine Months Ended September 30,
------------------------------------------
1999 1998
------------------- -------------------

Costs and adjustments excluded from segment data but included
in the consolidated total:
Restructuring costs............................................. $- $129
Taxes other than income taxes................................... 300 275
Interest expense................................................ 519 378
Depreciation and amortization................................... 1,763 1,625
Terminated merger-related expenses.............................. 282 -
Other expense-net............................................... 10 77
------------------- -------------------
$2,874 $2,484
=================== ===================
<FN>
<F1>
(3) We do not provide a breakout of assets for all segments to our chief
operating decision-maker. The reconciling items column represents the
amount to reconcile to the consolidated total.
<F2>
(4) 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.
</FN>

In addition to the operating revenues disclosed above, intersegment
operating revenues of the retail services, network services and directory
services segments were:

Three Months Nine Months
Ended September 30, Ended September 30,
------------------------------- ------------------------------

1999 1998 1999 1998
---- ---- ---- ----

Retail services................................. $13 $7 $34 $22
Network services................................ 15 16 46 48

Directory services.............................. 2 2 7 7

NOTE 5: OTHER COMPREHENSIVE LOSS

Other comprehensive loss at September 30, 1999 consists of $729 of net
unrealized losses on available for sale marketable securities, which are net of
deferred taxes of $476.

Total comprehensive income (loss) for the three and nine months ended
September 30, 1999 is as follows:

September 30, 1999
Three months ended Nine months ended
------------------ -----------------

Net income..................................................... $139 $957
Other comprehensive loss-
Net unrealized losses on available for sale marketable
securities................................................. (815) (732)
Less reclassification adjustment for gains included in net
income..................................................... 3 3
------------------------ -----------------------
Comprehensive income (loss).................................... ($673) $228
======================== =======================

NOTE 6: COMMITMENTS AND CONTINGENCIES

Commitments

We 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 September 30, 1999, we have a remaining commitment of $49 to
be paid in a combination of cash and services through 2004.

Contingencies

U S WEST Communications, Inc. ("USWC"), a wholly owned subsidiary, has the
following pending regulatory action in Oregon.

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

USWC filed an appeal of the order and asked for an immediate stay of the
refund with the Oregon Circuit Court which granted USWC'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 USWC's 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. USWC continues to charge interim rates, subject to
refund, during the pendency of that appeal.

On September 9, 1999, USWC and the OPUC staff reached a tentative
settlement agreement whereby USWC would refund approximately $230 and provide
ongoing rate reductions of $63. The agreement is subject to public hearing and
final OPUC approval. We have reserved for the proposed refunds.

Other Contingencies. In 1999, twelve complaints were filed against us and
our directors in the following jurisdictions: California Superior Court, Los
Angeles County (1); New York Supreme Court, New York County (1); Colorado
District Court, City and County of Denver (2); Delaware Court of Chancery (8).
These actions are purported class actions brought on behalf of all persons,
other than the defendants, who own our common stock against us and our
directors. Each of the complaints makes substantially similar allegations that
the defendants breached their fiduciary duties to the class members by refusing
to seek all bona fide offers for the Company and refusing to consider the Qwest
Communications International Inc. ("Qwest") proposal, resulting in the
stockholders being prevented from maximizing the value of their common stock.
The complaints seek various injunctive and monetary relief, including orders: a)
requiring defendants to act in accordance with their fiduciary duties by
considering any bona fide proposal which would maximize stockholder value; b)
requiring the directors to undertake an evaluation of our Company as a
merger/acquisition candidate and take steps to enhance that value and create an
active auction for our Company; c) preventing defendants from using a
stockholder rights plan to impede any bona fide offer for our Company; d)
enjoining the consummation of the proposed Global Crossing Ltd. ("Global
Crossing")-U S WEST merger until all alternatives are explored; e) requiring
defendants to account for all damages suffered by plaintiffs as a result of
defendants' actions with respect to the tender offer for the shares of Global
Crossing common stock by us and the proposed Global Crossing-U S WEST merger;
and f) requiring defendants to pay damages to plaintiffs. We intend to
vigorously defend these actions.

On October 1, 1999, a Fifth Amended Class Action Complaint was filed in the
District Court, Larimer County, Colorado, against us and USWC purportedly on
behalf of 220,000 customers in the State of Colorado. The complaint alleges that
from 1993 to the present, we and USWC, 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 USWC intend to vigorously defend this action.

The New Mexico Public Regulation Commission is expected shortly to rule on
a petition by its Staff to require USWC to reduce revenues on an interim basis
by $29. Rates are interim pending the completion of a full rate case during
2000.

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 consolidated
results of operations or financial position.

NOTE 7: MERGER AGREEMENTS

In May 1999, we entered into an agreement to merge with Global Crossing. In
connection with the Global Crossing merger agreement, in June 1999, we completed
a cash tender offer for approximately 39 million shares of Global Crossing
common stock at a price of $62.75 per share for an aggregate purchase price of
$2,464. The transaction was financed through the issuance of $1,000 of debt
securities maturing June 2000, with interest based on LIBOR, and the issuance of
commercial paper for approximately $1,500. We entered into a line of credit for
$1,500 as a backup facility in issuing the commercial paper. The line of credit
expires June 2000. Commitment fees on the unused portion of the line of credit
are .125%. As of September 30, 1999, there was no outstanding balance on the
line of credit.

In July 1999, we entered into an agreement to merge with Qwest. Under the
terms of the merger agreement, Qwest will issue shares of its common stock
having a value of $69.00 for each share of our common stock, subject to a
"collar" on Qwest's Average Price (as defined below) between $28.26 and $39.90
per share. The exchange ratio, and accordingly, the number of Qwest shares to be
issued for each U S WEST share will be determined by dividing $69.00 by the
average of the volume weighted averages of the trading prices of Qwest common
stock for the 15 trading days randomly selected by lot, by Qwest and us together
from the 30 consecutive trading days ending on the third trading day preceding
the closing of the transaction (the "Average Price"). If Qwest's Average Price
is less than $28.26, the exchange ratio will be 2.44161. If Qwest's Average
Price is greater than $39.90, the exchange ratio will be 1.72932.

The obligation, if necessary, under the "collar" may be satisfied in whole
or in part with cash if Qwest's Average Price is below $38.70 per share. In
determining the cash amount for the "collar", Qwest and our Company will
consider Qwest's desire to reduce dilution to its stockholders, our desire to
provide a cash element to our stockholders and both companies' desire to
maintain the merged company's strong financial condition. We may terminate the
merger agreement if the closing price of Qwest's shares is below $22.00 for 20
consecutive trading days before the closing, or if the Average Price of Qwest
shares during the measurement period is less than $22.00. The Boards of
Directors of both Qwest and our Company and their and our stockholders approved
the proposed merger. The merger is subject to federal and state regulatory
approvals without significant conditions and other customary closing conditions.
Closing of the merger is expected by mid-2000.

In connection with the Qwest/U S WEST merger, our Company and Global
Crossing agreed to terminate the merger agreement between us. In consideration
for terminating the merger agreement, we paid Global Crossing $140 in cash and
2,231,076 shares of Global Crossing common stock valued at $140. Qwest provided
us a $140 loan to pay for the cash portion of the termination fee. The loan
bears interest at LIBOR plus 0.15% and is due December 31, 2001. If our merger
with Qwest is terminated because we change our recommendation for the merger, we
will be obligated to repay $70 in cash to Qwest and we will receive from Qwest
1,115,538 shares of Global Crossing common stock or the market value in cash at
the time of the termination. If termination is not caused by our changing our
recommendation, Qwest will not receive reimbursement for its $140 loan and will
have to deliver to us the same number of shares of Global Crossing common stock
delivered to Global Crossing by us or pay us the market value in cash at the
time of the termination.

NOTE 8: SALE OF EXCHANGES

In June 1999, we entered into a series of definitive agreements to sell
local-exchange telephone properties serving approximately 530,000 access lines
in nine states for approximately $1,650 in cash, subject to adjustment. Approval
of the sale is subject to review by federal and state regulatory agencies. The
transfer of ownership, which will occur on a state-by-state basis, is expected
to be completed over the next two years.

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, 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, data and
directories markets, causing loss of customers and increased price
competition;

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

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

o the loss of significant customers;

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

o acceleration of the deployment of advanced new services to customers, such
as broadband data, wireless and video services, which would require
substantial expenditure of financial and other resources,

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

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

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

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

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

o the timing and completion of the recently 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. We cannot
always predict or determine after the fact what factors would cause actual
results to differ materially from those indicated by our forward-looking
statements or other statements. In addition, consider statements that include
the terms "believes," "belief," "expects," "plans," "objectives," "anticipates,"
"intends," or the like to be uncertain and forward-looking. All cautionary
statements should be read as being applicable to all forward-looking statements
wherever they appear.

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

General

On June 12, 1998, our former parent company, herein referred to as ("Old U
S WEST"), separated into two independent companies (the "Separation"). Old U S
WEST conducted its businesses through two groups: (i) the U S WEST
Communications Group (the "Communications Group"), which included the
communications businesses of Old U S WEST, and (ii) the U S WEST Media Group
(the "Media Group"), which included the multimedia and directories businesses of
Old U S WEST. As part of the Separation, Old U S WEST contributed to us the
businesses of the Communications Group and the domestic directories business of
the Media Group known as U S WEST Dex, Inc. ("Dex"). The alignment of Dex with
our Company is referred to in this document as the "Dex Alignment." Old U S WEST
has continued as an independent public company comprised of the businesses of
Media Group other than Dex and has been renamed MediaOne Group, Inc.

The consolidated financial statements include the consolidated results of
operations, financial position and cash flows of the businesses that comprise
the Communications Group and Dex, as if such businesses operated as a separate
entity for all periods and as of all dates presented. However, certain financial
effects of the Separation and the Dex Alignment, including interest expense
associated with the refinancing of the Dex Indebtedness and the dilutive effect
of the Dex Dividend, are not reflected in the consolidated statements of income
prior to the Separation.

Results of Operations

Three and Nine Months Ended September 30, 1999 Compared with 1998

Several non-recurring items impacted net income for the three and nine
months ended September 1999 and 1998. Results of operations normalized to
exclude the effects of such items, are as follows:

Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------

Increase Increase
1999 1998 (Decrease) 1999 1998 (Decrease)
---- ---- ---------- ---- ---- ----------

Net income ................ $139 $379 ($240) (63.3%) $957 $1,140 ($183) (16.1)%
Non-recurring items........ 282(1) - 282 - 282(1) 89(2) 193 216.9
-------------------------------------------- ---------------------------------------------
Normalized income.......... $421 $379 $42 11.1% $1,239 $1,229 $10 0.8%
============================================ =============================================

Diluted earnings per share. $0.27 $0.75 ($0.48) (64.0%) $1.88 $2.30 ($0.42) (18.3%)
Non-recurring items........ 0.56(1) - 0.56 - 0.56(1) 0.17(2) 0.39 229.4
-------------------------------------------- ---------------------------------------------
Normalized diluted
earnings per share...... $0.83 $0.75 $0.08 10.7% $2.44 $2.48(3) ($0.04) (1.6%)
============================================ =============================================

<FN>
<F1>
(1) Reflects terminated merger-related expenses.
<F2>
(2) Reflects charges for Separation costs and an asset impairment.
<F3>
(3) Does not foot due to rounding.
</FN>

Net income, normalized for non-recurring items, increased by $42, or 11.1%
to $421 for the quarter ended September 30, 1999 and increased $10, or 0.8% to
$1,239 for the nine months ended September 30, 1999. We experienced a 6.6% and
6.4% increase in revenues for the three and nine months ended September 30,
1999, respectively, over the comparable 1998 periods. These increases were
partially offset by increases in expenses to support our growth initiatives,
enhance customer service and greater network costs.

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

Operating Revenues

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Increase
---- ---- -------- ---- ---- --------

Local services revenues......... $1,979 $1,805 $174 9.6% $5,779 $5,291 $488 9.2%

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

Local services revenues increased primarily due to greater sales of
wireless and calling services. Wireless services accounted for $44 and $116 of
the revenue increases for the three and nine months ended September 30, 1999,
respectively. Revenues from calling services increased $30 for the quarter ended
September 30, 1999 and $96 for the nine months ended September 30, 1999, over
comparable 1998 periods. Additionally, access line growth contributed to the
rise in revenues. Second line additions by residential and small business
customers contributed to access line growth due to continuing demand for
Internet access and data transport capabilities. As of the end of the third
quarter of 1999, we had added 504,000 access lines, an increase of 3.1% over the
end of the third quarter of 1998. Of this increase, residential second line
installations accounted for 240,000 lines, an increase of 16.0% compared with
the end of the third quarter of 1998. Also contributing to the revenue growth
were greater revenues from inside wire maintenance plans, LNP charges,
interconnection revenues and increases in the subscriber base of our Megabit(TM)
data services. Partially offsetting these increases were net regulatory rate
adjustments and refunds of $2 for the three months ended September 30, 1999 and
$21 for the nine months ended September 30, 1999, over the comparable 1998
periods.

While local services revenues increased in 1999, the growth rate has
declined from 1998. The decline in the growth rate was primarily attributable to
increased competition as well as our customer retention strategy of offering
bundles of services to customers at lower prices in return for entering into
longer-term contracts. Additionally, some business customers have opted to
migrate from multiple single lines to high capacity lines, which decreases local
services revenues but increases access services revenues. We believe we may
continue to experience declining growth rates as the level of customer demand
slows and competition increases. In June 1999, we entered into a series of
definitive agreements to sell 530,000 access lines in nine states for $1,650 in
cash, subject to adjustment. The access lines accounted for 3.8% of fiscal 1998
local services revenues. While the sale is expected to provide us with a
one-time gain, it will negatively impact future local services revenue growth.

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Increase
---- ---- -------- ---- ---- --------

Access services revenues........ $688 $660 $28 4.2% $2,057 $1,996 $61 3.1%

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

The growth in access services revenues was attributable to increased demand
for private line and special access services which increased $48 for the quarter
ended September 30, 1999 and $134 for the nine months ended September 30, 1999
over the comparable 1998 periods. Additionally, demand from interexchange
carriers contributed to the revenue increase. Access minutes of use increased
5.3% and 5.2%, respectively, for the three and nine months ended September 30,
1999. The growth in access minutes of use was partially offset by mandated rate
reductions of $52 for the three months ended September 30, 1999 and $113 for the
nine months ended September 30, 1999.

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Increase
---- ---- -------- ---- ---- --------

Directory services
revenues...................... $336 $313 $23 7.3% $995 $929 $66 7.1%

Directory services. Directory services revenues are primarily derived from
selling advertising in our published directories. The increases in directory
services revenues were primarily attributable to increased sales of premium
advertisements and price changes.

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Decrease 1999 1998 Decrease
---- ---- -------- ---- ---- --------

Long-distance
services revenues.......... $141 $202 ($61) (30.2%) $471 $606 ($135) (22.3%)

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 and
nine months ended September 30, 1999 was primarily attributable to greater
competition, strategic price reductions, and the expansion in the number and
size of extended area services, resulting in revenue declines of $55 and $118,
respectively. Mandated rate reductions of $8 and $25 for the three and nine
months ended September 30, 1999, respectively, also contributed to the revenue
decreases. As of September 30, 1999, customers in the 14 states in which we
operate were able to choose an alternative provider for intraLATA calls without
dialing a special access code when placing a call.

We believe we will continue to experience further declines in long-distance
services revenues as regulatory actions provide for increased levels of
competition. We are responding to competition through competitive pricing of
intraLATA long-distance services and increased promotional efforts to retain
customers. See "Special Note Regarding Forward-Looking Statements" on page 16.

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Increase
---- ---- -------- ---- ---- --------

Other services revenues......... $173 $132 $41 31.1% $455 $352 $103 29.3%

Other services revenues. Other services revenues include billing and collection
services for interexchange carriers, customer equipment sales and sales of other
unregulated products, such as U S WEST.net(R), our Internet service. Other
services revenues increased primarily as a result of increased subscribers for U
S WEST.net(R) and customer equipment sales.

Operating Expenses

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Increase
---- ---- -------- ---- ---- --------

Employee-related expenses.....
$1,195 $1,104 $91 8.2% $3,473 $3,179 $294 9.2%

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

Employee related expenses for 1998 include $21 of costs related to the
third quarter 1998 work stoppage. Excluding these costs, employee-related
expenses increased 10.3% and 10.0%, respectively, for the three and nine months
ended September 30, 1999. Employee-related expenses increased because of
increased commitments towards improving customer service, including meeting
requests for installation, repair services and customer services, resulting in
higher labor costs. Additionally, growth in several sectors of the business,
primarily wireless and data communications, resulted in increased employee
levels. Across-the-board wage increases also contributed to the increase in
employee-related expenses. Additionally, included in employee-related expenses
for the nine months ended September 30, 1999, are the salary and benefit costs
for employees who were transferred from Old U S WEST as part of the Separation.
Prior to the Separation, these costs were allocated to us and included in other
operating expenses. Partially offsetting these increases was the capitalization
in 1999 of employee-related expenses associated with developing internal use
software due to the adoption of the AICPA's Statement of Position ("SOP") 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." In accordance with the SOP, $22 and $60 were capitalized for the
quarter and nine months ended September 30, 1999, respectively. An increase in
pension credits of $47 also partially offset the increase in employee-related
expenses for the nine months ended September 30, 1999.

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Decrease
---- ---- -------- ---- ---- --------

Other operating expenses........ $657 $651 $6 0.9% $1,996 $2,072 ($76) (3.7%)

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, paper, printing, delivery and
distribution costs associated with publishing activities and other selling,
general and administrative costs. Included in the nine months ended September
30, 1998 were $129 of Separation costs and asset impairment charges. Excluding
these charges, other operating expenses increased $53, or 2.7% for the nine
months ended September 30, 1999. The increases in other operating expenses for
the quarter and nine months ended September 30, 1999, were primarily
attributable to the following:

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

o higher access charge expenses resulting from regulatory rulings that
require us to pay access charges to carriers for calls that originate on
our network and terminate on other carriers' networks,

o higher property taxes,

o Year 2000 remediation costs, and

o higher rent expense related to increased computer hardware leasing and
increases in leasing costs associated with telephone poles.

In addition, the increase in other operating expenses for the nine months
ended September 30, 1999, was also due to higher marketing and advertising costs
for wireless, data communications services and calling services such as caller
identification.

Offsetting the increases in other operating expenses were the effects of
capitalizing $62 and $208 for the quarter and nine months ended September 30,
1999, respectively, of costs associated with developing internal use software in
accordance with SOP 98-1. A $20 refund related to a gross receipts tax
settlement also offset increases to expenses for the three and nine months ended
September 30, 1999. Additionally, for the nine months ended September 30, 1999,
the transfer of employees from Old U S WEST as part of the Separation resulted
in the reclassification of related salary and benefit costs to employee-related
expenses.

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Increase
---- ---- -------- ---- ---- --------

Depreciation and
amortization expense....... $588 $558 $30 5.4% $1,763 $1,625 $138 8.5%

Depreciation and amortization expense. Depreciation and amortization expense
increased primarily due to higher overall property, plant and equipment balances
resulting from continued investment in our network. Additionally, the useful
lives of certain assets were reduced, reflecting changes in technology, causing
greater depreciation expense. Partially offsetting the increases was the
cessation of depreciation associated with the 530,000 access lines that are
under definitive sales agreements entered into in the second quarter of 1999.

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Increase
---- ---- -------- ---- ---- --------

Other expense-net........... $481 $191 $290 151.8% $811 $455 $356 78.2%

Other expense-net. Interest expense was $203 for the third quarter of 1999
compared to $172 for the third quarter of 1998. Interest expense was $519 for
the nine months ended September 30, 1999, compared to $378 for the comparable
prior period. The increase in interest expense for the quarter and nine months
ended September 30, 1999 was primarily attributable to the debt incurred for the
Global Crossing stock purchase. The $3,900 debt assumed in the Separation as
part of the Dex Alignment contributed to the increase in interest expense for
the nine months ended September 30, 1999.

Also included in other expense-net was other income of $4 for the quarter ended
September 30, 1999, compared to other expense of $19 for the quarter ended
September 30, 1998 and other expense of $10 for the nine months ended September
30, 1999, compared to other expense of $77 for the prior comparable period. The
decreases in other expense were due to a reduction in regulatory interest
expense, gains on sales of real estate and marketable securities and interest
earned on a gross receipts tax settlement. Additionally, the decrease in other
expense-net for the nine months ended September 30, 1999 was also due to the
reduction in interest expense attributable to an anticipated settlement of
federal income tax liabilities for tax years still under audit.

We incurred a one-time charge of $282 to dissolve the proposed merger with
Global Crossing. The charge includes a cash payment of $140 to Global Crossing,
the issuance of $140 of Global Crossing stock purchased in the Global Crossing
tender offer and $2 of miscellaneous merger-related costs.

Three Months Nine Months
Ended September 30, Ended September 30, Increase
1999 1998 Increase 1999 1998 (Decrease)
---- ---- -------- ---- ---- ----------

Segment margin results:
Retail segment.................. $1,560 $1,554 $6 0.4% $4,607 $4,662 ($55) (1.2)%
Wholesale segment............... 549 464 85 18.3 1,604 1,423 181 12.7
Network segment................. (699) (726) 27 3.7 (2,083) (2,031) (52) (2.6)
Directory segment............... 190 160 30 18.8 530 472 58 12.3

Segment results. For segment reporting purposes, segment margins exclude certain
costs and expenses, including depreciation and amortization, corporate expenses
and taxes other than income. See Note 4 to the consolidated financial
statements.

Margin from the retail services segment decreased for the nine months ended
September 30, 1999 from the comparable prior period due to operating expenses
increasing at a greater rate than revenue growth. Revenue from the retail
services segment increased 5.1% for the nine months ended September 30, 1999
over the comparable 1998 period, primarily due to growth in local services
revenue. The revenue increase was more than offset by higher operating expenses
driven by growth initiatives and costs associated with enhancing customer
service. For the quarter ended September 30, 1999, the retail margin was
consistent when compared to the prior comparable period. Margins from the
wholesale services segment increased as a result of greater demand for access
services and interconnect services, partially offset by price reductions as
mandated by both federal and state regulatory authorities and higher operating
costs associated with access charge expenses. Margins from the network services
increased for three months ended September 30, 1999, due to higher levels of
software capitalization. Margins from the network services segment decreased for
the nine months ended September 30, 1999 as a result of expenditures to support
growth in both the retail and wholesale services segments. Margins from the
directory services segment increased due to growth in directory services revenue
partially offset by increased sales support costs.

Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 Increase 1999 1998 Increase
---- ---- -------- ---- ---- --------

Provision for income
taxes......................... $257 $229 $28 12.2% $757 $703 $54 7.7%

Provision for income taxes. The provision for the three and nine months ended
September 30, 1999 excludes the tax benefit for terminated merger-related
expenses. Excluding the effects of terminated merger-related expenses, the
effective tax rate for the three months ended September 30, 1999 of 37.9%
remained consistent with the rate for the three months ended September 30, 1998
of 37.7%. The effective tax rate for the nine months ended September 30, 1999 of
37.9% remained consistent with the rate for the nine months ended September 30,
1998 of 38.1%.

Liquidity and Capital Resources

Operating Activities. Cash provided by operations remained consistent at $2,952
for the nine months ended September 30, 1999 compared to $2,950 for the prior
comparable period.

Investing Activities. Total capital expenditures, on a cash basis, were $2,681
in 1999 and $1,937 in 1998. Capital expenditures have primarily been, and
continue to be, focused on expanding access line growth, modernization of the
telecommunications network and meeting the requirements of the
Telecommunications Act of 1996 ("the Act"), including interconnection services
such as LNP, operational support systems, collocation and trunking. We continue
to expand our investment to compete in the wireless, data and video markets.

For 1999, we anticipate total capital expenditures will approximate $4,000,
which includes software capitalization, the acceleration of the next generation
of the network, launch of personal communication services in additional markets,
expansion of the Internet data business and greater emphasis on our e-commerce
efforts. Additionally, we will continue our expenditures on interconnection and
LNP to enable competition in compliance with federal regulations. See "Special
Note Regarding Forward-Looking Statements"on page 16.

In connection with our proposed merger agreement with Global Crossing, we
invested $2,464 to purchase approximately 39 million shares of Global Crossing
common stock in a tender offer during the second quarter of 1999. As a result of
our subsequent merger agreement with Qwest in July 1999, we entered into a
termination agreement with Global Crossing under which we were required to pay
Global Crossing $140 and 2,231,076 shares of Global Crossing common stock for
which we paid $140. We obtained a $140 loan from Qwest to satisfy the cash
portion of the termination fee. As of September 30, 1999, the remaining Global
Crossing shares we held had a market value of $981. This market decline, which
we believe to be temporary, has been reflected in accumulated other
comprehensive loss in the stockholders' equity section of the consolidated
balance sheets. See Note 5 to the consolidated financial statements.

Financing Activities. Cash provided by financing activities was $2,240 in 1999
and cash used in 1998 was $947. In 1999, net proceeds from short-term and
long-term debt were $3,404, of which $2,464 was used to finance the Global
Crossing tender offer. We paid dividends on our common shares totaling $917 in
1999 and $787 in 1998.

We maintain commercial paper programs to finance short-term cash flow
requirements, as well as to maintain a presence in the short-term debt market.
As of September 30, 1999, we had lines of credit with a total unused borrowing
capacity of $4,050.

Future cash needs could increase with the pursuit of new business
opportunities and continued implementation of the requirements of the Act.
Regulatory proceedings of the Federal Communications Commission ("FCC") and
state commissions including price cap plans, access charge reforms and
interconnection requirements may negatively impact cash flows. From time to
time, we may consider the acquisition or disposition of assets or businesses or
the acceleration of product deployments that may be material to our financial
condition, and therefore, our cash needs. We expect that such cash needs will be
funded through operations and, when necessary, the issuance of debt securities.

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 September 30, 1999 and December 31, 1998, approximately $3,075 and
$957, 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 and
3-month LIBOR would increase annual pre-tax interest expenses by $31. As of
September 30, 1999 and December 31, 1998, we also had $222 and $228,
respectively, of long-term fixed rate debt obligations maturing in the following
12 months. Any new debt obtained to refinance this debt would be exposed to
changes in interest rates. A hypothetical 10% change in the interest rates on
this debt would not have had a material effect on our earnings.

As of September 30, 1999, all outstanding interest rate swaps and the
associated debt instrument have matured. As of December 31, 1998, we had
interest rate swaps with notional amounts of $155. The swaps synthetically
transformed certain of the Company's floating rate issues into fixed rate
obligations.

As of September 30, 1999 and December 31, 1998, we had also entered into
cross-currency swaps with notional amounts of $133 and $204, respectively. The
cross-currency swaps synthetically transform $100 and $182 of Swiss Franc
borrowings at September 30, 1999 and December 31, 1998, respectively, into U.S.
dollar obligations. Any gains (losses) on the cross-currency swaps would be
offset by losses (gains) on the Swiss Franc debt obligations.

Other assets at September 30, 1999 included marketable equity securities
recorded at a fair value of $1,140 including net unrealized losses of $1,205.
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 our pre-tax earnings by $114.

Recent Regulatory Developments

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

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

o the FCC has authority to set pricing methodology;

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

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

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

The impact of the Supreme Court ruling is unclear since state regulatory
commissions generally follow the FCC's pricing and unbundling requirements in
setting UNE prices. Further review of the legality of the FCC's pricing rules
has been argued at the Eighth Circuit Court of Appeals. On November 5, 1999, the
FCC released its order addressing the Supreme Court directives regarding
unbundling and Interconnection. The full impact of this order is presently
unclear. However, it largely reaffirms, and in some instances expands, the FCC's
earlier unbundling decisions and may create significant risks of arbitrage for
private line, special access and local business revenues. Appeals of this order
are likely. See "Special Note Regarding Forward Looking Statements" on page 16.

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

We view entry into this business as important to our strategy of providing
an integrated bundle of services to our customers. In 1999, we withdrew our
previously filed applications to enter the interLATA long-distance business in
Wyoming and Montana. We filed an application to enter the interLATA
long-distance business in Arizona in 1999. In April 1999, the Nebraska Public
Service Commission indicated it needed additional information before making a
recommendation to the FCC. We expect to file our first interLATA entry
application with the FCC for its review in 2000. See "Special Note Regarding
Forward-Looking Statements " on page 16.

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

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

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

Pending before the FCC are several areas of access reform including the
reduction of interstate rates to reflect the receipt of universal service
support, changing the rate structure for switched access to a flat rated
structure, an industry proposal for changing the general access structure
including the removal of the productivity factor and a court remanded review of
the productivity factor. Action on these items is expected by mid-2000 but some
items may be decided in 1999.

Advanced Telecommunications Services. On March 31, 1999, the FCC issued an order
establishing expanded collocation requirements for both conventional voice and
advanced services. The FCC also issued a FNPRM on "line sharing." Line sharing
allows a CLEC to provide advanced services over the same loop that the ILEC uses
to provide analog voice service. We expect the FCC to issue an order on line
sharing in the fourth quarter of 1999.

Long-Term Number Portability Tariffs. In July 1999, the FCC issued an order on
our LNP tariff that was originally effective in February 1999. The FCC's order
reduced our tariff from $0.54 per access line to $0.43 per access line. The FCC
also required that the difference between $0.54 and $0.43, previously collected
by the Company, be refunded to customers. We expect to pay the refund in the
fourth quarter of 1999.

Court Remand of 6.5% Productivity Factor. On May 21, 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. The FCC must revise and
reissue its order by April 2000.

Universal Service Fees. On October 8, 1999, the FCC issued orders in response to
the Fifth Circuit Court of Appeals mandate on Universal Service. These orders
were effective on November 1, 1999. The FCC will allow the fees the ILECs pay to
support Universal Service to be recovered in access indefinitely. ILECs that
wish to do so may remove the fees from access and establish a separate end user
charge. The FCC also changed the rules to remove the intrastate end user
revenues from the base for calculating the fees. A tariff filing, effective
November 1, 1999, will reduce the access rates which recover these fees.

Access Pricing Flexibility. The FCC issued an order on pricing flexibility on
August 27, 1999. The FCC removes many vestiges of regulation including price
caps for intraLATA interstate toll because long distance parity has been
achieved for all 14 states. Various levels of pricing flexibility up to and
including the removal of Price Cap regulation are possible when competitive
triggers are reached by geographic areas for special access and switched access
transport. Some pricing flexibility is granted for switched access and
subscriber line charges when certain levels of competition are demonstrated by
geographical area.

Contingencies

We have pending regulatory actions in local regulatory jurisdictions. See
Note 6 to the consolidated financial statements.

Other Items

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

Year 2000 Costs

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

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

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

Network update. With regard to the Network, we are working with our
telecommunications network vendors to obtain and convert to compliant releases
of hardware and software. We also are testing, at our own initiative, in
cooperation with certain of our customers, vendors and other major wireline
telecommunications companies, network equipment over multiple configurations
involving a broad spectrum of services. Toward this end, we participate in the
Telco Year 2000 Forum (the "Forum"), an organization that addresses the year
2000 readiness of network elements and network interoperability. The Forum has
contracted with Telcordia (formerly known as Bellcore), a former affiliate
engaged in telecommunications industry research, development and maintenance
activities, to engage in inter-region interoperability testing. No significant
issues have been found to date. We also participate in (i) the FCC's Network
Reliability and Interoperability Council IV working group, which is tasked to
evaluate the year 2000 readiness of the public telecommunications network, and
(ii) the Alliance for Telecommunications Industry Solutions ("ATIS"), which is
testing inter-network interoperability, and which, in conjunction with the
Cellular Telecommunications Industry Association ("CTIA"), is testing network
interoperability with wireless networks. Our inventory/assessment, planning,
conversion and network testing/certification phases for the Network are
complete. Cooperative testing with certain customers, vendors and other
telecommunications companies is expected to continue for the rest of the year.
As of September 30, 1999, our Network remediation implementation was complete.
Substantial progress has been made with Network contingency planning activities.
We anticipate that the remainder of the Network contingency planning activities
will be complete by the fourth quarter, 1999.

IT update. Within IT, we have identified approximately 570 applications that
support our critical business processes, such as billing and collections,
network monitoring, repair and ordering. The inventory/assessment, planning
phases and conversion for such IT applications are complete. As of September 30,
1999, approximately 99% of IT testing activities and 99% of IT implementation
had been completed. We anticipate that each of these phases for IT will be
complete by November 1999. Substantial progress has been made with IT
contingency planning activities. We anticipate that the remainder of the IT
contingency planning activities will be complete by the fourth quarter, 1999.

Business Units update. Within our Business Units, it is estimated that as of
September 30, 1999, approximately 100% of the inventory/assessment activity,
100% of the planning activity, 99.8% of the conversion activity and 99% of the
testing and remediation implementation activities were complete. We anticipate
that each of these phases will be complete in the Business Units for major
conversions and upgrades by the fourth quarter of 1999. We have recently
initiated Business Unit contingency planning activities and we anticipate those
will be complete by the fourth quarter, 1999.

Costs relating to year 2000. We have spent approximately $232 from the beginning
of 1997 through the end of the third quarter of 1999 on year 2000 projects and
activities. Virtually all year 2000 related expenditures are being funded
through operations.

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

Dependencies. Within Network, we are highly dependent upon our
telecommunications network vendors to provide year 2000 compliant hardware and
software in a timely manner, and on third parties that are assisting us in the
focused testing and implementation phases regarding the Network. Because of
these dependencies, we have developed and implemented a vendor compliance
process whereby we have obtained written assurances of timely year 2000
compliance from most of our critical vendors (not only for Network, but also for
IT and the Business Units). In addition, we monitor and actively participate in
coordinated Network testing activities, as discussed above, with respect to the
Forum, ATIS and Telcordia. Within IT, we depend on the development of software
by experts, both internal and external, and the availability of critical
resources with the requisite skill sets. Because of this dependency, we have
developed detailed timetables, resource plans and standardized year 2000 testing
requirements for identified critical applications (irrespective of whether these
applications are used primarily by IT, the Network or the Business Units).
Within the Business Units, we are dependent on vendor supplied goods and
services and operability of the Network and critical IT and Business Unit
specific applications. Because of these dependencies, we are implementing the
same type of vendor compliance processes and application planning and testing
processes at the Business Units, as discussed above with respect to the Network
and IT. Overall, we have sought compliance assurances from approximately 7,765
vendors concerning approximately 25,769 products and have received assurances
for 99.6% of those products as of September 30, 1999. During 1999, we will
continue to pursue assurances of timely year 2000 compliance for the remaining
critical vendors.

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

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

The above discussion regarding year 2000 contains many statements that are
"forward-looking" within the meaning of the Reform Act. Although we believe that
our estimates are based on reasonable assumptions, we cannot assure you that
actual results will not differ materially from these expectations, beliefs or
estimates. See "Special Note Regarding Forward-Looking Statements" on page 16.

New Accounting Standards

On June 15, 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 on the balance sheet and that
changes in fair value generally be recognized currently in earnings unless
specific criteria are met. The standard is effective for our 2001 fiscal year
though earlier adoption is permitted. Financial statement impacts of adopting
the new standard depend upon the amount and nature of the future use of
derivative instruments and their relative changes in valuation over time. Had we
adopted FAS No. 133 in 1999, its impact on the consolidated financial statements
would not have been material.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Our 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 6: Commitments and Contingencies" - to the consolidated financial
statements.

Item 2. Changes in Securities and Use of Proceeds

Recent Sales of Unregistered Securities

The following describes securities issued by us within the past fiscal
quarter and prior to the filing of the Form 10-Q which were privately placed and
not registered under the Securities Act of 1933, as amended (the "Securities
Act"). We believe that the following issuances of securities were exempt from
the registration requirements of the Securities Act, pursuant to the exemptions
set forth in Section 4(2), Rule 144A, and Regulation S thereof.

(a) On August 25, 1999, and in reliance on Rule 144A and Regulation S of
the Securities Act, U S WEST Capital Funding, Inc. ("Capital Funding"), a
wholly-owned subsidiary of our Company, issued 6-7/8% Notes (the "Notes") in the
aggregate principal amount of $1,150,000,000. Payment of principal and interest
on the Notes is unconditionally guaranteed by us. The Notes will mature and the
principal amount, together with interest accrued and unpaid thereon, will be
payable on August 15, 2001. The Notes will bear interest from August 25, 1999 at
an interest rate of 6-7/8% per annum. Interest will be computed on the basis of
a 360-day year of twelve 30-day months. Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc., Banc of America Securities LLC,
Lehman Brothers Inc., and Salomon Smith Barney Inc. (collectively, the "Initial
Purchasers") purchased the Notes for resale to "qualified institutional buyers"
as defined under Rule 144A, and non-U.S. persons under Regulation S, at 99.874%
of their principal amount ($1,148,551,000 aggregate proceeds to Capital Funding
before deducting commissions and expenses payable by Capital Funding). The
Initial Purchasers received a commission in the amount of $4,025,000. Capital
Funding used the net proceeds from the sale of the Notes to repay a portion of
its commercial paper indebtedness and for general corporate purposes. The Notes
are subject to registration rights that require us to offer registered exchange
notes within 225 days of closing.

(b) On November 1, 1999, and in reliance on Rule 144A and Regulation S of
the Securities Act, U S WEST Communications, Inc. ("Communications"), our
wholly-owned telephone subsidiary, issued 7.20% Notes (the "Communications
Notes") in the aggregate principal amount of $750,000,000. The Communications
Notes will mature and the principal amount, together with interest accrued and
unpaid thereon, will be payable on November 1, 2004. The Communications Notes
will bear interest from November 1, 1999 at an interest rate of 7.20% per annum.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Salomon Smith Barney Inc., ABN AMRO Incorporated, Banc of America
Securities LLC, and Chase Securities Inc. (collectively, the "Communications
Notes Initial Purchasers") purchased the Communications Notes for resale to
"qualified institutional buyers" as defined under Rule 144A, and non-U.S.
persons under Regulation S, at 99.81% of their principal amount ($748,575,000
aggregate proceeds to Communications before deducting commissions and expenses
payable by Communications). The Communications Notes Initial Purchasers received
a commission in the amount of $4,500,000. Communications plans to use the net
proceeds from the sale of the Communications Notes to repay a portion of
Communications' commercial paper indebtedness and for general corporate
purposes. The Communications Notes are subject to registration rights that
require Communications to offer registered exchange notes within 225 days of
closing.

Item 4. Submission of Matters to a Vote of Security Holders

We held a special meeting of our shareholders (the "Special Meeting") on
November 2, 1999. At the meeting, the following items relating to our merger
with Qwest (as defined herein) were submitted to a vote of our shareholders. On
the proxy record date, September 7, 1999, we had 504,856,275 shares outstanding
and 398,303,878 shares represented at the Special Meeting.

(a) Approval or adoption of the Agreement and Plan of Merger dated as of
July 18, 1999, as amended, between U S WEST, Inc., a Delaware corporation and
Qwest Communications International Inc., a Delaware corporation, and the merger.

Votes Delivered
Votes For Votes Against Votes Abstained Not Voted
--------- ------------- --------------- ---------
373,963,499 20,855,743 3,484,636 0

(b) Approval of any proposal to adjourn or postpone the meeting.

Votes Delivered
Votes For Votes Against Votes Abstained Not Voted
--------- ------------- --------------- ---------
281,864,992 105,871,254 10,567,632 0

Votes Delivered
Votes For Votes Against Votes Abstained Not Voted
--------- ------------- --------------- ---------
263,736,115 115,432,374 19,135,389 0

Based on the above voting results, the merger with Qwest was approved by our
shareholders.

Item 5. Recent Developments

Global Crossing Merger

On May 17, 1999, our Board of Directors announced that we had entered into
a definitive agreement to merge (the "Global Merger Agreement") our Company with
Global Crossing. As part of the merger, we commenced and closed a cash tender
offer for approximately 39 million shares of common stock of Global Crossing or
approximately 9.5% of Global Crossing's outstanding shares at a price of $62.75
per share (the "Tender Offer"). The Tender Offer commenced on May 21, 1999,
expired on June 18, 1999 and settled on June 28, 1999. We financed the purchase
of Global Crossing shares pursuant to the Tender Offer with proceeds from the
sale of notes and commercial paper. See Item 2 of Part II of our Form 10-Q for
the quarter ended June 30, 1999.

Qwest Merger

On July 18, 1999, our Board of Directors announced that it had entered into
a definitive agreement to merge our Company with and into Qwest. See Note 7 to
the consolidated financial statements. The merger is subject to, among other
things, the approval by the Federal Communications Commission, and other
regulatory reviews.

On November 2, 1999, we held our special meeting of shareholders to
consider and vote upon a proposal to approve and adopt the Agreement and Plan of
Merger, dated as of July 18, 1999, as amended, between us and Qwest, and the
merger, as described above. Please see Item 4 above concerning the results of
that special meeting.

For current information regarding the Qwest merger, you are encouraged to
review the publicly filed reports of the respective companies.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits filed for the Company through the filing of this Form 10-Q.

(2-A) Separation Agreement between U S WEST, Inc. (renamed "MediaOne Group,
Inc.") and U S WEST, Inc. (formerly USW-C, Inc.), dated June 5, 1998
(Exhibit 99.1 to Form 8-K/A dated June 26, 1998, File No. 1-14087).

(2-A.1) Amendment to the Separation Agreement between MediaOne Group, Inc.
(formerly U S WEST, Inc.) and U S WEST, Inc. (formerly USW-C, Inc.),
dated June 12, 1998 (Exhibit 10(p) to Form 10-K/A for the year ended
December 31, 1998, File No. 1-14087).

(2-A.2) Offer to Purchase; Letter of Transmittal relating to the Common Stock;
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees to Clients; Letter from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees to Clients; Notices of
Guaranteed Delivery relating to the Common Stock; Press Release issued
by the Offeror and the Company on May 17, 1999; and Guidelines for
Certificate of Taxpayer Identification Number on Substitute Form W-9
each dated May 21, 1999 (Exhibits (a)(1) through (a)(5) to Schedule
14D-1 and Schedule 13D, dated May 21, 1999, as amended).

(2-A.3) Agreement and Plan of Merger, dated as of May 16, 1999, between Global
Grossing Ltd. and U S WEST, Inc. (Exhibit 2 to Form 8-K, dated May 21,
1999, File No, 1-14087).

(2-A.4) Tender Offer and Purchase Agreement, dated as of May 16, 1999, between
Global Crossing Ltd. and U S WEST, Inc. (Exhibit (c)(2) to Schedule
14D-1 and Schedule 13D, dated May 21, 1999, as amended).

(2-A.5) Voting Agreement, dated as of May 16, 1999, between Global Crossing
Ltd. and U S WEST, Inc. (Exhibit (c)(3) to Schedule 14D-1 and Schedule
13D, dated May 21, 1999, as amended).

(2-A.6) Standstill Agreement, dated as of May 16, 1999, between Global
Crossing Ltd. and U S WEST, Inc. (Exhibit (c)(4) to Schedule 14D-1 and
Schedule 13D, dated May 21, 1999, as amended).

(2-A.7) Tender and Voting Agreement, dated as of May 16, 1999, between U S
WEST, Inc. and each of the parties listed on the signature page
thereto (Exhibit (c)(5) to Schedule 14D-1 and Schedule 13D, dated May
21, 1999, as amended).

(2-A.8) Agreement, dated as of May 16, 1999, between U S WEST, Inc., Global
Crossing Ltd. and each person whose name appears on the signature page
thereto (Exhibit (c)(6) to Schedule 14D-1 and Schedule 13D, dated May
21, 1999, as amended).

(2-A.9) Letter Agreement, dated as of May 16, 1999, between U S WEST, Inc. and
Global Crossing Ltd. (Exhibit 99 to Form 8-K, dated May 21, 1999, File
No. 1-14087).

(2-A.10) Transfer Agreement, dated as of May 16, 1999, between Global Crossing
Ltd. and each person whose name appears on the signature page thereto
(Exhibit (c)(8) to Schedule 14D-1 and Schedule 13D, dated May 21,
1999, as amended).

(2-A.11) Agreement and Plan of Merger between U S WEST, Inc. and Qwest
Communications International Inc., dated as of July 18, 1999, (Exhibit
2 to Form 8-K dated July 20, 1999, File No. 1-14087).

(2-A.12) Voting Agreement among each of the stockholders listed on the
signature page thereto and U S WEST, Inc., dated as of July 18, 1999
(Exhibit 10.1 to Form 8-K, dated July 20, 1999, File No. 1-14087).

(2-A.13) Termination Agreement between U S WEST, Inc. and Global Crossing Ltd.,
dated as of July 18, 1999 (Exhibit 10.2 to Form 8-K, dated July 20,
1999, File No. 1-14087).

(2-A.14) Amendment No. 1 to Tender Offer and Purchase Agreement, dated as of
July 18, 1999 (Exhibit 2-A.14 to Form 10-Q, for the quarter ended June
30, 1999, File No. 1-14087).

2-1.15 Amendment No. 1, dated as of September 8, 1999, to the Agreement and
Plan of Merger, dated as of July 18, 1999, between U S WEST, Inc. and
Qwest Communications International Inc.

(3-A) Restated Certificate of Incorporation of U S WEST, Inc. (Exhibit 3A)
to Form S-4 Registration Statement No. 333-45765, filed February 6,
1998, as amended).

(3-B) Bylaws of U S WEST, Inc. (formerly "USW-C, Inc."), effective as of
June 12, 1998 (Exhibit 3(ii) to Form 8-K/A dated June 26, 1998, File
No. 1-14087).

(4-A) Form of Rights Agreement between U S WEST, Inc. (formerly "USW-C,
Inc.") and State Street Bank and Trust Company, as Rights Agent, dated
as of June 1, 1998 (Exhibit 4-A to the Form S-4 Registration Statement
No. 333-45765, filed February 6, 1998, as amended).

(4-A.1) Amendment No. 1 to Rights Agreement between U S WEST, Inc. and State
Street Bank and Trust Company, dated as of May 16, 1999 (Exhibit 4 to
Form 8-K, dated May 21, 1999, File No. 1-14087).

(4-A.2) Amendment No. 2 to Rights Agreement between U S WEST, Inc. and State
Street Bank and Trust Company, dated as of July 18, 1999 (Exhibit
4-A.2 to Form 10-Q for the quarter ended June 30, 1999, File No.
1-14087).

(4-B) Indenture among U S WEST Capital Funding, Inc., USW-C (renamed "U S
WEST, Inc.") and First National Bank of Chicago, as Trustee, dated
June 29, 1998 (Exhibit 4(a) to Form 8-K, filed November 18, 1998, File
No. 1-14087).

(10-A) Employee Matters Agreement between U S WEST, Inc. (renamed "MediaOne
Group, Inc.") and USW-C, Inc. (renamed "U S WEST, Inc."), dated June
5, 1998 (Exhibit 99.2 to Form 8-K/A dated June 26, 1998, File No.
1-14087).

(10-B) Tax Sharing Agreement between U S WEST, Inc. (renamed "MediaOne Group,
Inc.") and USW-C, Inc. (renamed "U S WEST, Inc."), dated June 5, 1998
(Exhibit 99.3 to Form 8-K/A dated June 26, 1998, File No. 1-14087).

(10-C) 364-Day Credit Agreement, dated May 8, 1998, with Morgan Guaranty
Trust Company of New York, as administrative agent (Exhibit 10A to
Form 10-Q for the quarter ended March 31, 1998, File No. 1-14087).

(10-D) Five-Year Credit Agreement, dated May 8, 1998, with Morgan Guaranty
Trust Company of New York, as administrative agent (Exhibit 10B to
Form 10-Q for the quarter ended March 31, 1998, File No. 1-14087).

(10-D.1) Amendment No. 1 to Credit Agreements dated as of June 30, 1998 to the
364-Day Credit Agreement and the Five-Year Credit Agreement, each
dated as of May 8, 1998, among U S WEST Capital Funding, Inc., U S
WEST, Inc., the banks listed on the signature pages thereto and Morgan
Guaranty Trust Company of New York (Exhibit 10(e)(1) to Form 10-Q for
the quarter ended September 30, 1998, File No. 1-14087).

(10-D.2) Amended and Restated Credit Agreement, dated as of May 7, 1999, among
U S WEST Capital Funding, Inc., U S WEST, Inc. and the banks listed on
the signature pages thereof (Exhibit (b)(4) to Schedule 14D-1 and
Schedule 13D, dated May 21, 1999, as amended).

(10-D.3) Amendment to Credit Agreements, dated as of June 11, 1999, which
further amends (i) the 364-Day Credit Agreement dated as of May 8,
1999, as amended and (ii) the Five-Year Credit Agreement dated as of
May 8, 1998, as amended, among U S WEST Capital Funding, Inc., U S
WEST, Inc., the banks listed on the signature pages thereto, and
Morgan Guaranty Trust Company of New York (Exhibit 10-D.3 to Form 10-Q
for the quarter ended June 30, 1999, File No. 1-14087).

(10-D.4) 364-Day $1.5 billion Credit Agreement dated as of June 11, 1999, among
U S WEST Capital Funding, Inc., and U S WEST, Inc., the banks listed
therein and Morgan Guaranty Trust Company of New York, as
administrative agent (Exhibit (b)(6) to Amendment No. 3 to Schedule
14D-1 and Schedule 13D, dated June 11, 1999, filed on behalf of Global
Crossing Ltd. and U S WEST, Inc.).

(10-D.5) Assignment and Assumption Agreement among each institution listed on
Schedule 1 thereto, U S WEST, Inc. and Morgan Guaranty Trust Company
of New York, dated as of July 6, 1999 (Exhibit 10-D.5 to Form 10-Q for
the quarter ended June 30, 1999, File No. 1-14087).

(10-E) 364-Day Million Credit Agreement, among the banks listed therein, U S
WEST Communications, Inc., and Morgan Guaranty Trust Company of New
York, as administrative agent, dated as of May 19, 1999 (Exhibit 10-E
to Form 10-Q for the quarter ended June 30, 1999, File No. 1-14087).

(10-F) Amendment No. 1 to Credit Agreement to the 364-Day $800 Million Credit
Agreement, dated as of May 19, 1998, among U S WEST Communications,
Inc., U S WEST, Inc., the banks listed on the signature pages thereto
and Morgan Guaranty Trust Company of New York, as administrative
agent, dated as of June 11, 1999 (Exhibit 10-F to Form 10-Q for the
quarter ended June 30, 1999, File No. 1-14087).

(10-G) Change of Control Agreement for the President and Chief Executive
Officer (Exhibit 10(f) to Form 10-Q for the quarter ended June 30,
1998, File No. 1-14087).

(10-G.1) Retention Agreement for the Chairman, Chief Executive Officer and
President of U S WEST, Inc., dated as of September 7, 1999 (Exhibit
10-G.1 to Form 8-K dated September 20, 1999, File No. 1-14087).

(10-H) Form of Change of Control Agreement for Tier II Executive (Exhibit
10(g) to Form 10-Q for the quarter ended June 30, 1998, File No.
1-14087).

(10-H.1) Form of Retention Agreement for Executive Officers of U S WEST, Inc.
(Exhibit 10-H.1 to Form 8-K dated September 20, 1999, File No.
1-14087).

(10-I) Form of Executive Severance Agreement (Exhibit 10(h) to Form 10-Q for
the quarter ended June 30, 1998, File No. 1-14087).

(10-J) 1998 U S WEST Stock Plan (Exhibit 10-A to the Form S-4 Registration
Statement No. 333-45765, filed February 6, 1998, as amended).

(10-K) U S WEST Long-Term Incentive Plan (Exhibit 10-D to the Form S-4
Registration Statement No. 333-45765, filed February 6, 1998, as
amended).

(10-L) U S WEST Executive Short-Term Incentive Plan (Exhibit 10-E to the Form
S-4 Registration Statement No. 333-45765, filed February 6, 1998, as
amended).

(10-M) U S WEST 1998 Broad Based Stock Option Plan dated June 12, 1998
(Exhibit 10(l) to Form 10-Q for the quarter ended September 30, 1998,
File No. 1-14087).

(10-N) U S WEST Deferred Compensation Plan, amended and restated effective as
of June 12, 1998 (Exhibit 10(m) to Form 10-Q for the quarter ended
September 30, 1998, File No. 1-14087).

(10-O) U S WEST 1998 Stock Plan, as amended June 22, 1998 (Exhibit 10(n) to
Form 10-Q for the quarter ended September 30, 1998, File No. 1-14087).

10-O.1 1998 U S WEST Stock Plan, as amended August 6, 1999.

10-O.2 1999 U S WEST Stock Plan, as amended August 6, 1999.

(10-P) Stockholder Investment Plan dated June 12, 1998 (Form S-3 Registration
Statement No. 333-52781, filed May 15, 1998).

(10-Q) Form of Non-Qualified Stock Option Agreement (Exhibit 10-Q to Form
10-Q for the quarter ended March 31, 1999, File No. 1-14087).

(10-R) 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 to Form 8-K, dated June 17, 1999,
File No. 1-14087).

(13) U S WEST 1998 Summary Annual Report to Stockholders (Exhibit 13 to
Form 8-K dated February 24, 1999, File No. 1-14087).

27 Financial Data Schedule

(99) Annual Report on Form 11-K for the U S WEST Savings Plan/ESOP for the
year ended December 31, 1998, (Exhibit 99 to Form 10-K/A filed by
amendment on Form SE, File No. 1-14087), Paper Copy (P).

- - -------------------
( ) Previously filed.

(b) Reports on Form 8-K filed during the Third Quarter of 1999 and through the
filing of this Form 10-Q:

(i) Form 8-K dated July 7, 1999 providing notification of a press release
announcing that the Company's Board of Directors had authorized the
Company's management and advisors to discuss with Qwest Communications
International Inc. issues relating to its June 23, 1999 revised merger
proposal.

(ii) Form 8-K dated July 20, 1999 providing notification of a press release
announcing that the Company had entered into an Agreement and Plan of
Merger, dated as of July 18, 1999, with Qwest Communications
International Inc., and filing (i) the Voting Agreement among each of
the stockholders listed on the signature page thereto and U S WEST,
Inc.; (ii) the Termination Agreement; and (iii) the joint analyst
presentation of Qwest and U S WEST, dated as of July 19, 1999.

(iii) Form 8-K dated July 23, 1999 providing notification of the release of
second quarter earnings of U S WEST, Inc.

(iv) Form 8-K/A dated July 26, 1999 amending the July 23, 1999 Form 8-K,
providing notification of the release of second quarter earnings of U S
WEST, Inc.

(v) Form 8-K dated September 20, 1999 filing the Retention Agreement for
the Chairman, Chief Executive Officer and President of U S WEST, Inc.
and the Form of Retention Agreement for the Executive Officers of U S
WEST, Inc.

(vi) Form 8-K dated October 22, 1999 providing notification of the release
of third quarter earnings of U S WEST, Inc.

SIGNATURE

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, Inc.

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

November 10, 1999