8-K

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




                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




        Date of Report (Date of earliest event reported): April 28, 2000




                          U S WEST Communications, Inc.
             (Exact Name of Registrant as Specified in its Charter)



        Colorado          Commission File Number     IRS Employer Identification
(State of Incorporation)         1-3040                      No. 84-0273800




                 1801 California Street, Denver, Colorado 80202
          (Address of Principal Executive Offices, Including Zip Code)

                         Telephone Number (303) 672-2700
              (Registrant's Telephone Number, Including Area Code)

            (The Exhibits Index is located on page 2 of this report.)


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Item 5.       Other Events

         On April 28, 2000, U S WEST Communications, Inc. (the "Company") issued
a press release  concerning the extension of its exchange offer for $750 million
of 7.20% Notes due November 1, 2004. The press release is filed as an exhibit to
this Current Report on Form 8-K.


Item 7.       Exhibits

              (c) Exhibits Index

Exhibit           99 - Press  Release  issued by the  Company on April 28,  2000
                  entitled U S WEST Communications,  Inc. Extends Exchange Offer
                  for $750 Million of 7.20% Notes due November 1, 2004"









                                    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 hereunto duly authorized.


                                    U S WEST Communications, Inc.


                                By: /s/ Thomas O. McGimpsey
                                   ------------------------------------------
                                    Thomas O. McGimpsey
                                    Assistant Secretary

Dated:        April 28, 2000

EX-99

EXHIBIT 99

                                               [U S WEST COMMUNICATIONS LOGO]

         NEWS RELEASE


April 28, 2000

                          U S WEST COMMUNICATIONS, INC.
                     EXTENDS EXCHANGE OFFER FOR $750 MILLION
                   OF 7.20 PERCENT NOTES DUE NOVEMBER 1, 2004

DENVER,  April 28, 2000 - U S WEST  Communications,  Inc.  (the  "Company")  has
extended to 5 p.m.  EDT,  on May 8, 2000,  its offer (the  "Exchange  Offer") to
exchange  7.20 Percent  Notes due November 1, 2004,  which have been  registered
with the United States  Securities and Exchange  Commission under the Securities
Act  of  1933,  as  amended  (the  "Securities  Act")  ("New  Notes"),  for  its
outstanding 7.20 Percent Notes due November 1, 2004 ("Old Notes"). The offer had
been  scheduled to expire at 5p.m. EDT on May 1, 2000. As of April 27, 2000, Old
Notes in the approximate  aggregate  principal amount of $225,769,000  have been
tendered in the Exchange Offer.

For more  information,  contact  the  Exchange  Agent,  Bank One Trust  Company,
National  Association,  Global  Corporate Trust Services,  1 Bank One Plaza, One
North State Street, 9th Floor, Chicago, IL 60602. Attention: Exchanges (telecopy
312-407-8853, telephone 800-524-9472, e-mail bondholder@em.fcnbd.com).

Holders of Old Notes who do not tender  before 5 p.m.  EDT on May 8, 2000,  will
continue to hold  unregistered  securities  and will have no right to compel the
Company to register their Old Notes under the Securities Act.

Safe Harbor Statement:  This document contains  statements about expected future
events and financial results that are  forward-looking  and subject to risks and
uncertainties.   For   these   statements,   we  claim  the  safe   harbor   for
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Factors that could cause actual results to differ
from  expectations  include:  (i) greater than anticipated  competition from new
entrants into the local exchange, intraLATA toll, wireless, data and directories
markets, causing loss of customers and increased price competition; (ii) changes
in demand for the Company's  products and services,  including  optional  custom
calling  features;  (iii)  higher  than  anticipated  employee  levels,  capital
expenditures   and   operating   expenses   (such  as  costs   associated   with
interconnection); (iv) the loss of significant customers; (v) pending and future
state and federal regulatory changes affecting the telecommunications  industry,
including  changes that could have an impact on the  competitive  environment in
the local exchange  market;  (vi)  acceleration  of the deployment of additional
services  and/or  advanced new services to  customers,  such as broadband  data,
wireless (including the purchase of spectrum licenses) and video services, which
would require substantial expenditure of financial and other resources;  (vii) a
change in economic  conditions  in the various  markets  served by the Company's
operations;  (viii) higher than  anticipated  start-up costs associated with new
business  opportunities;  (ix) delays in the Company's ability to begin offering
interLATA long-distance services; (x) consumer acceptance of broadband services,
including  telephony,  data  and  wireless  services;  and  (xi)  delays  in the
development of anticipated technologies,  or the failure of such technologies to
perform  according to expectations.  These cautionary  statements by the Company
should not be construed as exhaustive or as any admission regarding the adequacy
of  disclosures  made by the  Company.  The  Company  cannot  always  predict or
determine  after the fact what  factors  would  cause  actual  results to differ
materially  from those  indicated  by the  forward-looking  statements  or other
statements.  In addition,  readers are urged to consider statements that include
the terms "believes", "belief", "expects", "plans", "objectives", "anticipates",
"intends",  "targets",  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.  The Company does not undertake any obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.

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Further   information:   Larry  Thede,   303-896-3550;   Martha  Daniele  Paine,
                          303-896-5706; Kent Evans, 303-896-3096.