surprising $55 billion offer yesterday to acquire US West Inc. and Frontier Corp. in a bold move to bust their agreement to merge with Bermuda-based Global Crossing Ltd. and create a telecommunications powerhouse.

Denver-based Qwest is the fourth-largest US long-distance telephone company.

The deal would give Qwest a piece of the local phone markets in 14 western states with the addition of Baby Bell US West and strengthen Qwest's long distance business with the addition of Frontier, the No. 5 long-distance company.

Qwest is offering $78 a share in stock for US West and $73 a share in cash and stock for Frontier. Qwest would sweeten each bid by $2 a share if both companies agree to the deal.

Both those bids are higher than Global Crossing's offer to pay about $63 a share in stock for both US West and Frontier in separate deals.

"It's not like either company is unable to up the ante,'' Jeffrey Kagan, an independent telecommunications analyst in Atlanta, said. "They both use their high flying stock prices as currency to buy other companies.'' Global Crossing is a Bermuda-based startup company with plans to link the world's continents with high-speed Internet cables.

Global Crossing stock, however, has fallen 16 percent in recent weeks as the companies have had a hard time selling investors on the benefits of combining their businesses.

"Given the clear superiority of our offer to the proposed Global Crossing merger, we would like to meet with you and your advisors as soon as possible,'' wrote Joseph P. Nacchio, Qwest chairman and chief executive officer, in letters to the heads of US West and Frontier.

The new company would have a combined market capitalisation of $87 billion.

Qwest said the transactions would increase its earnings per share in the first full year after closing. It said it expected to complete the Frontier deal in December and the US West purchase by mid-2000.

Afshin Mohebbi, Qwest's president and chief operating officer, told Reuters in an interview that the company does not expect significant job cuts, though some administrative functions may be combined.

Qwest said it would comply with restrictions on providing long-distance service in U S West's region in order to ensure the two companies may combine.

Global Crossing officials declined comment on the deal Sunday. US West and Frontier officials could not immediately be reached.