With a midnight deadline looming, US West spokesman David Beigie said the company offered a package of wage increases and benefits better than any comparable telecommunications company. He declined to discuss specifics.

"This is our attempt to demonstrate we are serious about reaching agreement with the union," he said.

CWA spokesman Bill Thornburg was sceptical. "We're looking at it now to determine how much we have to lose," he said.

National CWA spokesman Jeff Miller said the give-backs US West was demanding were "so big it's hard to make up in wage increases."

Miller said the company wants to eliminate time-and-a-half overtime pay after eight hours and all double-time pay, which kicks in on Sundays, holidays and after 50 hours in a work week.

Inaddition, Miller said health-care benefits would become more expensive under US West's proposal to force employees into a single HMO plan.

If employees choose to remain with the company's existing managed-care plan, they would have to make up the difference in cost between that plan and the HMO.

According to Miller, that would cost US West employees in Colorado $900 a year, but workers in Nebraska would pay an average of $2,600 more, while those in Seattle would pay an extra $3,800.

Thornburg said the offer was being discussed in a "sidebar" meeting to the main talks, where officials not at the formal bargaining table discuss various proposals to seek common ground.

The Union, which represents 34,000 of the regional Belltele Phone company's 51,000 employees in 14 states, has threatened to walk out if issues of forced overtime, pay for performance and health benefits are not resolved.

US West plans to have 15,000 managers available to handle the non-automated parts of telephone service, such asdirectory assistance and calls for repairs.

Union members, meanwhile, are preparing to walk the picket lines.

But if the sides narrow their differences as mid-night nears, they may decide to keep talking and delay a strike past the deadline.

The Union may have the upper hand. Public anger over delays in service could give US West a black eye in customer relations at a time when competition is increasing. In addition, a tight labour market means it is harder to find replacement of skilled and other workers.

Earlier this week, the CWA agreed to a new contract with Bell Atlantic Corp. following a two-and-a-half day strike. But it has gone back to bargaining with Southern New England Telecommunications Corp. after Union members rejected an offer of an 11 per cent pay hike over 32 months.