2
y:\genlcorp\sec-frms\usw\S-8\1997\com-plan\S-8.doc
<PAGE>
    As filed with the Securities and Exchange Commission on March 31, 1997

     Registration  No.  333-_______

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


                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933


                                U S WEST, INC.
            (Exact name of registrant as specified in its charter)
<TABLE>

<CAPTION>



<S>                               <C>

Delaware                                   84-0926774
(State or other jurisdiction of      (I.R.S. Employer
 incorporation or organization)   Identification No.)
</TABLE>


                            7800 East Orchard Road
                           Englewood, Colorado 80111
                                (303) 793-6500
(Address, zip code, telephone number, and area code, of registrant's principal
                              executive offices)


                         U S WEST COMMUNICATIONS GROUP
                      1997 BROAD-BASED STOCK OPTION PLAN
                           (Full title of the Plan)


                            STEPHEN E. BRILZ, ESQ.
                                U S WEST, INC.
                            7800 East Orchard Road
                           Englewood, Colorado 80111
                                (303) 793-6626
     (Name, address, zip code, telephone number and area code, of agent for
                                   service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>

<CAPTION>



<S>                                                                            <C>           <C>

Title of each class of securities to                                           Amount to be  Proposed maximum offering
be registered                                                                  registered    price per share (1)<F1>


U S WEST Communications Group                                                     6,000,000  $                  34.1875
 Common Stock, $.01 par value
 (2)<F2>
_____________________________________________________________________________


<S>                                                                            <C>                        <C>

Title of each class of securities to                                           Proposed maximum           Amount of
be registered                                                                  aggregate offering price   registration fee
                                                                                                 (1)<F1>            (1)<F1>
                                                                               -------------------------  -----------------
U S WEST Communications Group                                                  $             205,125,000  $          62,160
 Common Stock, $.01 par value
 (2)<F2>
_____________________________________________________________________________
<FN>

<F1>
(1)    The  registration  fee  for  all  securities  registered  hereby,  $62,160, has been calculated as follows:  one
thirty-third  (1/33)  of  one  percent of $34.1875 (the average of the high and low prices reported in the consolidated
reporting  system of the New York Stock Exchange on March 27, 1997) multiplied by 6,000,000 shares of Common Stock of U
S  WEST  Communications  Group.
<F2>
(2)    Includes  Stock  Purchase  Rights  which,  prior  to  the  occurrence of certain events, will not be exercisable
separately  from  the  Communications  Stock.
</FN>
</TABLE>





<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.    Incorporation  of  Documents  by  Reference.

     The  following  documents  have  been filed by U S WEST, Inc., a Delaware
corporation  ("U  S  WEST"  or  the  "Company")  or U S WEST, Inc., a Colorado
corporation  ("U S WEST Colorado") with the Securities and Exchange Commission
(the  "Commission"),  (File  No.  1-8611)  and  are  incorporated  herein  by
reference:

     (1)    Annual  Report  on Form 10-K for the year ended December 31, 1996.

     (2) Current Reports on Form 8-K dated January 22, 1997, February 18, 1997
and  March  28,  1997.

     (3) The description of the Communications Stock, the Media Stock, and the
Communications  Rights  and  Media  Rights issuable pursuant to an Amended and
Restated  Rights Agreement between the Company and State Street Bank and Trust
Company,  as  Rights  Agent, set forth in Item 4 of the Company's Registration
Statement on Form 8-B filed with the Commission on August 23, 1995 (as amended
by  Form  8-B/A  filed  with  the  Commission  on  September  11,  1995).

     All  documents filed by U S WEST pursuant to Sections 13(a), 13(c), 14 or
15(d)  of  the  Exchange  Act  subsequent  to  the  date  of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment which
indicates  that all securities offered have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to be incorporated by
reference in this registration statement and to be a part hereof from the date
of  filing  of  such  documents.    Any  statement  contained  in  a  document
incorporated  or deemed to be incorporated by reference herein shall be deemed
to  be  modified  or superseded for purposes of this registration statement to
the  extent  that  a  statement  contained herein or in any other subsequently
filed  document,  which  also  is or is deemed to be incorporated by reference
herein  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall  not  be deemed, except as so modified or superseded, to
constitute  a  part  of  this  registration  statement.

Item  4.    Description  of  Securities.

     The  class of securities to be offered hereby is registered under Section
12  of  the  Exchange  Act.

Item  5.    Interests  of  Named  Experts  and  Counsel.

     Not  Applicable.

Item  6.    Indemnification  of  Directors  and  Officers.

     Section  145 of the Delaware General Corporation Law (the "DGCL") permits
U  S  WEST's  board  of  directors  to  indemnify  any person against expenses
(including  attorneys'  fees), judgments, fines and amounts paid in settlement
actually  and  reasonably  incurred  by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made a
party  by  reason of his being or having been a director, officer, employee or
agent  of  the  Registrant,  in  terms  sufficiently  broad  to  permit  such
indemnification  under  certain  circumstances  for  liabilities  (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as  amended (the "Securities Act").  The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to  which  a  person  may  be  entitled  under  any  bylaw, agreement, vote of
stockholders  or  disinterested  directors,  or  otherwise.

     U  S  WEST's Restated Certificate of Incorporation and Bylaws provide for
indemnification  of its directors and officers to the fullest extent permitted
by  law.

     As  permitted  by  Sections  102 and 145 of the DGCL, U S WEST's Restated
Certificate  of  Incorporation  eliminates a director's personal liability for
monetary  damages to the Registrant and its stockholders arising from a breach
or  alleged  breach  of a director's fiduciary duty except for liability under
Section  174  of the DGCL, for liability for any breach of the director's duty
of  loyalty to the Registrant or its stockholders, for act or omissions not in
good  faith  or which involve intentional misconduct or a knowing violation of
law  or  for  any  transaction which the director derived an improper personal
benefit.

     The  directors and officers of U S WEST are covered by insurance policies
indemnifying  them  against certain liabilities, including certain liabilities
arising  under  the  Securities  Act,  which might be incurred by them in such
capacities  and  against  which  they  cannot  be  indemnified  by  U  S WEST.

Item  7.    Exemption  from  Registration  Claimed.

     Not  Applicable.

<PAGE>

Item  8.    Exhibits.

     Exhibits  identified  in  parentheses below are on file with the SEC, and
are  incorporated  herein  by  reference  to  such  previous  filings.
<TABLE>

<CAPTION>

Exhibit
Number          Description


<C>    <S>

  (4)  Form of Amended and Restated Rights Agreement between U S WEST, Inc.,
       a Delaware corporation, and State Street Bank and Trust Company, as Rights
       Agent (Exhibit 4-A to Registration Statement No. 33-59315).

   5   Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of
       U S WEST, Inc., regarding the legality of the Securities being registered.

23-A   Consent of Arthur Andersen LLP.

23-B   Consent of Coopers & Lybrand L.L.P.

23-C   The Consent of Stephen E. Brilz, Corporate Counsel and Assistant Secretary
       of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5.

  24   Powers of Attorney executed by directors and officers who signed this
       registration statement.
</TABLE>


Item  9.    Undertakings.

(a)          RULE  415  OFFERINGS.

     U  S  WEST  hereby  undertakes:

     (1)   To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement:

     (i)    To  include  any  prospectus  required  by Section 10(a)(3) of the
Securities  Act  of  1933;

     (ii)   To reflect in the prospectus any facts or events arising after the
effective  date  of  the  registration  statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  the
registration  statement;

     (iii)    To  include any material information with respect to the plan of
distribution  not  previously  disclosed  in the registration statement or any
material  change  to  such  information  in  the  registration  statement;

     Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if  the  information  required to be included in a post-effective amendment by
those  paragraphs  is  contained  in  periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that  are  incorporated  by  reference  in  the  registration  statement.

     (2)    That,  for  the  purpose  of  determining  any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed to
be  a  new  registration statement relating to the securities offered therein,
and  the  offering  of  such securities at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

     (3)    To remove from registration by means of a post-effective amendment
any  of the securities being registered which remain unsold at the termination
of  the  offering.

(b)      FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

     The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's  annual  report pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d) of the
Securities  Exchange  Act  of  1934)  that is incorporated by reference in the
registration  statement  shall  be  deemed  to be a new registration statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities  at  that time shall be deemed to be the initial bona fide offering
thereof.

(c)          FORM  S-8  UNDERTAKINGS.

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,  or  otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.    In  the  event  that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
registrant  of expenses incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the successful defense of any action, suit or
proceeding)  is  asserted  by  such director, officer or controlling person in
connection  with  the securities being registered, the registrant will, unless
in  the  opinion  of  its  counsel  the matter has been settled by controlling
precedent,  submit to a court of appropriate jurisdiction the question whether
such  indemnification  by  it is against public policy as expressed in the Act
and  will  be  governed  by  the  final  adjudication  of  such  issue.


<PAGE>
                                  SIGNATURES

THE  REGISTRANT.   Pursuant to the requirements of the Securities Exchange Act
of  1933,  U  S WEST, Inc. certifies that it has reasonable grounds to believe
that  it meets all the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to  be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on the
31st  day  of  March  1997.



U S WEST, Inc.

       /S/ STEPHEN E. BRILZ
By:______________________________________
           Stephen E. Brilz
           Assistant Secretary



Pursuant  to  the  requirements  of  the Securities Exchange Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons in the
capacities  and  on  the  date  indicated.
<TABLE>

<CAPTION>



<S>                           <C>

PRINCIPAL EXECUTIVE OFFICER:
      Richard D. McCormick*   Chairman of the Board, President and
                              Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
      Michael P. Glinsky*     Executive Vice President and
                              Chief Financial Officer
</TABLE>


DIRECTORS:
     Remedios  Diaz-Oliver*
     Grant  A.  Dove*
     Allan  D.  Gilmour*
     Pierson  M.  Grieve*
     Allen  F.  Jacobson*
     Richard  D.  McCormick*
     Marilyn  C.  Nelson*
     Frank  Popoff*
     Jerry  O.  Williams*


            /S/  STEPHEN  E.  BRILZ
*By  ______________________________
     Stephen  E.  Brilz
     Attorney-in-Fact

Dated:    March  31,  1997
                                 EXHIBIT INDEX
<TABLE>

<CAPTION>



<S>       <C>

Exhibit
Number    Description
--------  ----------------------------------------------------------------------------

(4)       Form of Amended and Restated Rights Agreement between U S WEST,
          Inc., a Delaware corporation, and State Street Bank and Trust Company,
          as Rights Agent (Exhibit 4-A to Registration Statement No. 33-59315).

5         Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of
          U S WEST, Inc., regarding the legality of the securities being registered.

23-A      Consent of Arthur Andersen LLP.

23-B      Consent of Coopers & Lybrand L.L.P.

23-C      Consent of Stephen E.  Brilz, Corporate Counsel and Assistant Secretary
          of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5.

24        Powers of Attorney executed by directors and officers who signed this
          registration statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 COMM GROUP", "secsgml_size_bytes": 15921}]
{"company-data": {"conformed-name": "US WEST INC", "cik": "0000732718", "assigned-sic": "4813", "irs-number": "840926774", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24283", "film-number": "97572007"}, "business-address": {"street1": "7800 E ORCHARD RD", "street2": "SUITE 480", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3037936629"}, "mail-address": {"street1": "7800 EAST ORCHARD ROAD", "street2": "SUITE 480", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}}
2
y:\genlcorp\sec-frms\usw\S-8\1997\com-plan\S-8.doc
As filed with the Securities and Exchange Commission on March 31, 1997

     Registration  No.  333-_______

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                U S WEST, INC.
            (Exact name of registrant as specified in its charter)
Delaware                                   84-0926774
(State or other jurisdiction of      (I.R.S. Employer
 incorporation or organization)   Identification No.)
7800 East Orchard Road
                           Englewood, Colorado 80111
                                (303) 793-6500
(Address, zip code, telephone number, and area code, of registrant's principal
                              executive offices)

                         U S WEST COMMUNICATIONS GROUP
                      1997 BROAD-BASED STOCK OPTION PLAN
                           (Full title of the Plan)

                            STEPHEN E. BRILZ, ESQ.
                                U S WEST, INC.
                            7800 East Orchard Road
                           Englewood, Colorado 80111
                                (303) 793-6626
     (Name, address, zip code, telephone number and area code, of agent for
                                   service)

                        CALCULATION OF REGISTRATION FEE
Title of each class of securities to                                           Amount to be  Proposed maximum offering
be registered                                                                  registered    price per share (1)
U S WEST Communications Group                                                     6,000,000  $                  34.1875
 Common Stock, $.01 par value
 (2)
_____________________________________________________________________________
Title of each class of securities to                                           Proposed maximum           Amount of
be registered                                                                  aggregate offering price   registration fee
                                                                                                 (1)
(1)
-------------------------  -----------------
U S WEST Communications Group                                                  $             205,125,000  $          62,160
 Common Stock, $.01 par value
 (2)
_____________________________________________________________________________
(1)    The  registration  fee  for  all  securities  registered  hereby,  $62,160, has been calculated as follows:  one
thirty-third  (1/33)  of  one  percent of $34.1875 (the average of the high and low prices reported in the consolidated
reporting  system of the New York Stock Exchange on March 27, 1997) multiplied by 6,000,000 shares of Common Stock of U
S  WEST  Communications  Group.
(2)    Includes  Stock  Purchase  Rights  which,  prior  to  the  occurrence of certain events, will not be exercisable
separately  from  the  Communications  Stock.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.    Incorporation  of  Documents  by  Reference.

     The  following  documents  have  been filed by U S WEST, Inc., a Delaware
corporation  ("U  S  WEST"  or  the  "Company")  or U S WEST, Inc., a Colorado
corporation  ("U S WEST Colorado") with the Securities and Exchange Commission
(the  "Commission"),  (File  No.  1-8611)  and  are  incorporated  herein  by
reference:

     (1)    Annual  Report  on Form 10-K for the year ended December 31, 1996.

     (2) Current Reports on Form 8-K dated January 22, 1997, February 18, 1997
and  March  28,  1997.

     (3) The description of the Communications Stock, the Media Stock, and the
Communications  Rights  and  Media  Rights issuable pursuant to an Amended and
Restated  Rights Agreement between the Company and State Street Bank and Trust
Company,  as  Rights  Agent, set forth in Item 4 of the Company's Registration
Statement on Form 8-B filed with the Commission on August 23, 1995 (as amended
by  Form  8-B/A  filed  with  the  Commission  on  September  11,  1995).

     All  documents filed by U S WEST pursuant to Sections 13(a), 13(c), 14 or
15(d)  of  the  Exchange  Act  subsequent  to  the  date  of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment which
indicates  that all securities offered have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to be incorporated by
reference in this registration statement and to be a part hereof from the date
of  filing  of  such  documents.    Any  statement  contained  in  a  document
incorporated  or deemed to be incorporated by reference herein shall be deemed
to  be  modified  or superseded for purposes of this registration statement to
the  extent  that  a  statement  contained herein or in any other subsequently
filed  document,  which  also  is or is deemed to be incorporated by reference
herein  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall  not  be deemed, except as so modified or superseded, to
constitute  a  part  of  this  registration  statement.

Item  4.    Description  of  Securities.

     The  class of securities to be offered hereby is registered under Section
12  of  the  Exchange  Act.

Item  5.    Interests  of  Named  Experts  and  Counsel.

     Not  Applicable.

Item  6.    Indemnification  of  Directors  and  Officers.

     Section  145 of the Delaware General Corporation Law (the "DGCL") permits
U  S  WEST's  board  of  directors  to  indemnify  any person against expenses
(including  attorneys'  fees), judgments, fines and amounts paid in settlement
actually  and  reasonably  incurred  by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made a
party  by  reason of his being or having been a director, officer, employee or
agent  of  the  Registrant,  in  terms  sufficiently  broad  to  permit  such
indemnification  under  certain  circumstances  for  liabilities  (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as  amended (the "Securities Act").  The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to  which  a  person  may  be  entitled  under  any  bylaw, agreement, vote of
stockholders  or  disinterested  directors,  or  otherwise.

     U  S  WEST's Restated Certificate of Incorporation and Bylaws provide for
indemnification  of its directors and officers to the fullest extent permitted
by  law.

     As  permitted  by  Sections  102 and 145 of the DGCL, U S WEST's Restated
Certificate  of  Incorporation  eliminates a director's personal liability for
monetary  damages to the Registrant and its stockholders arising from a breach
or  alleged  breach  of a director's fiduciary duty except for liability under
Section  174  of the DGCL, for liability for any breach of the director's duty
of  loyalty to the Registrant or its stockholders, for act or omissions not in
good  faith  or which involve intentional misconduct or a knowing violation of
law  or  for  any  transaction which the director derived an improper personal
benefit.

     The  directors and officers of U S WEST are covered by insurance policies
indemnifying  them  against certain liabilities, including certain liabilities
arising  under  the  Securities  Act,  which might be incurred by them in such
capacities  and  against  which  they  cannot  be  indemnified  by  U  S WEST.

Item  7.    Exemption  from  Registration  Claimed.

     Not  Applicable.
Item  8.    Exhibits.

     Exhibits  identified  in  parentheses below are on file with the SEC, and
are  incorporated  herein  by  reference  to  such  previous  filings.
Exhibit
Number          Description
(4)  Form of Amended and Restated Rights Agreement between U S WEST, Inc.,
       a Delaware corporation, and State Street Bank and Trust Company, as Rights
       Agent (Exhibit 4-A to Registration Statement No. 33-59315).

   5   Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of
       U S WEST, Inc., regarding the legality of the Securities being registered.

23-A   Consent of Arthur Andersen LLP.

23-B   Consent of Coopers & Lybrand L.L.P.

23-C   The Consent of Stephen E. Brilz, Corporate Counsel and Assistant Secretary
       of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5.

  24   Powers of Attorney executed by directors and officers who signed this
       registration statement.
Item  9.    Undertakings.

(a)          RULE  415  OFFERINGS.

     U  S  WEST  hereby  undertakes:

     (1)   To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement:

     (i)    To  include  any  prospectus  required  by Section 10(a)(3) of the
Securities  Act  of  1933;

     (ii)   To reflect in the prospectus any facts or events arising after the
effective  date  of  the  registration  statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  the
registration  statement;

     (iii)    To  include any material information with respect to the plan of
distribution  not  previously  disclosed  in the registration statement or any
material  change  to  such  information  in  the  registration  statement;

     Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if  the  information  required to be included in a post-effective amendment by
those  paragraphs  is  contained  in  periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that  are  incorporated  by  reference  in  the  registration  statement.

     (2)    That,  for  the  purpose  of  determining  any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed to
be  a  new  registration statement relating to the securities offered therein,
and  the  offering  of  such securities at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

     (3)    To remove from registration by means of a post-effective amendment
any  of the securities being registered which remain unsold at the termination
of  the  offering.

(b)      FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

     The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's  annual  report pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d) of the
Securities  Exchange  Act  of  1934)  that is incorporated by reference in the
registration  statement  shall  be  deemed  to be a new registration statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities  at  that time shall be deemed to be the initial bona fide offering
thereof.

(c)          FORM  S-8  UNDERTAKINGS.

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,  or  otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.    In  the  event  that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
registrant  of expenses incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the successful defense of any action, suit or
proceeding)  is  asserted  by  such director, officer or controlling person in
connection  with  the securities being registered, the registrant will, unless
in  the  opinion  of  its  counsel  the matter has been settled by controlling
precedent,  submit to a court of appropriate jurisdiction the question whether
such  indemnification  by  it is against public policy as expressed in the Act
and  will  be  governed  by  the  final  adjudication  of  such  issue.
SIGNATURES

THE  REGISTRANT.   Pursuant to the requirements of the Securities Exchange Act
of  1933,  U  S WEST, Inc. certifies that it has reasonable grounds to believe
that  it meets all the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to  be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on the
31st  day  of  March  1997.

U S WEST, Inc.

       /S/ STEPHEN E. BRILZ
By:______________________________________
           Stephen E. Brilz
           Assistant Secretary

Pursuant  to  the  requirements  of  the Securities Exchange Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons in the
capacities  and  on  the  date  indicated.
PRINCIPAL EXECUTIVE OFFICER:
      Richard D. McCormick*   Chairman of the Board, President and
                              Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
      Michael P. Glinsky*     Executive Vice President and
                              Chief Financial Officer
DIRECTORS:
     Remedios  Diaz-Oliver*
     Grant  A.  Dove*
     Allan  D.  Gilmour*
     Pierson  M.  Grieve*
     Allen  F.  Jacobson*
     Richard  D.  McCormick*
     Marilyn  C.  Nelson*
     Frank  Popoff*
     Jerry  O.  Williams*

            /S/  STEPHEN  E.  BRILZ
*By  ______________________________
     Stephen  E.  Brilz
     Attorney-in-Fact

Dated:    March  31,  1997
                                 EXHIBIT INDEX
Exhibit
Number    Description
--------  ----------------------------------------------------------------------------

(4)       Form of Amended and Restated Rights Agreement between U S WEST,
          Inc., a Delaware corporation, and State Street Bank and Trust Company,
          as Rights Agent (Exhibit 4-A to Registration Statement No. 33-59315).

5         Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of
          U S WEST, Inc., regarding the legality of the securities being registered.

23-A      Consent of Arthur Andersen LLP.

23-B      Consent of Coopers & Lybrand L.L.P.

23-C      Consent of Stephen E.  Brilz, Corporate Counsel and Assistant Secretary
          of U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5.

24        Powers of Attorney executed by directors and officers who signed this
          registration statement.