(..continued)



                  AMENDMENT TO AGREEMENT AND PLAN OF MERGER


     AMENDMENT,  dated  as  of  October  7,  1996  (this  "Amendment"), to the
Agreement  and  Plan  of Merger, dated as of February 27, 1996, as amended and
restated as of June 27, 1996 (the "Merger Agreement"), among U S WEST, Inc., a
Delaware  corporation ("Acquiror"), Continental Merger Corporation, a Delaware
corporation  ("Company  Sub"),  and  Continental Cablevision, Inc., a Delaware
corporation  (the  "Company").

                            W I T N E S S E T H:

     WHEREAS, Acquiror, Company Sub and the Company desire to amend the Merger
Agreement  in  certain  respects,  as  more  fully  set  forth  herein;  and

     WHEREAS,  Section  9.5  of the Merger Agreement permits amendments to the
Merger  Agreement  by  the  written agreement of Acquiror, Company Sub and the
Company.

     NOW,  THEREFORE,  in  consideration of the mutual covenants and agreement
set  forth  herein,  the  parties  hereto  agree  as  follows:

                                  ARTICLE I

                      AMENDMENTS TO THE MERGER AGREEMENT

     1.1.          Definitions.    (a)  The definition of "Class A Preferred
Consideration  Amount"  set  forth  in  Section 1.1 of the Merger Agreement is
hereby amended by inserting the clause "but excluding any and all unvested and
outstanding  shares  of  Restricted  Company Common Stock" at the end thereof.

(b)  The definition of "Class A Preferred Percentage" set forth in Section 1.1
of the Merger Agreement is hereby amended by deleting the words "Class A" from
clause  (y)  thereof.

     (c)    The  definition of "Calculation Price" set forth in Section 1.1 of
the  Merger  Agreement  is  hereby  amended  and  restated  as  follows:

     "Calculation  Price"  shall  mean  $21.00.


<PAGE>
(d)    The  definition  of "Transaction Value" set forth in Section 1.1 of the
Merger  Agreement is hereby amended by inserting the clause "but excluding any
and all unvested and outstanding shares of Restricted Company Common Stock" at
the  end  thereof.

     (e)    Section  1.1 of the Merger Agreement is hereby amended by deleting
the  definitions  of  "Cap  Price,"  "Determination  Price,"  "Floor  Price,"
"Intra-Day  Closing  Prices," "Random Trading Days" and "Trading Day" in their
entirety.

     (f)  The following additional definitions are hereby added to Section 1.1
of  the  Merger  Agreement:

     "Class  B  Common  Stock  Election  Conversion  Number"  shall mean the
quotient of (x) the product of (A) the Class B Common Percentage multiplied by
(B)  the  Share  Price  divided  by  (y) the Calculation Price (rounded to the
nearest  hundredth,  or if there shall not be a nearest hundredth, to the next
lowest  hundredth).

     "Conversion  Number"  shall mean the quotient of (x) the product of (A)
the  Common  Percentage  multiplied  by (B) the Share Price divided by (y) the
Calculation  Price (rounded to the nearest hundredth, or if there shall not be
a  nearest  hundredth,  to  the  next  lowest  hundredth).

     (g)    Section  1.2 of the Merger Agreement is hereby amended by deleting
the references therein to the terms "Acquiror Termination Notice," "Cap Top-Up
Intent  Notice,"  "Class  B Common Stock Election Conversion Number," "Company
Termination  Notice,"  "Conversion  Number,"  "Designated Assets," "Designated
Asset  Fair  Market  Value," "Floor Top-up Intent Notice," "Put Closing Date,"
"Put  Exercise  Notice,"  "Put  Right"  and  "Put  Shares."

     1.2.    The  Merger.    The first sentence of Section 2.1 of the Merger
Agreement  is  hereby  amended  and  restated  in  its  entirety  as  follows:

     Upon the terms and subject to the conditions set forth in this Agreement,
and  in  accordance  with  the DGCL, the Company shall be merged with and into
Acquiror  at  the  Effective  Time  (as  defined  in Section 2.3); provided,
however, that if either (a) Acquiror, the Company and The Providence Journal
Company shall have received a ruling from the IRS satisfactory to each of them
(the  "Ruling")  by  the later of (i) the fifth Business Day after the date on
which  the  last  of  the  conditions  set  
<PAGE>
forth  in Article VIII is fulfilled or waived, other than conditions requiring
deliveries  at  the  Closing and the condition set forth in Section 8.1(f) and
(ii) November 15, 1996 or (b) Acquiror, the Company and The Providence Journal
Company  are  otherwise  satisfied  that  the  receipt  of  the  Ruling is not
necessary,  upon  the  terms  and  subject to the conditions set forth in this
Agreement  and  in  accordance with the DGCL, the Company shall be merged with
and  into  Company  Sub  at  the  Effective  Time.

     1.3.    Conversion  of Company Common Stock.  (a)  Section 3.1(c)(i) of
the  Merger  Agreement is hereby amended by deleting the words "(as determined
in  accordance  with  Section  3.1(d))"  from  clause  (x)  thereof.

     (b)    Section 3.1(c)(ii)(y) of the Merger Agreement is hereby amended by
deleting  the  words  "(as determined in accordance with Section 3.1(d))" from
clause  (1)  thereof.

     (c)    Section 3.1(c)(ii)(z) of the Merger Agreement is hereby amended by
deleting  the  words  "(as determined in accordance with Section 3.1(d))" from
clause  (2)  thereof.

     (d)    Section  3.1(d)(i)  of  the  Merger Agreement is hereby amended by
deleting  the  reference  to  "(i)"  therefrom.

     (e)   Section 3.1(d)(ii) of the Merger Agreement is hereby deleted in its
entirety.

     1.4.   Company Common Stock Elections; Exchange Fund.  (a)  Section 3.2
(c)  of  the  Merger  Agreement  is hereby amended by (i) inserting the clause
"without  submitting a revised properly completed Election Form" following the
words  "Election  Form"  in  the  last  sentence thereof and (ii) amending and
restating  the  penultimate  sentence  thereof  as  follows:

     The  Election  Form  shall include information as to the Share Price, the
Cash  Consideration  Amount,  the number of shares of Media Stock and Series D
Preferred  Stock to be received (subject to proration pursuant to Section 3.3)
by  a holder of Class B Common Stock making a Stock Election and the number of
shares  of  Media Stock and Series D Preferred Stock and the amount of cash to
be received by a holder of Class B Common Stock making a Standard Election and
shall  state  the  pricing  terms  of  the  Series  D  Preferred  Stock.

<PAGE>

     (b)  Section 3.2(e) of the Merger Agreement is hereby amended by deleting
the  words  "this Section 3.3" from the last sentence thereof and inserting in
lieu  thereof  the  words  "this  Section  3.2".

     1.5.    Share Price Adjustment.  Section 3.7 of the Merger Agreement is
hereby  amended  by (i) deleting the words "the condition set forth in Section
8.2(h) or" from the first proviso thereof, (ii) deleting the word "conditions"
from  the  second  proviso  thereof  and  inserting  in  lieu thereof the word
"condition"  and  (iii)  deleting  the  word "either" from the second provisio
thereof.

     1.6.    Conduct  of Business of the Company.  Section 6.1 of the Merger
Agreement  is hereby amended by deleting the words ", or take any other action
a principal purpose of which is to affect the calculation of the Determination
Price"  from  subsection  (xxiii)  thereof.

     1.7.   Conduct of Business of Acquiror and Company Sub.  Section 6.2 of
the  Merger Agreement is hereby amended by (i) deleting the text of subsection
(vi)  thereof  and  inserting  in lieu thereof the words "purchase or sell (or
announce  any intention or proposal to purchase or sell) shares of Media Stock
for  cash  at  a price less than the Calculation Price (other than pursuant to
employee benefit plans in the ordinary course of business or pursuant to the U
S WEST Shareowner Investment Plan); provided, however, that if the Closing
shall  not  have  occurred on or prior to December 31, 1996, then Acquiror and
its  Subsidiaries  shall have the right to purchase (or announce any intention
or  proposal  to purchase) shares of Media Stock for cash at a price less than
the  Calculation  Price  after such date" and (ii) deleting the words "and the
purchase  of  the  Put  Shares pursuant to Section 9.4" from subsection (viii)
thereof.

     1.8.    Antitrust  Notification.    (a)  Section  7.6(c)  of the Merger
Agreement  is  hereby  amended  by  deleting  the words "except as provided in
Section  7.6(d),"  and  inserting  in  lieu thereof the words "except with the
mutual  agreement  of  Acquiror  and  the  Company,".

     (b)    Section  7.6(d)  of  the Merger Agreement is hereby deleted in its
entirety.

     1.9.    Certain Actions.  (a) Section 7.7(a) of the Merger Agreement is
hereby  amended  by  deleting  the  reference  to  "(a)"  therefrom.

<PAGE>

     (b)    Sections  7.7(b)  and  7.7(c)  of  the Merger Agreement are hereby
deleted  in  their  entirety.

     1.10.   Conditions Precedent.  (a)  Section 8.1(b) is hereby amended by
inserting  the  word "and" immediately before clause (iii) and deleting clause
(iv)  in  its  entirety.

     (b)    Section  8.2(h)  of  the Merger Agreement is hereby deleted in its
entirety  and  replaced  with  the  words  "[Intentionally  Omitted.]".

     (c)    Section  8.3(c)  of  the  Merger  Agreement  is hereby amended and
restated  as  follows:

     (c)    Tax  Opinion.    The  Company  shall have received an opinion of
Sullivan  &  Worcester LLP, dated the Closing Date, to the effect that (i) the
Merger  should  be treated for Federal income tax purposes as a reorganization
within  the  meaning of Section 368(a) of the Code; (ii) each of the Acquiror,
the Company and, in the case of the Subsidiary Merger, Company Sub should be a
party  to the reorganization within the meaning of Section 368(b) of the Code;
and  (iii)  no gain or loss will be recognized by a stockholder of the Company
as  a  result  of  the Merger except (x) with respect to cash received by such
stockholder  in  lieu  of  fractional  shares  or  pursuant to the exercise of
appraisal  rights and (y) if a stockholder of the Company receives cash, gain,
if  any,  realized  by  such  stockholder  will be recognized, but only to the
extent  of the cash received.  In rendering such opinion, Sullivan & Worcester
LLP,  may  receive and rely upon representa-tions contained in certificates of
Acquiror, the Company, certain stockholders of the Company and, in the case of
the  Subsidiary  Merger,  Company  Sub.

     1.11.  Termination.  (a)  Section 9.1 of the Merger Agreement is hereby
amended  by (i) deleting the words "8.2(h)," from subsection (d) thereof, (ii)
deleting subsections (h) and (i) thereof, (iii) inserting the word "or" at the
end of subsection (f) thereof and (iv) deleting the semi-colon from the end of
subsection  (g)  thereof  and  inserting  a  period  in  lieu  thereof.

     (b)  The text of Section 9.4 of the Merger Agreement is hereby deleted in
its  entirety  and  replaced  with  the  words  "[Intentionally  Omitted.]".

<PAGE>

     1.12.    Effectiveness  of Representations, Warranties and Agreements. 
Section  10.2  of  the Merger Agreement is hereby amended by deleting the word
"9.4"  therefrom.

     1.13.    Exhibits.    (a)  Exhibits A and D of the Merger Agreement are
hereby  amended  and  restated in their entirety in the forms attached hereto.

     (b)  Exhibits E and F of the Merger Agreement are hereby deleted in their
entirety.


                                  ARTICLE II

                                MISCELLANEOUS

     2.1.    Definitions.   Capitalized terms used in this Amendment and not
defined  herein  shall  have  the  meanings  ascribed  thereto  in  the Merger
Agreement.

     2.2.    Effect  of  Amendment;  Restatement.  Except as amended by this
Amendment,  the  Merger  Agreement shall be unamended and remain in full force
and  effect.    The  Merger  Agreement,  as  amended  by  this  Amendment,  is
hereinafter  referred  to  as  the  "Agreement", and the parties hereto hereby
agree  that  the  Agreement may be restated to reflect the amendments provided
for  in  this  Amendment.

     2.3.    Applicable  Law.    This  Amendment  shall  be governed by, and
construed  in  accordance  with,  the  laws  of  the State of Delaware without
reference  to choice of law principles, including all matters of construction,
validity  and  performance.

     2.4.    Counterparts.    This  Amendment may be executed in one or more
counterparts  and  each counterpart shall be deemed to be an original, but all
of  which  shall  constitute  one  and  the  same  original.


<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have caused this Amendment to be
duly  executed  as  of  the  day  and  year  first  above  written.

                         U  S  WEST,  INC.


                         By:/s/  Charles  M.  Lillis
                            Name:          Charles  M.  Lillis
                            Title:     Executive Vice President; President and
Chief  Executive  Officer  of  the  U  S  WEST  Media  Group


                         CONTINENTAL  MERGER  CORPORATION


                         By:/s/  Charles  M.  Lillis
                            Name:          Charles  M.  Lillis
                            Title:          President


                         CONTINENTAL  CABLEVISION,  INC.


                         By:/s/  Amos  B.  Hostetter,  Jr.
                            Name:          Amos  B.  Hostetter,  Jr.
                            Title:          Chairman  of  the  Board and Chief
Executive  Officer