<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 10-Q


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended March 31, 1997

                                      OR

        [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _______ to _______

                         Commission File Number 1-8611

                                U S WEST, Inc.

<TABLE>

<CAPTION>



<S>                     <C>

A Delaware Corporation  IRS Employer No. 84-0926774
</TABLE>



            7800 East Orchard Road, Englewood, Colorado 80111-2526

                         Telephone Number 303-793-6500

Indicate  by  check  mark  whether  the  registrant  (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or for such shorter period that the
registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.    Yes  X_  No  __

The  number  of  shares  of  each  class  of  U  S  WEST,  Inc.'s common stock
outstanding  (net  of  shares  held  in  treasury),  at  April  30, 1997, was:

U  S  WEST  Communications  Group  Common  Stock  -  482,048,863  shares;
U  S  WEST  Media  Group  Common  Stock  -  606,397,667  shares


<PAGE>
                                U S WEST, Inc.
                                   Form 10-Q
                               TABLE OF CONTENTS
<TABLE>

<CAPTION>



<S>   <C>                                                               <C>

Item                                                                    Page
----                                                                    ----
      PART I - FINANCIAL INFORMATION
1.    U S WEST, Inc. Financial Information
      Consolidated Statements of Operations -
      Three Months Ended March 31, 1997 and 1996                           3
      Consolidated Balance Sheets -
      March 31, 1997 and December 31, 1996                                 5
      Consolidated Statements of Cash Flows -
      Three Months Ended March 31, 1997 and 1996                           7
      Notes to Consolidated Financial Statements                           8
2.    U S WEST, Inc. Management's Discussion and Analysis of Financial
      Condition and Results of Operations                                 14


1.    U S WEST Communications Group Financial Information
      Combined Statements of Operations -
      Three Months Ended March 31, 1997 and 1996                          26
      Combined Balance Sheets -
      March 31, 1997 and December 31, 1996                                27
      Combined Statements of Cash Flows -
      Three Months Ended March 31, 1997 and 1996                          29
      Notes to Combined Financial Statements                              30
2.    U S WEST Communications Group Management's Discussion and
      Analysis of Financial Condition and Results of Operations           32


1.    U S WEST Media Group Financial Information
      Combined Statements of Operations -
      Three Months Ended March 31, 1997 and 1996                          39
      Combined Balance Sheets -
      March 31, 1997 and December 31, 1996                                40
      Combined Statements of Cash Flows -
      Three Months Ended March 31, 1997 and 1996                          42
      Notes to Combined Financial Statements                              43
2.    U S WEST Media Group Management's Discussion and
      Analysis of Financial Condition and Results of Operations           48

      PART II - OTHER INFORMATION
1.    Legal Proceedings                                                   59
6.    Exhibits and Reports on Form 8-K                                    59
</TABLE>



<PAGE>

Form  10-Q  -  Part  I

CONSOLIDATED  STATEMENTS  OF  OPERATIONS          U  S  WEST,  Inc.
(Unaudited)
<TABLE>

<CAPTION>



<S>                                                               <C>         <C>

                                                                  Three       Three
                                                                  Months      Months
                                                                  Ended       Ended
                                                                  March 31,   March 31,
Dollars in millions                                                     1997        1996

Sales and other revenues                                          $    3,766  $    3,050

Operating expenses:
  Employee-related expenses                                            1,148       1,043
  Other operating expenses                                               842         591
  Taxes other than income taxes                                          124         107
  Depreciation and amortization                                          830         584
                                                                  ----------  ----------
    Total operating expenses                                           2,944       2,325
                                                                  ----------  ----------

Income from operations                                                   822         725

Interest expense                                                         278         135
Equity losses in unconsolidated ventures                                 165          66
Gain on sale of investment                                                51           -
Gain on sale of rural telephone exchanges                                 18           -
Guaranteed minority interest expense                                      22          12
Other expense - net                                                       26          23
                                                                  ----------  ----------

Income before income taxes and cumulative effect of
   change in accounting principle                                        400         489
Provision for income taxes                                               170         192
                                                                  ----------  ----------

Income before cumulative effect of change in
   accounting principle                                                  230         297

Cumulative effect of change in accounting principle - net of tax           -          34
                                                                  ----------  ----------

NET INCOME                                                        $      230  $      331
                                                                  ==========  ==========

Dividends on preferred stock                                              13           1
                                                                  ----------  ----------

EARNINGS AVAILABLE FOR COMMON STOCK                               $      217  $      330
                                                                  ==========  ==========

See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

CONSOLIDATED  STATEMENTS  OF  OPERATIONS          U  S  WEST,  Inc.
(Unaudited),  continued
<TABLE>

<CAPTION>



<S>                                                     <C>          <C>

                                                        Three        Three
                                                        Months       Months
                                                        Ended        Ended
                                                        March 31,    March 31,
In thousands (except per share amounts)                       1997         1996

COMMUNICATIONS GROUP EARNINGS PER
    COMMON SHARE:
   Income before cumulative effect of change
      in accounting principle                           $     0.70   $     0.62
  Cumulative effect of change in accounting principle            -         0.07
                                                        -----------  ----------
COMMUNICATIONS GROUP EARNINGS PER
    COMMON SHARE                                        $     0.70   $     0.69
                                                        ===========  ==========

COMMUNICATIONS GROUP DIVIDENDS PER
    COMMON SHARE                                        $    0.535   $    0.535
                                                        ===========  ==========

COMMUNICATIONS GROUP AVERAGE
   COMMON SHARES OUTSTANDING                               481,341      475,056
                                                        ===========  ==========


MEDIA GROUP LOSS PER
    COMMON SHARE                                        $    (0.20)  $        -
                                                        ===========  ==========

MEDIA GROUP AVERAGE COMMON
    SHARES OUTSTANDING                                     606,527      473,003
                                                        ===========  ==========




See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

CONSOLIDATED  BALANCE  SHEETS          U  S  WEST,  Inc.
(Unaudited)
<TABLE>

<CAPTION>



<S>                                              <C>         <C>

                                                 March 31,   December 31,
Dollars in millions                                    1997           1996

ASSETS

Current assets:
     Cash and cash equivalents                   $      164  $         201
     Accounts and notes receivable  - net             2,059          2,113
     Inventories and supplies                           171            159
     Deferred directory costs                           269            259
     Deferred tax asset                                 186            213
     Prepaid and other                                  130            167
                                                 ----------  -------------

Total current assets                                  2,979          3,112
                                                 ----------  -------------

Gross property, plant and equipment                  38,152         37,756
Accumulated depreciation                             19,944         19,475
                                                 ----------  -------------

Property, plant and equipment - net                  18,208         18,281

Investment in Time Warner Entertainment               2,483          2,477
Net investment in international ventures              1,427          1,548
Intangible assets - net                              12,597         12,595
Net investment in assets held for sale                  403            409
Other assets                                          2,236          2,433
                                                 ----------  -------------

Total assets                                     $   40,333  $      40,855
                                                 ==========  =============





See Notes to Consolidated Financial Statements.
</TABLE>




<PAGE>
Form  10-Q  -  Part  I

CONSOLIDATED  BALANCE  SHEETS          U  S  WEST,  Inc.
(Unaudited),  continued
<TABLE>

<CAPTION>



<S>                                                  <C>          <C>

                                                     March 31,    December 31,
Dollars in millions                                        1997            1996 

LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities:
     Short-term debt                                 $    1,795   $       1,051 
     Accounts payable                                     1,249           1,316 
     Due to Continental Cablevision shareholders              -           1,150 
     Employee compensation                                  344             470 
     Dividends payable                                      266             263 
     Other                                                2,159           1,824 
                                                     -----------  --------------

Total current liabilities                                 5,813           6,074 
                                                     -----------  --------------

Long-term debt                                           14,260          14,300 
Postretirement and other postemployment
     benefit obligations                                  2,473           2,479 
Deferred income taxes                                     4,269           4,349 
Deferred credits and other                                  902             973 

Contingencies (See Note E to the Consolidated
     Financial Statements)

Company-obligated mandatorily redeemable preferred
   securities of subsidiary trust holding solely
   Company-guaranteed debentures                          1,080           1,080 
Preferred stock subject to mandatory redemption              51              51 

Shareowners' equity:
   Preferred stock                                          921             920 
   Common shares                                         10,739          10,741 
   Retained earnings (deficit)                              (57)             18 
   LESOP guarantee                                          (91)            (91)
   Foreign currency translation adjustments                 (27)            (39)
                                                     -----------  --------------
Total shareowners' equity                                11,485          11,549 
                                                     -----------  --------------

Total liabilities and shareowners' equity            $   40,333   $      40,855 
                                                     ===========  ==============

See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>
Form  10-Q  -  Part  I
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS          U  S  WEST,  Inc.
(Unaudited)
<TABLE>

<CAPTION>



<S>                                                                <C>          <C>

                                                                   Three        Three
                                                                   Months       Months
                                                                   Ended        Ended
                                                                   March 31,    March 31,
Dollars in millions                                                      1997         1996 
OPERATING ACTIVITIES
   Net income                                                      $      230   $      331 
   Adjustments to net income:
      Depreciation and amortization                                       830          584 
      Equity losses in unconsolidated ventures                            165           66 
      Gain on sale of investment                                          (51)           - 
      Gain on sale of rural telephone exchanges                           (18)           - 
      Cumulative effect of change in accounting principle                   -          (34)
      Deferred income taxes and amortization of investment tax            (27)           7 
        credits
   Changes in operating assets and liabilities:
      Restructuring payments                                              (33)         (46)
      Postretirement medical and life costs, net of cash fundings          (6)         (44)
      Accounts and notes receivable                                       108           92 
      Inventories, supplies and other current assets                      (51)         (60)
      Accounts payable and accrued liabilities                            194           41 
   Other - net                                                              5          (22)
                                                                   -----------  -----------
   Cash provided by operating activities                                1,346          915 
                                                                   -----------  -----------
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                        (764)        (757)
   Investment in Continental Cablevision                               (1,150)           - 
   Investment in international ventures                                   (48)        (104)
   Proceeds from sales of investments                                     149            - 
   Payments on disposals of property, plant and equipment                  (7)          (7)
   Cash from net investment in assets held for sale                        29            3 
   Other - net                                                            (17)         (24)
                                                                   -----------  -----------
   Cash (used for) investing activities                                (1,808)        (889)
                                                                   -----------  -----------
FINANCING ACTIVITIES
   Proceeds from (repayments of ) short-term debt - net                (3,339)          60 
   Proceeds from issuance of long-term debt                             4,090           76 
   Repayments of long-term debt                                           (55)        (121)
   Dividends paid on common and preferred stock                          (248)        (234)
   Proceeds from issuance of common stock                                  30           71 
   Purchases of treasury stock                                            (53)           - 
   Cash provided by (used for) financing activities                       425         (148)
                                                                   -----------  -----------
CASH AND CASH EQUIVALENTS
   Decrease                                                               (37)        (122)
   Beginning balance                                                      201          192 
                                                                   -----------  -----------
   Ending balance                                                  $      164   $       70 
                                                                   ===========  ===========
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

                                U S WEST, Inc.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   For the Three Months Ended March 31, 1997
                             (Dollars in millions)
                                  (Unaudited)

A.    Summary  of  Significant  Accounting  Policies

Basis  of  Presentation

The Consolidated Financial Statements have been prepared by U S WEST, Inc. ("U
S  WEST"  or  the  "Company")  pursuant  to  the  interim  reporting rules and
regulations  of  the  Securities  and  Exchange  Commission  ("SEC").  Certain
information  and  footnote  disclosures  normally  accompanying  financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles  ("GAAP") have been condensed or omitted pursuant to such SEC rules
and  regulations.    In the opinion of U S WEST's management, the Consolidated
Financial  Statements  include  all  adjustments,  consisting  of  only normal
recurring  adjustments,  necessary to present fairly the financial information
set  forth  therein.    It  is  suggested  that  these  Consolidated Financial
Statements  be  read  in  conjunction  with  the  1996  U  S WEST Consolidated
Financial  Statements and notes thereto included in U S WEST's proxy statement
mailed  to  all  shareowners  on  April  7,  1997.

Certain  reclassifications  within  the Consolidated Financial Statements have
been  made  to  conform  to  the  current  year  presentation.

New  Accounting  Standard

In  fourth-quarter  1997,  U  S  WEST  will  adopt SFAS No. 128, "Earnings Per
Share."   This standard specifies new computation, presentation and disclosure
requirements  for  earnings  per  share.    Among  other  things, SFAS No. 128
requires  presentation  of basic and diluted earnings per share on the face of
the  income  statement.  Adoption of the new standard will not have a material
impact  on  Communications  Group  or  Media  Group  earnings  per  share.


B.    AirTouch  Transaction

During  1994,  the  Company  signed  a  definitive  agreement  with  AirTouch
Communications ("AirTouch") to combine their domestic cellular properties into
a  partnership  in  a multi-phased transaction (the "AirTouch Joint Venture").
During  Phase  I,  which  commenced  on  November  1,  1995,  the partners are
operating  their cellular properties separately. A Wireless Management Company
has  been  formed  and  is  providing services to both companies on a contract
basis.


<PAGE>
Form  10-Q  -  Part  I

                                U S WEST, Inc.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in millions)
                                  (Unaudited)

In  February  1997,  the  King County Superior Court in Washington state ruled
that  Media  Group  violated  the  terms of its partnership agreement with its
minority  partners  in  the Seattle market by entering into the AirTouch Joint
Venture.    The  Company has obtained a stay of the ruling pending its appeal.
Similar  litigation  has  been  filed  in  other jurisdictions regarding other
cellular  partnerships  by  the same minority partner that brought the Seattle
litigation.  The Company believes it will ultimately be successful in all such
litigation.

In  April  1997,  Media  Group and AirTouch signed a letter of intent to merge
Media  Group's domestic cellular business and its interest in PrimeCo Personal
Communications  ("PrimeCo")  into  AirTouch  (the  "AirTouch  Merger").    The
AirTouch  Merger  would  replace  the  AirTouch  Joint  Venture.    Under  the
agreement,  AirTouch  will  assume  $2.2 billion of Media Group debt and Media
Group  shareowners  will  receive  AirTouch  stock  in a tax-free transaction.
Media  Group shareowners will receive 84.8 million AirTouch shares if AirTouch
stock  is  trading at $33 or higher at closing.  If AirTouch is trading at $30
or  lower,  Media Group shareowners will receive 93.3 million AirTouch shares.
If  the  stock  is  trading  between $30 and $33, the number of shares will be
adjusted to a total value of $2.8 billion.  In the event Media Group is unable
to  transfer  certain  of  its  cellular  interests,  because  of  the pending
litigation,  the  amount  of  debt to be assumed by AirTouch and the amount of
stock  to  be  issued  by  AirTouch  will  be  reduced  proportionately.

Closing  of  the  AirTouch  Merger  requires, among other things, a definitive
agreement,  approval  by  the  AirTouch  and  U  S WEST boards of directors, a
favorable  ruling from the Internal Revenue Service, Hart-Scott-Rodino review,
approval  by  shareowners  of  Media  Group  and  Communications  Group,  and
satisfaction  of  other  conditions.    The  Company believes this transaction
should  close  by  late  1997  or  early  1998, but "Morris Trust" legislation
introduced  in  Congress would block this transaction if passed in its current
form.    In  that  event,  Media  Group  and  AirTouch would continue with the
AirTouch  Joint  Venture.

In  the event the AirTouch Merger agreement is terminated, proceeding to Phase
II  would be delayed by nine months from the termination date.  In Phase II of
the  AirTouch  Joint  Venture,  the  partners  will  combine  their  domestic
properties  subject  to  obtaining  certain  authorizations  and  partnership
approvals.  Media  Group  has  the right under Phase III of the AirTouch Joint
Venture  agreement  to convert its joint venture interest into AirTouch stock.



<PAGE>
Form  10-Q  -  Part  I

                                U S WEST, Inc.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in millions)
                                  (Unaudited)

C.  Debt  Offering

On November 15, 1996, Continental Cablevision, Inc. ("Continental") was merged
into  a  wholly owned subsidiary of U S WEST (the "Merger" or the "Continental
Merger").  In  January  1997,  U  S  WEST  issued  senior  unsecured notes and
debentures  totaling  $4.1  billion, at a weighted average coupon rate of 7.47
percent. The proceeds were used to refinance debt incurred in conjunction with
the  Continental  Merger.

The  components  of  the  debt  issue  follow:
<TABLE>

<CAPTION>



<S>                                    <C>


Description                            Face Value
6.85% Notes due January 15, 2002       $       600
7.30% Notes due January 15, 2007             1,100
7.90% Debentures due February 1, 2027        1,100
8.15% Debentures due February 1, 2032          200
6.95% Debentures due January 15, 2037          600
7.95% Debentures due February 1, 2097          500
                                       -----------
                                       $     4,100
                                       ===========
</TABLE>


The  notes  and debentures are generally not redeemable prior to maturity.  At
the  option  of  U  S  WEST,  the 8.15 percent debentures are redeemable after
February 1, 2007 and at the option of the holders, the 6.95 percent debentures
are  redeemable  on  January  15,  2004.    The  notes  and  debentures  are
unconditionally  guaranteed  by  U  S  WEST.

D.    Asset  Sales

In  January  and  February 1997, Media Group sold 4,075,000 shares of Teleport
Communications  Group, Inc. ("TCG") for proceeds of approximately $120.  Media
Group  is  required  by  a consent decree with the United States Department of
Justice  to  dispose  of  its interest in TCG by December 31, 1998.  This sale
reduced  Media  Group's  interest  in  TCG  to approximately 9 percent from 11
percent.    The  Media  Group  is  also required by the Federal Communications
Commission (the "FCC") to divest the cable television systems located in the U
S  WEST  Communications  Group  service  territory.


<PAGE>
Form  10-Q  -  Part  I

                                U S WEST, Inc.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in millions)
                                  (Unaudited)

During the first quarter of 1997, Media Group sold its 5 percent interest in a
French  wireless  venture,  Bouygues  Telecom, for total proceeds of $82.  The
proceeds  consisted of cash and a note receivable due in the second quarter of
1997.    Media  Group  recognized  a pretax gain on the sale of $51 during the
quarter.

During  the  first  quarter  of  1997,  the  Media  Group  reached a tentative
settlement to transfer its investment in Optus Vision, an Australian cable and
telecommunications  venture  acquired  in  the  Continental  Merger,  to Optus
Communications  Pty  Ltd,  an  Australian  telecommunications  carrier.   Upon
satisfaction  of  various pre-conditions, Media Group will receive convertible
notes  which  can  be  converted to shares of Optus Communications upon public
offering  of  its  shares.    The settlement releases the Company from current
litigation  and any future claims and is subject to the consent of bankers and
approval  from  the  foreign  investment  review  board.

E.  Contingencies

At U S WEST Communications, Inc. ("U S WEST Communications") there are pending
regulatory  actions  in  local  regulatory  jurisdictions  that call for price
decreases,  refunds or both.  In one such instance, the Utah Supreme Court has
remanded  a  Utah  Public  Service  Commission  ("PSC")  order  to the PSC for
hearing,  thereby  establishing two exceptions to the rule against retroactive
ratemaking:  1)  unforeseen  and extraordinary events, and 2) misconduct.  The
PSC's  initial  order  denied a refund request from interexchange carriers and
other  parties  related  to  the Tax Reform Act of 1986. The range of possible
risk  is  $0  to  $160  at  March  31,  1997.

In  1996, the Washington State Utilities and Transportation Commission ("WUTC"
or  the "Commission") acted on U S WEST Communications' 1995 rate request. U S
WEST    Communications  had  sought  to increase revenues by primarily raising
rates  for  basic residential services over a four-year period.  The two major
issues  in  this  proceeding  involve  U  S  WEST  Communications' request for
improved  capital  recovery  and elimination of the imputation of Yellow Pages
revenue.    Instead  of  granting  U  S WEST Communications' rate request, the
Commission ordered approximately $91.5 in annual net revenue reductions,
effective May  1,  1996.

Based  on  the  above ruling, U S WEST Communications filed a lawsuit with the
King  County  Superior  Court  (the  "Court")  for  an  appeal of the order, a
temporary stay of the ordered rate reduction and an authorization to implement
a  revenue  increase.    The Court declined to change the WUTC order. U S WEST
Communications  appealed  the Court's decision to the Washington State Supreme
Court  (the  "State Supreme Court") which, on January 22, 1997, granted a stay
of  the  order,  pending  the  State Supreme Court's full review of the appeal
which  will  begin  in  the  second  quarter  of  1997.

Effective  May  1,  1996,  U  S  WEST Communications began collecting revenues
subject  to refund with interest.  The cumulative amount of revenues collected
subject  to  refund  as  of  March  31,  1997, is approximately $95.  U S WEST
Communications  expects its appeal to be successful and has not accrued any of
the  amounts  subject  to  refund.  However, an adverse judgment on the appeal
would  have  a  significant  impact  on  the  future  results  of  operations.


<PAGE>
Form  10-Q  -  Part  I

                                U S WEST, Inc.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in millions)
                                  (Unaudited)

F.    Net  Investment  in  Assets  Held  for  Sale

Effective  January  1, 1995, the capital assets segment has been accounted for
in  accordance with Staff Accounting Bulletin No. 93, issued by the Securities
Exchange  Commission,  which  requires discontinued operations not disposed of
within  one  year of the measurement date to be accounted for prospectively in
continuing  operations as a "net investment in assets held for sale."  The net
realizable  value  of  the  assets  is  reevaluated  on  an ongoing basis with
adjustments to the existing reserve, if any, charged to continuing operations.
To  date, no such adjustment has been required.  Prior to January 1, 1995, the
entire  capital assets segment was accounted for as discontinued operations in
accordance  with  Accounting  Principles  Board  Opinion  No.  30.

Building  sales  and operating revenues of the capital assets segment were $57
and  $30  for  the  three  months ended March 31, 1997 and 1996, respectively.

The  components  of  net  investment  in  assets  held  for  sale  follow:
<TABLE>

<CAPTION>



<S>                                                     <C>         <C>

                                                        March 31,   December 31,
                                                              1997           1996
ASSETS
Cash                                                    $       23  $          21
Finance receivables - net                                      817            869
Investment in real estate - net of valuation allowance         191            182
Bonds, at market value                                         145            146
Investment in FSA                                              333            326
Other assets                                                   172            165
                                                        ----------  -------------

Total assets                                            $    1,681  $       1,709
                                                        ==========  =============

LIABILITIES
Debt                                                    $      461  $         481
Deferred income taxes                                          679            671
Accounts payable, accrued liabilities and other                127            137
Minority interests                                              11             11
                                                        ----------  -------------

Total liabilities                                            1,278          1,300
                                                        ----------  -------------

Net investment in assets held for sale                  $      403  $         409
                                                        ==========  =============
</TABLE>



Form  10-Q  -  Part  I

                                U S WEST, Inc.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in millions)
                                  (Unaudited)

Revenues  of U S WEST Financial Services, Inc., a member of the capital assets
segment,  were  $5  and $7 for the three months ended March 31, 1997 and 1996,
respectively.    Selected  financial  data  for  U  S  WEST Financial Services
follows:
<TABLE>

<CAPTION>



<S>                      <C>         <C>

                         March 31,   December 31,
                               1997           1996
Net finance receivables  $      856  $         859
Total assets                  1,058          1,058
Total debt                      252            236
Total liabilities               999            998
Equity                           59             60
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions)

Some  of  the  information  presented  in  or  in  connection with this report
constitutes  "forward-looking  statements"  within  the meaning of the Private
Securities  Litigation Reform Act of 1995.  Although the Company believes that
its  expectations are based on reasonable assumptions within the bounds of its
knowledge  of  its  business  and  operations,  there can be no assurance that
actual results will not differ materially from its expectations.  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,  cable,  telephony,  wireless  and  directories markets, (ii)
changes  in demand for the Company's products and services, including optional
custom  calling  features,  (iii)  different than anticipated employee levels,
capital  expenditures, and operating expenses at the Communications Group as a
result  of  unusually  rapid,  in-region  growth,  (iv)  the  gain  or loss of
significant  customers, (v) pending regulatory actions in state jurisdictions,
(vi) regulatory changes affecting the cable and telecommunications industries,
including  changes that could have an impact on the competitive environment in
the  local  exchange  market,  (vii)  a  change  in economic conditions in the
various markets served by the Company's operations that could adversely affect
the level of demand for cable, wireless, directories or other services offered
by the Company, (viii) greater than anticipated competitive activity requiring
new  pricing  for  services,  (ix)  higher  than  anticipated  start-up  costs
associated  with  new  business  opportunities,  (x)  increases  in fraudulent
activity  with respect to wireless services, or (xi) delays in the development
of  anticipated  technologies,  or the failure of such technologies to perform
according  to  expectations.

RESULTS  OF  OPERATIONS  - FIRST QUARTER 1997 COMPARED WITH FIRST QUARTER 1996

NET  INCOME  (LOSS)
<TABLE>

<CAPTION>



<S>                   <C>          <C>         <C>          <C>

                      Three        Three       Increase     Increase
                      Months       Months       (Decrease)  (Decrease)
                      Ended        Ended
                      March 31,    March 31,
                            1997         1996  Dollar       Percent
Communications Group  $      339   $      328  $       11         3.4 
Media Group                 (109)           3        (112)          - 
                      -----------  ----------  -----------  ----------
Total net income      $      230   $      331  $     (101)      (30.5)
                      ===========  ==========  ===========  ==========
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions,  except  per  share amounts),
continued

Communications  Group  Net  Income
<TABLE>

<CAPTION>



<S>                                  <C>       <C>       <C>          <C>         <C>         <C>         <C>          <C>

                                     Net       Net       Net          Net         Earnings    Earnings    Earnings     Earnings
                                     Income    Income    Income       Income      Per         Per         Per Share    Per Share
                                                                                  Share       Share
                                                         Increase     Increase                            Increase     Increase
                                                          (Decrease)  (Decrease)                           (Decrease)  (Decrease)
Three Months Ended March 31,            1997      1996   Dollar       Percent          1997        1996   Dollar       Percent
Reported net income                  $   339   $   328   $       11          3.4  $    0.70   $    0.69   $     0.01          1.4
Adjustments to reported net income:
   Gain on sale of rural telephone
      exchanges (1)<F1>                  (11)        -          (11)           -      (0.02)          -        (0.02)           -
   Cumulative effect of change in
      accounting principle (2)<F2>         -       (34)          34            -          -       (0.07)        0.07            -
   Current year effect of change in
      accounting principle (2)<F2>         -        (5)           5            -          -       (0.01)        0.01            -
                                     --------  --------  -----------  ----------  ----------  ----------  -----------  ----------
Normalized income                    $   328   $   289   $       39         13.5  $    0.68   $    0.61   $     0.07         11.5
                                     ========  ========  ===========  ==========  ==========  ==========  ===========  ==========

<FN>

<F1>
(1)   In first-quarter 1997, the Company sold certain rural telephone exchanges in Nebraska for a pretax gain of $18 and an after
tax  gain  of  $11.
<F2>
(2)    Effective  January 1, 1996, U S WEST adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the  Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to  be  Disposed  Of."
</FN>
</TABLE>


During  1997,  the  Communications Group's normalized income increased $39, or
13.5  percent,  to  $328.  Normalized  earnings  per  share  was  $0.68  per
Communications  share, an increase of $0.07, or 11.5 percent.  The increase in
normalized income is primarily due to higher demand for services and continued
cost  control  efforts,  which  accelerated  in  the latter half of 1996.  The
Communications Group anticipates net income growth will be partially offset by
increased  costs  related  to  growth  initiatives  and  interconnection
requirements.

Effective  January 1, 1996, U S WEST adopted SFAS No. 121, "Accounting for the
Impairment  of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which,  among  other  things,  requires  that  companies  no  longer  record
depreciation  expense  on  assets  held  for  sale.   Adoption of SFAS No. 121
resulted  in  a  one-time  gain  of  $34  (net  of  tax  of $22), or $0.07 per
Communications share, related to the cumulative effect of change in accounting
principle.

Media  Group  Net  Income  (Loss)

In 1997, the Media Group reported a net loss of $109, ($0.20 per Media share),
compared  with  net  income of $3 ($0.00 per Media share), in 1996.  Excluding
the  after tax effects of a gain on sale of investment totaling $31 ($0.05 per
Media share), Media Group net income declined $143 in 1997. Approximately $113
of  the  decline  in  net  income  is  a  
<PAGE>

Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

result of the November 15, 1996 Continental Merger, which caused a significant
increase  in  interest, depreciation and amortization expenses.  The remaining
decline  in  net  income  is  a  result  of an increase in losses generated by
unconsolidated ventures partially offset by increased earnings produced by the
domestic  cellular  operations.

SALES  AND  OTHER  REVENUES

<TABLE>

<CAPTION>



<S>                      <C>          <C>          <C>        <C>       <C>      <C>        <C>

                         Three        Three
                         Months       Months                                     Pro        Pro
                         Ended        Ended                             Pro      forma      forma
                         March 31,    March 31,    Increase   Increase  forma    Increase   Increase
                               1997         1996   Dollar     Percent     1996   Dollar     Percent
Communications Group     $    2,587   $    2,465   $     122       5.0  $2,465   $     122       5.0
Media Group                   1,207          613         594      96.9   1,075         132      12.3
Intergroup eliminations         (28)         (28)          -         -     (28)          -         -
                         -----------  -----------  ---------  --------  -------  ---------  --------
Total                                 $    3,050   $   3,766      23.5  $3,512   $     254       7.2
                                      ===========  =========  ========  =======  =========  ========
</TABLE>



Communications  Group  Sales  and  Other  Revenues
<TABLE>

<CAPTION>



<S>                 <C>     <C>     <C>       <C>        <C>       <C>      <C>          <C>

                                                                            Increase     Increase
Three Months Ended                            Price      Lower               (Decrease   (Decrease)
March 31,             1997    1996  Demand    Changes    Refunds   Other    Dollar       Percent
Local service       $1,231  $1,145  $   101   $    (10)  $      5  $  (10)  $       86         7.5 
Interstate access      687     622       64         (5)        10      (4)          65        10.5 
Intrastate access      200     190        9          2          -      (1)          10         5.3 
Long-distance          250     290      (22)        (1)         -     (17)         (40)      (13.8)
 network
Other services         219     218        -          -          -       1            1         0.5 
                    ------  ------  --------  ---------  --------  -------  -----------  ----------
Total               $2,587  $2,465  $   152   $    (14)  $     15  $  (31)  $      122         5.0 
                    ======  ======  ========  =========  ========  =======  ===========  ==========
</TABLE>


Local  service revenues increased $86, or 7.5 percent, to $1,231, primarily as
a  result  of  access  line  growth  and  increased demand for new product and
service  offerings,  and  existing  central  office  features.  Total reported
access  lines increased 562,000, or 3.7 percent, during the past 12 months, of
which  250,000  was  attributable  to second lines.  Second line installations
increased  28.6  percent.  Access  lines  grew  688,000,  or 4.6 percent, when
adjusted  for  sales  of  approximately  126,000  rural telephone access lines
during  the  past  twelve  months.  Partially offsetting the increase in local
service  revenues  was  the  effect  of  lower wireless interconnection access
prices  as mandated by the Telecommunications Act of 1996, which reduced local
service  revenues  by  $16.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Higher  interstate  access  revenues are primarily attributable to access line
growth,  a 6.6 percent increase in billed interstate access minutes of use and
increased  demand  for  private  line  services.  True-ups  of $18 to the 1996
sharing  related  accruals  for  refunds  to  interexchange  carriers  also
contributed  to  the  increase  in interstate access revenues.  These true-ups
more  than  offset  the current year sharing related accruals. The increase in
intrastate  access  revenues  was  primarily  attributable  to  a  8.5 percent
increase  in  billed intrastate access minutes of use and increased demand for
private  line  services.

Long-distance  network  service  revenues  decreased  $40, or 13.8 percent, as
compared  with  1996,  primarily  due  to  the  effects of competition and the
implementation  of  multiple toll carrier plans ("MTCPs") in Iowa and Nebraska
in  1996,  and  in  Oregon  and  Washington  in first-quarter 1997.  The MTCPs
essentially  allow  independent  telephone  companies to act as toll carriers.
During 1997, the MTCPs reduced long-distance revenues by $17, which was offset
by  increased  intrastate  access revenues of $2 and decreased other operating
expenses  (i.e.,  access  expense)  of  $14.

Excluding  the  effects  of  the MTCPs, long-distance network service revenues
decreased 7.9 percent.  Erosion of long-distance network service revenues will
continue  due  to  the  loss  of  exclusivity  of  1+ dialing in Minnesota and
Arizona,  and  continued  dial-around  activity  in  other  states  within the
Communications Group's 14 state region.  The Communications Group is partially
mitigating  competitive  losses  through  competitive  pricing  of  intraLATA
long-distance  services and increased promotional efforts to retain customers.

During 1997, revenues from other services remained relatively flat.  Continued
market  penetration  in  voice  messaging  services, and increased inside wire
maintenance  services  and billing and collection service revenues were almost
entirely  offset  by  a reduction in nonrecurring contract revenues due to the
completion  of  a  large  wire  installation  project  in  1996.

Future  revenues  at  U  S  WEST  Communications  may  be  affected by pending
regulatory  actions  in  federal  and  local  regulatory  jurisdictions.


<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Media  Group  Sales  and  Other  Revenues

An  analysis  of  the  Media  Group's  sales  and  other  revenues  follows:
<TABLE>

<CAPTION>



<S>                            <C>         <C>         <C>        <C>       <C>         <C>                  <C>

                               Three       Three
                               Months      Months
                               Ended       Ended                                        Pro forma Increase   Pro forma Increase
                               March 31,   March 31,   Increase   Increase  Pro forma
                                     1997        1996  Dollar     Percent         1996  Dollar               Percent
Cable and telecommunications:
     Domestic                  $      551  $       57  $     494         -  $      519  $                32                 6.2
     International                      4           -          4         -           -                    4                   -
                               ----------  ----------  ---------  --------  ----------  -------------------  ------------------
                                      555          57        498         -         519                   36                 6.9
Wireless communications:
    Cellular service                  303         239         64      26.8         239                   64                26.8
    Cellular equipment                 32          25          7      28.0          25                    7                28.0
                               ----------  ----------  ---------  --------  ----------  -------------------  ------------------
                                      335         264         71      26.9         264                   71                26.9
Directory and information
   services:
    Domestic                          287         271         16       5.9         271                   16                 5.9
    International                      22          17          5      29.4          17                    5                29.4
                               ----------  ----------  ---------  --------  ----------  -------------------  ------------------
                                      309         288         21       7.3         288                   21                 7.3
Other                                   8           4          4         -           4                    4                   -
                               ----------  ----------  ---------  --------  ----------  -------------------  ------------------
Total                          $    1,207  $      613  $     594      96.9  $    1,075  $               132                12.3
                               ==========  ==========  =========  ========  ==========  ===================  ==================
</TABLE>


Media Group sales and other revenues increased 96.9 percent to $1,207 in 1997,
primarily  as a result of the Continental Merger.  On a pro forma basis, which
gives effect to the Continental Merger as though it had occurred as of January
1,  1996,  Media  Group  sales and other revenues increased 12.3 percent.  The
increase  was  primarily  due  to  growth  in  cellular  service  revenue.

Cable  and  Telecommunications    On  a  pro  forma  basis, domestic cable and
telecommunications  revenues  increased  $32, or 6.2 percent.  The increase is
primarily  a  result  of a 2.2 percent increase in basic subscribers and a 3.7
percent  increase in total revenue per basic subscriber.  Price increases of 6
to  8  percent,  implemented  during  the quarter, and the introduction of new
services  contributed  to  the  increase  in  revenue  per  basic  subscriber.

Wireless  Communications    Cellular  service  revenues increased $64, or 26.8
percent,  in  1997.    This  increase  is  due  to  a  38  percent increase in
subscribers  during the last twelve months, partially offset by an 8.7 percent
drop  in  average revenue per subscriber to $48.00 per month.  The increase in
subscribers  relates  to  continued  growth  in  demand for wireless services.
<PAGE>

Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Cellular  equipment  revenues  increased  $7,  or  28.0 percent in 1997.  This
increase  is  primarily  due  to an increase in units sold, which was somewhat
offset  by  lower  equipment prices.  A 27 percent increase in customers added
during  the  quarter  and  the  implementation of a phone exchange program for
existing  customers  led  to  the  increase  in  units  sold.

In  April  1997,  Media  Group and AirTouch signed a letter of intent to merge
Media  Group's  domestic  cellular  business  and its interest in PrimeCo into
AirTouch  (the  "AirTouch  Merger").    The  AirTouch Merger would replace the
AirTouch  Joint  Venture.    Under  the  agreement,  AirTouch will assume $2.2
billion  of Media Group debt and Media Group shareowners will receive AirTouch
stock  in  a  tax-free transaction.  Media Group shareowners will receive 84.8
million  AirTouch  shares  if  AirTouch  stock  is trading at $33 or higher at
closing.  If AirTouch is trading at $30 or lower, Media Group shareowners will
receive 93.3 million AirTouch shares.  If the stock is trading between $30 and
$33,  the  number of shares will be adjusted to a total value of $2.8 billion.
In  the  event  Media  Group  is  unable  to  transfer certain of its cellular
interests, because of the pending litigation, the amount of debt to be assumed
by  AirTouch  and the amount of stock to be issued by AirTouch will be reduced
proportionately.

Closing  of  the  AirTouch  Merger  requires, among other things, a definitive
agreement,  approval  by  the  AirTouch  and  U  S WEST boards of directors, a
favorable  ruling from the Internal Revenue Service, Hart-Scott-Rodino review,
approval  by  shareowners  of  Media  Group  and  Communications  Group,  and
satisfaction  of  other  conditions.    The  Company believes this transaction
should  close  by  late  1997  or  early  1998, but "Morris Trust" legislation
introduced  in  Congress would block this transaction if passed in its current
form.    In  that  event,  Media  Group  and  AirTouch would continue with the
AirTouch  Joint  Venture.    See  Note  B  -  AirTouch  Transaction  -  to the
Consolidated  Financial  Statements.

Directory and Information Services  Revenues related to Yellow Pages directory
advertising  represent  99  percent  of  domestic  directory  and  information
services revenues.  Yellow Pages directory advertising revenues increased $19,
or  7.2  percent.  The increase is driven by a 7.4 percent increase in revenue
per  local advertiser primarily resulting from price increases of 5.0 percent.
This increase was partially offset by a revenue decrease of $3 associated with
exited  product  lines.


<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

OPERATING  INCOME
<TABLE>

<CAPTION>



<S>                     <C>         <C>         <C>        <C>       <C>         <C>         <C>

                        Three       Three
                        Months      Months
                        Ended       Ended                                        Pro forma   Pro forma
                        March 31,   March 31,   Increase   Increase  Pro forma   Increase    Increase
                              1997        1996  Dollar     Percent         1996  Dollar      Percent
Communications Group    $      644  $      596  $      48       8.1  $      596  $       48        8.1
Media Group                    178         129         49      38.0         112          66       58.9
                        ----------  ----------  ---------  --------  ----------  ----------  ---------
Total operating income  $      822  $      725  $      97      13.4  $      708  $      114       16.1
                        ==========  ==========  =========  ========  ==========  ==========  =========
</TABLE>


Communications  Group  Operating  Income

The  Communications Group's operating income increased $48, or 8.1 percent, to
$644  during  1997.  Revenues increased $122, or 5.0 percent, partially offset
by  an  increase  of $74, or 4.0 percent, in operating costs.  The increase in
operating  income is primarily due to higher demand for services and continued
cost  control  efforts,  which  accelerated  in  the  latter  half  of  1996.

Media  Group  Operating  Income
<TABLE>

<CAPTION>



<S>                                   <C>          <C>          <C>          <C>         <C>          <C>          <C>

                                      Three        Three                                              Pro forma    Pro forma
                                      Months       Month                                              Increase     Increase
                                      Ended        Ended        Increase     Increase                  (Decrease)  (Decrease)
                                      March 31,    March 31,     (Decrease)  (Decrease)  Pro forma
                                            1997         1996   Dollar       Percent           1996   Dollar       Percent
Cable and telecommunications:
     Domestic                         $      (15)  $        8   $      (23)          -   $       (9)  $       (6)      (66.7)
     International                            (4)           -           (4)          -            -           (4)          - 
                                      -----------  -----------  -----------  ----------  -----------  -----------  ----------
                                             (19)           8          (27)          -           (9)         (10)          - 

Wireless communications:
     Domestic                                 95           50           45        90.0           50           45        90.0 
     International                            (3)           -           (3)          -            -           (3)          - 
                                      -----------  -----------  -----------  ----------  -----------  -----------  ----------
                                              92           50           42        84.0           50           42        84.0 

Directory and information services:
    Domestic                                 130          110           20        18.2          110           20        18.2 
    International                             (7)          (8)           1       (12.5)          (8)           1        12.5 
                                      -----------  -----------  -----------  ----------  -----------  -----------  ----------
                                             123          102           21        20.6          102           21        20.6 

Other (see Note 1)                           (18)         (31)          13       (41.9)         (31)          13        41.9 
                                      -----------  -----------  -----------  ----------  -----------  -----------            

Total operating income                $      178   $      129   $       49        38.0   $      112   $       66        58.9 
                                      ===========  ===========  ===========  ==========  ===========  ===========  ==========
</TABLE>


Note  1  -  Primarily  includes  headquarters expenses for shared services and
divisional  expenses  associated  with  equity  investments.

<PAGE>

Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

During 1997, Media Group operating income increased 38.0 percent, to $178.  On
a  pro  forma basis, which gives effect to the Continental Merger as though it
had  occurred  as of January 1, 1996, operating income increased 58.9 percent.
The  increases  were primarily due to strong growth in wireless communications
operations.

Cable  and  Telecommunications    On  a  pro  forma  basis,  cable  and
telecommunications  operating  income  decreased  $10,  to  $(19),  in  1997.
Domestic cable operating income declined $6.  Revenue increases were partially
offset  by  increases  in  programming  costs  associated with introducing new
channels,  costs  related  to  the  development of new services, and increased
depreciation  expense.    The  increase  in depreciation expense is related to
system  upgrade  activities.    The  remaining  decrease  is attributed to the
third-quarter  1996  consolidation of Kabel Plus, a cable company in the Czech
Republic.

Wireless  Communications      Domestic  cellular operating income increased 90
percent,  to $95 during 1997.  The increase in operating income is a result of
revenue  increases  associated  with  the  rapidly  expanding  subscriber base
combined  with  efficiency gains.  On a per subscriber basis, the 1997 decline
in  revenue  of  8.7  percent  has  been  more than offset by the 23.0 percent
decrease  in  costs  incurred  to  acquire  and  support  customers.

Directory  and  Information Services  During 1997, operating income related to
domestic  Yellow  Pages  directory  advertising  increased $8, or 6.2 percent.
Revenue  increases  of  7.2  percent  were  partially  offset  by increases in
printing  and  paper  costs.    The increases are primarily associated with an
increase  in  premium  advertising.  Operating losses associated with on-going
product  development  activities  reduced  domestic  directory and information
services  operating  income by $7 in 1997, compared with a reduction of $19 in
1996.    The  decrease  in  these  operating losses is primarily the result of
exiting  various  product  development  activities.

Other    Other  operating  losses decreased $13 primarily due to the timing of
billing  corporate  costs  to  operating companies and a one-time reduction in
corporate  expenses.



<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

INTEREST  EXPENSE  AND  OTHER
<TABLE>

<CAPTION>



<S>                              <C>         <C>         <C>        <C>       <C>         <C>          <C>

                                 Three       Three
                                 Months      Months                                       Pro forma    Pro Forma
                                 Ended       Ended                                        Increase     Increase
                                 March 31,   March 31,   Increase   Increase  Pro forma    (Decrease)  (Decrease)
                                       1997        1996  Dollar     Percent         1996  Dollar       Percent
Interest expense                 $      278  $      135  $     143         -  $      281  $       (3)       (1.1)
Equity losses in unconsolidated
    ventures                            165          66         99         -          75          90           - 
Gain on sale of investment               51           -         51         -           -          51           - 
Gain on sale of rural telephone
    exchanges                            18           -         18         -           -          18           - 
Guaranteed minority interest             22          12         10      83.3          12          10        83.3 
     expense
Other expense - net                      26          23          3      13.0          27          (1)       (3.7)
</TABLE>


Interest  expense  increased  $143  in  1997,  primarily  as  a  result of the
Continental  Merger.    U  S WEST assumed Continental debt totaling $6,525 (at
market  value)  and incurred debt of $1,150 to finance the cash portion of the
Merger  consideration.    On  a pro forma basis, interest expense decreased $3
primarily  due  to  lower  average debt levels at the Communications Group and
lower  interest rates as compared to 1996.  Partially offsetting this decrease
were  lower  capitalized  interest  costs  at  the  Communications  Group  and
increased  debt  levels at the Media Group.  The increase in debt at the Media
Group  is  primarily  associated  with  an increase in capital expenditures to
upgrade  the  domestic  cable  network.

Equity  losses  increased  $99  in  1997.    This increase is primarily due to
increased  losses  from  international ventures and the domestic investment in
PrimeCo.    The  increase  in  international losses relate to expansion of the
network  and  additional  financing  at  TeleWest;  costs  associated with the
significant  increase in customers at One 2 One; and license fees related to a
wireless venture in India.  Domestically, PrimeCo launched service in November
1996,  and  losses  associated with this venture have increased as a result of
start-up  and  other costs. The Company expects equity losses will continue to
be  significant  as  expansion  activities  continue.

In  1997,  the  Company  sold  its 5 percent interest in a wireless venture in
France  for proceeds of $82, and a pretax gain of $51.  The proceeds consisted
of  cash  and  a  note  receivable  due  in  the  second  quarter  of  1997.

In  first-quarter  1997, the Company sold certain rural telephone exchanges in
Nebraska  for  a  pretax  gain  of  $18  and  an  after  tax  gain  of  $11.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Guaranteed  minority  interest  expense reflects an increase of $10 related to
the  October  1996  issuance  of  Company-obligated  mandatorily  redeemable
preferred  securities  of  subsidiary  trust holding solely Company-guaranteed
debentures  ("Preferred  Securities")  totaling  $480.

INCOME  TAX  PROVISION
<TABLE>

<CAPTION>



<S>                   <C>          <C>          <C>          <C>         <C>          <C>         <C>

                      Three        Three
                      Months       Months
                      Ended        Ended                                              Pro forma   Pro forma
                      March 31,    March 31,     (Decrease)  (Decrease)  Pro forma    Increase    Increase
                            1997         1996   Dollar       Percent           1996   Dollar      Percent

Income tax provision  $      170   $      192   $      (22)      (11.5)  $      130   $       40       30.8
Effective tax rate          42.5%        39.3%           -           -         41.5%           -          -
</TABLE>


The  increase  in the effective tax rate is primarily a result of lower pretax
earnings  and additional goodwill amortization associated with the Continental
Merger.

LIQUIDITY  AND  CAPITAL  RESOURCES

Operating  Activities
<TABLE>

<CAPTION>



<S>                                          <C>            <C>

                                             Three Months   Three Months
                                             Ended          Ended
                                             March 31,      March 31,
                                                      1997           1996
Communications Group                         $       1,097  $         805
Media Group                                            249            110
                                             -------------  -------------
Total cash provided by operating activities  $       1,346  $         915
                                             =============  =============
</TABLE>


During  first  quarter  1997,  cash provided by operating activities increased
$431  primarily  due  to  growth  in  Communications  Group's operations.  The
increase in Communications Group's operating cash flow also reflects continued
cost  control  efforts,  a  decrease  in  the  cash  funding of postretirement
benefits  and  lower restructuring payments.  Operating cash flow at the Media
Group  increased  due  to  growth  in  operations  from  the domestic cellular
business  and the Continental Merger.  The increase was partially offset by an
increase  in  financing  costs associated with increased debt levels resulting
from  the  Continental  Merger.


<PAGE>
10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Investing  Activities
<TABLE>

<CAPTION>



<S>                                       <C>            <C>

                                          Three Months   Three Months
                                          Ended          Ended
                                          March 31,      March 31,
                                                   1997           1996
Communications Group                      $         400  $         647
Media Group                                       1,408            242
                                          -------------  -------------
Total cash used for investing activities  $       1,808  $         889
                                          =============  =============
</TABLE>


Investing activities at the Communications Group consists primarily of capital
expenditures.    The  decline  in  first-quarter  1997 capital expenditures is
primarily  a  result  of  timing.    The  Company  anticipates  the  capital
expenditures  will  accelerate  during  the  remainder  of  1997.

Investing  activities  of  the  Media  Group  include  investments  of  $48 in
international  ventures in 1997, primarily additional capital contributions to
a wireless venture in India.  Other investing activities include an investment
in  Continental  of $1,150 which represents payment of the cash portion of the
Merger  consideration

During  the  first  quarter  of  1997,  the  Media  Group  reached a tentative
settlement to transfer its investment in Optus Vision, an Australian cable and
telecommunications  venture  acquired  in  the  Continental  Merger,  to Optus
Communications  Pty  Ltd,  an  Australian  telecommunications  carrier.   Upon
satisfaction  of  various pre-conditions, Media Group will receive convertible
notes  which  can  be  converted to shares of Optus Communications upon public
offering  of  its  shares.    The settlement releases the Company from current
litigation  and any future claims and is subject to the consent of bankers and
approval  from  the  foreign  investment  review  board.

During  1997,  the  Media  Group  received  proceeds  of $149 from the sale of
4,075,000  shares  of Teleport Communications Group stock and partial proceeds
from the sale of the Media Group's 5 percent interest in a wireless venture in
France.

Financing  Activities
<TABLE>

<CAPTION>



<S>                                                     <C>             <C>

                                                        Three Months    Three Months
                                                        Ended           Ended
                                                        March 31,       March 31,
                                                                 1997            1996 
Communications Group                                    $        (696)  $        (287)
Media Group                                                     1,121             139 
                                                        --------------  --------------
Total cash provided by (used for) financing activities  $         425   $        (148)
                                                        ==============  ==============
</TABLE>



<PAGE>
10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Total  debt  at  March 31, 1997 was $16,055, an increase of $704 compared with
December  31,  1996.   The Company incurred additional debt in 1997 to finance
the cash portion of the Merger consideration which totaled $1,150.  In January
1997,  the Company issued medium- and long-term debt totaling $4.1 billion, at
a  weighted average rate of 7.47 percent.  The proceeds were used to refinance
debt incurred in conjunction with the Continental Merger. Increases in debt at
the  Media  Group  were  partially offset by a decrease in debt of $466 at the
Communications  Group.  The Communications Group's debt decrease was partially
driven  by  lower  capital  expenditures.

On March 31, 1997, Standard and Poor's lowered U S WEST Communications' senior
unsecured  debt  rating  from A plus to A.  This down-grading is a result of a
modified  rating  criteria  implemented  by Standard and Poor's to reflect the
changes  in  the  telecommunications  regulatory  environment.

Excluding  debt  associated  with  the  capital  assets segment, the Company's
percentage  of  debt  to  total  capital  at  March 31, 1997, was 56.0 percent
compared  with  54.8  percent at December 31, 1996.  Including debt associated
with  the  capital  assets  segment,  Preferred  Securities  and  mandatorily
redeemable  preferred stock, the Company's percentage of debt to total capital
at March 31, 1997, was 60.6 percent compared with 59.5 percent at December 31,
1996.   The increase in debt related to total capital is a result of increased
debt  associated  with  the  Continental  Merger.

U  S  WEST  from  time  to  time  engages in preliminary discussions regarding
restructurings,  dispositions  and  other  similar  transactions.    Any  such
transaction  may  include, among other things, the transfer of certain assets,
businesses  or interests, or the incurrence or assumption of indebtedness, and
could  be material to the financial condition and results of operations of U S
WEST.    There  is  no  assurance that any such discussions will result in the
consummation  of  any  such  transaction.

CONTINGENCIES

For  a  discussion  of  contingencies  at  the  Communications  Group,  see
Management's  Discussion  and  Analysis  of Financial Condition and Results of
Operations  -  "Contingencies."

REGULATORY  ENVIRONMENT

For  a  discussion  of  Communications  Group's  regulatory  environment,  see
Management's  Discussion  and  Analysis  of Financial Condition and Results of
Operations  -  "Regulatory  Environment."

<PAGE>
Form  10-Q  -  Part  I

COMBINED  STATEMENTS  OF  OPERATIONS          U  S  WEST  COMMUNICATIONS GROUP
(Unaudited)
<TABLE>

<CAPTION>



<S>                                                                <C>         <C>

                                                                   Three       Three
                                                                   Months      Months
                                                                   Ended       Ended
                                                                   March 31,   March 31,
Dollars in millions (except per share amounts)                           1997        1996
Operating revenues:
 Local service                                                     $    1,231  $    1,145
 Interstate access service                                                687         622
 Intrastate access service                                                200         190
 Long-distance network services                                           250         290
 Other services                                                           219         218
                                                                   ----------  ----------
     Total operating revenues                                           2,587       2,465

Operating expenses:
 Employee-related expenses                                                864         867
 Other operating expenses                                                 445         388
 Taxes other than income taxes                                            107          97
 Depreciation and amortization                                            527         517
                                                                   ----------  ----------
     Total operating expenses                                           1,943       1,869
                                                                   ----------  ----------

Income from operations                                                    644         596

Interest expense                                                          103         111
Gain on sale of rural telephone exchanges                                  18           -
Other expense - net                                                        22          16
                                                                   ----------  ----------
Income before income taxes and cumulative effect of
   change in accounting principle                                         537         469
Provision for income taxes                                                198         175
                                                                   ----------  ----------
Income before cumulative effect of change in
   accounting principle                                                   339         294
Cumulative effect of change in accounting principle - net of tax            -          34
                                                                   ----------  ----------
NET INCOME                                                         $      339  $      328
                                                                   ==========  ==========

EARNINGS PER COMMON SHARE:
   Income before cumulative effect of change in
      accounting principle                                         $     0.70  $     0.62
   Cumulative effect of change in accounting principle                      -        0.07
EARNINGS PER COMMON SHARE                                          $     0.70  $     0.69
                                                                   ==========  ==========

DIVIDENDS PER COMMON SHARE                                         $    0.535  $    0.535
                                                                   ==========  ==========

AVERAGE COMMON SHARES
   OUTSTANDING (thousands)                                            481,341     475,056
                                                                   ==========  ==========
See Notes to Combined Financial Statements.
</TABLE>



Form  10-Q  -  Part  I

COMBINED  BALANCE  SHEETS          U  S  WEST  COMMUNICATIONS  GROUP
(Unaudited)
<TABLE>

<CAPTION>



<S>                                          <C>         <C>

                                             March 31,   December 31,
Dollars in millions                                1997           1996

ASSETS

Current assets:
     Cash and cash equivalents               $       81  $          80
     Accounts and notes receivable  - net         1,540          1,622
     Inventories and supplies                       155            144
     Deferred tax asset                             142            171
     Prepaid and other                               83             65
                                             ----------  -------------

Total current assets                              2,001          2,082
                                             ----------  -------------


Gross property, plant and equipment              32,766         32,645
Less accumulated depreciation                    18,961         18,639
                                             ----------  -------------

Property, plant and equipment - net              13,805         14,006

Other assets                                        856            827
                                             ----------  -------------

Total assets                                 $   16,662  $      16,915
                                             ==========  =============


See Notes to Combined Financial Statements.
</TABLE>




<PAGE>

Form  10-Q  -  Part  I

COMBINED  BALANCE  SHEETS          U  S  WEST  COMMUNICATIONS  GROUP
(Unaudited),  continued
<TABLE>

<CAPTION>



<S>                                           <C>         <C>

                                              March 31,   December 31,
Dollars in millions                                 1997           1996

LIABILITIES AND EQUITY

Current liabilities:
     Short-term debt                          $      375  $         834
     Accounts payable                              1,025            989
     Employee compensation                           266            342
     Dividends payable                               258            257
     Advanced billing and customer deposits          259            250
     Accrued property taxes                          244            193
     Other                                           768            602
                                              ----------  -------------

Total current liabilities                          3,195          3,467
                                              ----------  -------------


Long-term debt                                     5,657          5,664
Postretirement and other postemployment
     benefit obligations                           2,377          2,387
Deferred income taxes                                742            749
Deferred credits and other                           648            731

Contingencies (See Note B to the Combined
     Financial Statements)

Communications Group equity                        4,043          3,917
                                              ----------  -------------

Total liabilities and equity                  $   16,662  $      16,915
                                              ==========  =============


See Notes to Combined Financial Statements.
</TABLE>




<PAGE>
Form  10-Q  -  Part  I

COMBINED  STATEMENTS  OF          U  S  WEST  COMMUNICATIONS  GROUP
CASH  FLOWS  (Unaudited)
<TABLE>

<CAPTION>



<S>                                                         <C>             <C>

                                                            Three Months    Three Months
                                                            Ended           Ended
                                                            March 31,       March 31,
Dollars in millions                                                  1997            1996 
OPERATING ACTIVITIES
   Net income                                               $         339   $         328 
   Adjustments to net income:
      Depreciation and amortization                                   527             517 
      Gain on sale of rural telephone exchanges                       (18)              - 
      Cumulative effect of change in accounting principle               -             (34)
      Deferred income taxes and amortization
         of investment tax credits                                     18              24 
   Changes in operating assets and liabilities:
      Restructuring payments                                          (29)            (42)
      Postretirement medical and life costs, net
          of cash fundings                                            (10)            (44)
      Accounts receivable                                              82             109 
      Inventories, supplies and other current assets                  (34)            (48)
      Accounts payable and accrued liabilities                        222              14 
   Other - net                                                          -             (19)
                                                            --------------  --------------
   Cash provided by operating activities                            1,097             805 
                                                            --------------  --------------

INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                    (400)           (640)
   Proceeds from sale of rural telephone exchanges                      7               - 
   Payments on disposals of property, plant
      and equipment                                                    (7)             (7)
   Cash (used for) investing activities                              (400)           (647)
                                                            --------------  --------------

FINANCING ACTIVITIES
   Repayments of short-term debt - net                               (429)            (79)
   Repayments of long-term debt                                       (54)            (24)
   Dividends paid on common stock                                    (237)           (234)
   Proceeds from issuance of common stock                              24              50 
   Cash (used for) financing activities                              (696)           (287)
                                                            --------------  --------------

CASH AND CASH EQUIVALENTS
   Increase (decrease)                                                  1            (129)
   Beginning balance                                                   80             172 
                                                            --------------  --------------
   Ending balance                                           $          81   $          43 
                                                            ==============  ==============
</TABLE>


See  Notes  to  Combined  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

                         U S WEST COMMUNICATIONS GROUP
                    NOTES TO COMBINED FINANCIAL STATEMENTS
                   For the Three Months Ended March 31, 1997
                             (Dollars in millions)
                                  (Unaudited)

A.      Summary  of  Significant  Accounting  Policies

Basis  of  Presentation

The  Combined  Financial Statements have been prepared by U S WEST, Inc. ("U S
WEST"  or  the  "Company")  pursuant  to  the  interim  reporting  rules  and
regulations  of  the  Securities  and  Exchange  Commission  ("SEC").  Certain
information  and  footnote  disclosures  normally  accompanying  financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles  ("GAAP") have been condensed or omitted pursuant to such SEC rules
and  regulations.    In  the  opinion  of  U S WEST's management, the Combined
Financial  Statements  include  all  adjustments,  consisting  of  only normal
recurring  adjustments,  necessary to present fairly the financial information
set  forth  therein.  It is suggested that these Combined Financial Statements
be  read  in  conjunction  with  the  1996  U  S  WEST  Consolidated Financial
Statements,  the  U  S WEST Communications Group Combined Financial Statements
and  the  U S WEST Media Group Combined Financial Statements and notes thereto
included  in  U S WEST's proxy statement mailed to all shareowners on April 7,
1997.

Certain  reclassifications  within the Combined Financial Statements have been
made  to  conform  to  the  current  year  presentation.

New  Accounting  Standard

In  fourth-quarter  1997,  U  S  WEST  will  adopt SFAS No. 128, "Earnings Per
Share."   This standard specifies new computation, presentation and disclosure
requirements  for  earnings  per  share.    Among  other  things, SFAS No. 128
requires  presentation  of basic and diluted earnings per share on the face of
the  income  statement.  Adoption of the new standard will not have a material
impact  on  Communications  Group  earnings  per  share.

B.  Contingencies

At U S WEST Communications, Inc. ("U S WEST Communications") there are pending
regulatory  actions  in  local  regulatory  jurisdictions  that call for price
decreases,  refunds or both.  In one such instance, the Utah Supreme Court has
remanded  a  Utah  Public  Service  Commission  ("PSC")  order  to the PSC for
hearing,  thereby  establishing two exceptions to the rule against retroactive
ratemaking:  1)  unforeseen  and extraordinary events, and 2) misconduct.  The
PSC's  initial  order  denied a refund request from interexchange carriers and
other  parties  related  to  the Tax Reform Act of 1986. The range of possible
risk  is  $0  to  $160  at  March  31,  1997.

<PAGE>

Form  10-Q  -  Part  I

                         U S WEST COMMUNICATIONS GROUP
                    NOTES TO COMBINED FINANCIAL STATEMENTS
                             (Dollars in millions)
                                  (Unaudited)

In  1996, the Washington State Utilities and Transportation Commission ("WUTC"
or  the "Commission") acted on U S WEST Communications' 1995 rate request. U S
WEST    Communications  had  sought  to increase revenues by primarily raising
rates  for  basic residential services over a four-year period.  The two major
issues  in  this  proceeding  involve  U  S  WEST  Communications' request for
improved  capital  recovery  and elimination of the imputation of Yellow Pages
revenue.    Instead  of  granting  U  S WEST Communications' rate request, the
Commission ordered approximately $91.5 in annual net revenue reductions,
effective May  1,  1996.

Based  on  the  above ruling, U S WEST Communications filed a lawsuit with the
King  County  Superior  Court  (the  "Court")  for  an  appeal of the order, a
temporary stay of the ordered rate reduction and an authorization to implement
a  revenue  increase.    The Court declined to change the WUTC order. U S WEST
Communications  appealed  the Court's decision to the Washington State Supreme
Court  (the  "State Supreme Court") which, on January 22, 1997, granted a stay
of  the  order,  pending  the  State Supreme Court's full review of the appeal
which  will  begin  in  the  second  quarter  of  1997.

Effective  May  1,  1996,  U  S  WEST Communications began collecting revenues
subject  to refund with interest.  The cumulative amount of revenues collected
subject  to  refund  as  of  March  31,  1997, is approximately $95.  U S WEST
Communications  expects its appeal to be successful and has not accrued any of
the  amounts  subject  to  refund.  However, an adverse judgment on the appeal
would  have  a  significant  impact  on  the  future  results  of  operations.



<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions,  except  per  share  amounts)

RESULTS  OF  OPERATIONS  - FIRST QUARTER 1997 COMPARED WITH FIRST QUARTER 1996

Following  are  details  of the Communications Group's reported net income and
earnings  per  common  share ("earnings per share"), normalized to exclude the
effects  of  certain  nonoperating  items.
<TABLE>

<CAPTION>



<S>                                  <C>       <C>       <C>          <C>         <C>          <C>          <C>

                                     Net       Net       Net          Net         Earnings     Earnings     Earnings
                                     Income    Income    Income       Income      Per Share    Per Share    Per Share
                                                         Increase     Increase                              Increase
                                                          (Decrease)  (Decrease)                             (Decrease)
Three Months Ended March 31,            1997      1996   Dollar       Percent           1997         1996   Dollar
Reported net income                  $   339   $   328   $       11          3.4  $     0.70   $     0.69   $     0.01 
Adjustments to reported net income:
   Gain on sale of rural telephone
      exchanges (1)<F1>                  (11)        -          (11)           -       (0.02)           -        (0.02)
   Cumulative effect of change in
      accounting principle (2)<F2>         -       (34)          34            -           -        (0.07)        0.07 
   Current year effect of change in
      accounting principle (2)<F2>         -        (5)           5            -           -        (0.01)        0.01 
                                     --------  --------  -----------  ----------  -----------  -----------  -----------
Normalized income                    $   328   $   289   $       39         13.5  $     0.68   $     0.61   $     0.07 
                                     ========  ========  ===========  ==========  ===========  ===========  ===========



<S>                                  <C>

                                     Earnings
                                     Per Share
                                     Increase
                                     (Decrease)
Three Months Ended March 31,         Percent
Reported net income                         1.4
Adjustments to reported net income:
   Gain on sale of rural telephone
      exchanges (1)<F1>                       -
   Cumulative effect of change in
      accounting principle (2)<F2>            -
   Current year effect of change in
      accounting principle (2)<F2>            -
                                     ----------
Normalized income                          11.5
                                     ==========

<FN>

<F1>
(1)  In first-quarter 1997, the Company sold certain rural telephone exchanges in Nebraska for a pretax gain of $18 and
an  after  tax  gain  of  $11.
<F2>
(2)    Effective  January  1,  1996,  U  S  WEST  adopted Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to  be  Disposed  Of."
</FN>
</TABLE>


During  1997,  the  Communications Group's normalized income increased $39, or
13.5 percent, to $328. Normalized earnings per share was $0.68, an increase of
$0.07,  or  11.5  percent.    Earnings  before  interest, taxes, depreciation,
amortization  and  other  ("EBITDA") increased $58, or 5.2 percent, to $1,171.
EBITDA  also excludes the gain on sale of certain rural telephone exchanges in
1997.    The  increases  are  primarily  due to higher demand for services and
continued  cost control efforts, which accelerated in the latter half of 1996.
The  Communications  Group  anticipates  net  income  growth will be partially
offset  by  increased  costs related to growth initiatives and interconnection
requirements.

The  Communications  Group  believes  EBITDA  is an important indicator of the
operational  performance  of  its  businesses.  EBITDA, however, should not be
considered as an alternative to operating or net income as an indicator of the
performance  of  the  Communications  Group's business or as an alternative to
cash  flows  from operating activities as a measure of liquidity, in each case
determined  in  accordance  with  generally  accepted  accounting  principles.


<PAGE>

Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  million),  continued

Effective  January 1, 1996, U S WEST adopted SFAS No. 121, "Accounting for the
Impairment  of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which,  among  other  things,  requires  that  companies  no  longer  record
depreciation  expense  on  assets  held  for  sale.   Adoption of SFAS No. 121
resulted  in  a  one-time gain of $34 (net of tax of $22), or $0.07 per share,
related  to  the  cumulative  effect  of  change  in  accounting  principle.

Operating  Revenues

An  analysis  of  operating  revenues  follows:
<TABLE>

<CAPTION>



<S>                    <C>     <C>     <C>       <C>        <C>       <C>      <C>          <C>

Three Months                                                                   Increase     Increase
Ended                                            Price      Lower               (Decrease)  (Decrease)
March 31,                1997    1996  Demand    Changes    Refunds   Other    Dollar       Percent
Local service          $1,231  $1,145  $   101   $    (10)  $      5  $  (10)  $       86         7.5 
Interstate access         687     622       64         (5)        10      (4)          65        10.5 
Intrastate access         200     190        9          2          -      (1)          10         5.3 
Long-distance network     250     290      (22)        (1)         -     (17)         (40)      (13.8)
Other services            219     218        -          -          -       1            1         0.5 
                       ------  ------  --------  ---------  --------  -------  -----------  ----------
Total                  $2,587  $2,465  $   152   $    (14)  $     15  $  (31)  $      122         5.0 
                       ======  ======  ========  =========  ========  =======  ===========  ==========
</TABLE>


Local  service revenues increased $86, or 7.5 percent, to $1,231, primarily as
a  result  of  access  line  growth  and  increased demand for new product and
service  offerings,  and  existing  central  office  features.  Total reported
access  lines increased 562,000, or 3.7 percent, during the past 12 months, of
which  250,000  was  attributable  to second lines.  Second line installations
increased  28.6  percent.  Access  lines  grew  688,000,  or 4.6 percent, when
adjusted  for  sales  of  approximately  126,000  rural telephone access lines
during  the  past  twelve  months.  Partially offsetting the increase in local
service  revenues  was  the  effect  of  lower wireless interconnection access
prices  as mandated by the Telecommunications Act of 1996, which reduced local
service  revenues  by  $16.

Higher  interstate  access  revenues are primarily attributable to access line
growth,  a 6.6 percent increase in billed interstate access minutes of use and
increased  demand  for  private  line  services.  True-ups  of $18 to the 1996
sharing  related  accruals  for  refunds  to  interexchange  carriers  also
contributed  to  the  increase  in interstate access revenues.  These true-ups
more  than  offset  the current year sharing related accruals. The increase in
intrastate  access  revenues  was  primarily  attributable  to  a  8.5 percent
increase  in  billed intrastate access minutes of use and increased demand for
private  line  services.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Long-distance  network  service  revenues  decreased  $40, or 13.8 percent, as
compared  with  1996,  primarily  due  to  the  effects of competition and the
implementation  of  multiple toll carrier plans ("MTCPs") in Iowa and Nebraska
in  1996,  and  in  Oregon  and  Washington  in first-quarter 1997.  The MTCPs
essentially  allow  independent  telephone  companies to act as toll carriers.
During 1997, the MTCPs reduced long-distance revenues by $17, which was offset
by  increased  intrastate  access revenues of $2 and decreased other operating
expenses  (i.e.,  access  expense)  of  $14.

Excluding  the  effects  of  the MTCPs, long-distance network service revenues
decreased 7.9 percent.  Erosion of long-distance network service revenues will
continue  due  to  the  loss  of  exclusivity  of  1+ dialing in Minnesota and
Arizona,  and  continued  dial-around  activity  in  other  states  within the
Communications Group's 14 state region.  The Communications Group is partially
mitigating  competitive  losses  through  competitive  pricing  of  intraLATA
long-distance  services and increased promotional efforts to retain customers.

During 1997, revenues from other services remained relatively flat.  Continued
market  penetration  in  voice  messaging  services, and increased inside wire
maintenance  services  and billing and collection service revenues were almost
entirely  offset  by  a reduction in nonrecurring contract revenues due to the
completion  of  a  large  wire  installation  project  in  1996.

Future  revenues  at  U  S  WEST  Communications  may  be  affected by pending
regulatory  actions  in  federal  and  local  regulatory  jurisdictions.

Costs  and  Expenses
<TABLE>

<CAPTION>



<S>                            <C>            <C>            <C>         <C>

                               Three Months   Three Months   Increase    Increase
                               Ended          Ended          (Decrease)  (Decrease)
                               March 31,      March 31,
                                        1997           1996  Percent     Dollar
Employee-related expenses      $         864  $         867         (3)       (0.3)
Other operating expenses                 445            388         57        14.7 
Taxes other than income taxes            107             97         10        10.3 
Depreciation and amortization            527            517         10         1.9 
Interest expense                         103            111         (8)       (7.2)
Other expense - net                       22             16          6        37.5 
</TABLE>


Employee-related  expenses  decreased slightly in 1997, primarily due to lower
salaries  and wages, and overtime. Salaries and wages decreased primarily as a
result  of  employee  reductions totaling 3,994 during the last twelve months.
However,  this  decrease was largely offset by the effects of inflation-driven
wage  increases.    The  reduction  in  overtime  is  primarily  the result of
continued  cost  
<PAGE>

Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

control  efforts  which  accelerated  in  the  latter half of 1996.  Partially
offsetting these decreases were higher contract labor costs and an increase in
the  postretirement  benefits  accrual.  The contract labor increase primarily
relates  to  marketing and sales efforts associated with a special advertising
promotion  of  caller  identification  and additional costs related to systems
development.

The  increase  in  other  operating  expenses  is  primarily  due  to  higher
advertising  expenses, of which approximately $30 is attributable to a special
advertising  promotion  of  caller  identification.   Also contributing to the
increase  was  a  reserve  adjustment  associated  with billing and collection
activities  performed for interexchange carriers, and increased consulting and
professional  fees primarily related to new business opportunities.  Partially
offsetting  these  increases were lower costs due to the completion of a large
wire  installation  project  in  1996.

The  increase  in  taxes other than income taxes is primarily due to increased
use  and  gross  receipts  tax.

The decrease in interest expense is primarily due to lower average debt levels
and  lower  interest  rates  as  compared  to  1996.  Partially offsetting the
decrease  in  interest  expense  was  a  decrease  in  the  amount of interest
capitalized resulting from a lower average balance of telecommunications plant
under  construction.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  provided  by  operations increased $292 to $1,097 in first quarter 1997,
compared  with  1996.    The  increase  was primarily attributable to business
growth  and  continued cost control efforts, a decrease in the cash funding of
postretirement  benefits  and  lower  restructuring  payments.

On March 31, 1997, Standard and Poor's lowered U S WEST Communications' senior
unsecured  debt  rating  from A plus to A.  This down-grading is a result of a
modified  rating  criteria  implemented  by Standard and Poor's to reflect the
changes  in  the  telecommunications  regulatory  environment.

In  January  1997,  the  Company  purchased  personal  communications  service
licenses in the Federal Communications Commission's ("FCC") block auction of D
and  E  spectrum.  The purchase price of approximately $57 will be paid as the
licenses  are  granted.

During  the  first  quarter, debt decreased $466 and the percentage of debt to
total  capital  decreased  from  62.4 at December 31, 1996, to 59.9 percent at
March  31,  1997.   The decrease in the percentage of debt to total capital is
primarily  a  result  of  lower debt levels, partially driven by lower capital
expenditures.    The  Company anticipates capital expenditures will accelerate
during  the  remainder  of  1997.

Communications  Group  from  time  to  time engages in preliminary discussions
regarding  restructurings,  dispositions  and other similar transactions.  Any
such  transaction  may  include,  among  other things, the transfer of certain
assets,  businesses  or  interests,  or  the  incurrence  or  assumption  of
indebtedness,  and could be material to the financial condition and results of
operations  of  U  S WEST and the Communications Group.  There is no assurance
that  any  such  discussions  will  result  in  the  consummation  of any such
transaction.


<PAGE>

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

RESTRUCTURING  CHARGE

In  1993,  the  Communications  Group  incurred  an  $880 restructuring charge
(pretax).    The  related  restructuring  plan,  which  is  expected  to  be
substantially complete by the end of 1997, is designed to provide faster, more
responsive  customer  services,  while  reducing  the costs of providing these
services.

During the first quarter, the restructuring reserve decreased $29 to a balance
of $94 at March 31, 1997.  Reserve usage is primarily a result of expenditures
for  employee  separation  and  systems development costs.  First-quarter 1997
employee  separations  were  207, bringing the cumulative employee separations
under  the  restructuring  plan  to  7,379.

CONTINGENCIES

At U S WEST Communications, Inc. there are pending regulatory actions in local
regulatory  jurisdictions  that call for price decreases, refunds or both.  In
one  such  instance, the Utah Supreme Court has remanded a Utah Public Service
Commission  ("PSC")  order  to  the  PSC for hearing, thereby establishing two
exceptions  to  the  rule  against  retroactive  ratemaking:               (1)
unforeseen  and  extraordinary  events, and (2) misconduct.  The PSC's initial
order  denied  a  refund request from interexchange carriers and other parties
related  to  the  Tax  Reform Act of 1986. The range of possible risk is $0 to
$160  at  March  31,  1997.

In  1996, the Washington State Utilities and Transportation Commission ("WUTC"
or  the "Commission") acted on U S WEST Communications' 1995 rate request. U S
WEST    Communications  had  sought  to increase revenues by primarily raising
rates  for  basic residential services over a four-year period.  The two major
issues  in  this  proceeding  involve  U  S  WEST  Communications' request for
improved  capital  recovery  and elimination of the imputation of Yellow Pages
revenue.    Instead  of  granting  U  S WEST Communications' rate request, the
Commission ordered approximately $91.5 in annual net revenue reductions,
effective May  1,  1996.

Based  on  the  above ruling, U S WEST Communications filed a lawsuit with the
King  County  Superior  Court  (the  "Court")  for  an  appeal of the order, a
temporary stay of the ordered rate reduction and an authorization to implement
a  revenue  increase.    The Court declined to change the WUTC order. U S WEST
Communications  appealed  the Court's decision to the Washington State Supreme
Court  (the  "State Supreme Court") which, on January 22, 1997, granted a stay
of  the  order,  pending  the  State Supreme Court's full review of the appeal
which  will  begin  in  the  second  quarter  of  1997.


<PAGE>

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Effective  May  1,  1996,  U  S  WEST Communications began collecting revenues
subject  to refund with interest.  The cumulative amount of revenues collected
subject  to  refund  as  of  March  31,  1997, is approximately $95.  U S WEST
Communications  expects its appeal to be successful and has not accrued any of
the  amounts  subject  to  refund.  However, an adverse judgment on the appeal
would  have  a  significant  impact  on  the  future  results  of  operations.

REGULATORY  ENVIRONMENT

On  May  7, 1997, the FCC announced three decisions  that will establish rules
to  implement the Universal Service provision of the Telecommunications Act of
1996  ("the  Universal  Service  Order"),  as well as rules to restructure the
access  charge  system ("the Access Reform Order") and the FCC's current price
cap  plan  (the  "Price  Cap  Order").

Universal  Service

Under  the  Universal  Service  Order,  all  providers  of  interstate
telecommunications  services  will  contribute  to  universal service funding,
which  will  be based on assessments against these service providers' end-user
revenues.    The  Universal  Service  Order  deferred  defining a new explicit
mechanism  to support high-cost service in areas served by non-rural telephone
companies  such  as  U S WEST Communications until January 1, 1999.  Until the
explicit  mechanism  is  put  in place, the existing universal service support
mechanisms were left intact, except to the extent modified by the FCC's Access
Reform  and  Price  Cap  Orders  discussed  below.

The  FCC's  Universal  Service  Order  also  includes the establishment of two
separate  funds  to  help connect eligible schools, libraries and rural health
care  providers  to  the  global  telecommunications  network.

Federal  Access  Reform

The  FCC  rejected proposals to immediately base access rates on total service
long  run  incremental  costs.   The FCC will instead rely on market forces to
bring  access  rates  to  competitive  levels  over  time.  The FCC will issue
detailed  rules  at  a  later  date.

The Access Reform Order will generally remove non-traffic sensitive costs from
minutes-of-use  access  charges. The FCC concluded these non-traffic sensitive
costs  should  be  generally  recovered  through  flat-rate  charges  against
interexchange  carriers,  multi-line business users and additional residential
lines.    The  Access  Reform Order will also affirm the tentative conclusions
reached  in  the  Notice  of  Proposed Rulemaking issued in December 1996 that
incumbent  local  exchange  carriers ("LECs") may not assess interstate access
charges  on  information service providers and purchasers of unbundled network
elements.    The  FCC  will  separately  address  
<PAGE>

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

issues surrounding information service providers' usage of the public switched
network  in  a  related  Notice of Inquiry.  The impacts of access reform will
occur  over  a  number  of  years  and  the  effects  on the Company cannot be
evaluated until the order and accompanying rules are issued.  Competition from
new  entrant  local  exchange  carriers  will also affect the Company's access
revenues.

Price  Cap  Order

The  FCC's  Price  Cap  Order  will require LECs that are subject to price cap
regulation  to  increase  their  price  cap  index  productivity factor to 6.5
percent.    The  order  will  eliminate  the lower productivity factor options
(i.e.,  4.0 percent and 4.7 percent) that required sharing of earnings above a
specified  level  and  will  require  LECs  to  set their 1997 price cap index
assuming that the 6.5 factor had been in effect at the time of the 1996 tariff
filing.    The  Price  Cap Order will require price cap incumbent LECs to file
revisions  to their interstate access tariffs in compliance with the new rules
to  be  effective  July  1,  1997.   The effects of the Price Cap Order on the
Company cannot be evaluated until a later date when the FCC releases its order
and  new  rules.

Form  10-Q  -  Part  I

COMBINED  STATEMENTS  OF  OPERATIONS            U  S  WEST  MEDIA  GROUP
(Unaudited)
<TABLE>

<CAPTION>



<S>                                               <C>          <C>

                                                  Three        Three
                                                  Months       Months
                                                  Ended        Ended
                                                  March 31,    March 31,
Dollars in millions (except per share amounts)          1997         1996
Sales and other revenues:
   Cable and telecommunications                   $      555   $       57
   Wireless communications                               335          264
   Directory and information services                    309          288
   Other                                                   8            4
                                                  -----------  ----------
      Total sales and other revenues                   1,207          613

Operating expenses:
   Cost of sales and other revenues                      406          199
   Selling, general and administrative expenses          320          218
   Depreciation and amortization                         303           67
                                                  -----------  ----------
      Total operating expenses                         1,029          484
                                                  -----------  ----------

Income from operations                                   178          129

Interest expense                                         175           24
Equity losses in unconsolidated ventures                 165           66
Gain on sale of investment                                51            -
Guaranteed minority interest expense                      22           12
Other expense - net                                        4            7
                                                  -----------  ----------

Net income (loss) before income taxes                   (137)          20
Provision (benefit) for income taxes                     (28)          17
                                                  -----------  ----------

NET INCOME (LOSS)                                 $     (109)  $        3
                                                  ===========  ==========

Dividends on preferred stock                              13            1
                                                  -----------  ----------

EARNINGS (LOSS) AVAILABLE FOR COMMON STOCK        $     (122)  $        2
                                                  ===========  ==========

LOSS PER COMMON SHARE                             $    (0.20)  $        -
                                                  ===========  ==========

AVERAGE COMMON SHARES OUTSTANDING (thousands)
                                                     606,527      473,003
                                                  ===========  ==========
</TABLE>


See  Notes  to  Combined  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

COMBINED  BALANCE  SHEETS            U  S  WEST  MEDIA  GROUP
(Unaudited)

                                                    March 31,     December 31,
                                         Dollars in millions     1997     1996

ASSETS

Current  assets:
                               Cash and cash equivalents     $   83     $  121
                          Accounts and notes receivable  - net     533     508
                                      Deferred directory costs     269     259
                            Receivable from Communications Group     88     92
                                            Marketable securities     -     58
                                                         Other     107     101

                                      Total current assets     1,080     1,139


                       Property, plant and equipment - net     4,403     4,275

                   Investment in Time Warner Entertainment     2,483     2,477
                  Net investment in international ventures     1,427     1,548
                                 Intangible assets - net     12,543     12,595
                        Net investment in assets held for sale     403     409
                                              Other assets     1,446     1,618

                                          Total assets     $23,785     $24,061



See  Notes  to  Combined  Financial  Statements.



<PAGE>

Form  10-Q  -  Part  I

COMBINED  BALANCE  SHEETS          U  S  WEST  MEDIA  GROUP
(Unaudited),  continued
<TABLE>

<CAPTION>



<S>                                                        <C>         <C>

                                                           March 31,   December 31,
Dollars in millions                                              1997           1996

LIABILITIES AND EQUITY

Current liabilities:
     Short-term debt                                       $    1,420  $         217
     Due to Continental Cablevision shareholders                    -          1,150
     Accounts payable                                             317            425
     Deferred revenue and customer deposits                       147            129
     Other                                                        836            795
                                                           ----------  -------------

Total current liabilities                                       2,720          2,716
                                                           ----------  -------------


Long-term debt                                                  8,603          8,636
Deferred income taxes                                           3,526          3,600
Deferred credits and other                                        363            346

Company-obligated mandatorily redeemable preferred
   securities of subsidiary trust holding solely Company-
   guaranteed debentures                                        1,080          1,080
Preferred stock subject to mandatory redemption                    51             51

Media Group equity                                              7,442          7,632
                                                           ----------  -------------


Total liabilities and equity                               $   23,785  $      24,061
                                                           ==========  =============



See Notes to Combined Financial Statements.
</TABLE>



<PAGE>
Form  10-Q  -  Part  I
COMBINED  STATEMENTS  OF  CASH  FLOWS          U  S  WEST  MEDIA  GROUP
(Unaudited)
<TABLE>

<CAPTION>



<S>                                                 <C>             <C>

                                                    Three Months    Three Months
                                                    Ended           Ended
                                                    March 31,       March 31,
Dollars in millions                                          1997            1996 

OPERATING ACTIVITIES
   Net income (loss)                                $        (109)  $           3 
   Adjustments to net income (loss):
      Depreciation and amortization                           303              67 
      Equity losses in unconsolidated ventures                165              66 
      Deferred income taxes                                   (45)            (17)
      Provision for uncollectibles                             25              14 
      Gain on sale of investment                              (51)              - 
   Changes in operating assets and liabilities:
      Accounts and notes receivable                             8             (10)
      Deferred directory costs, prepaid and other             (17)            (12)
      Accounts payable and accrued liabilities                (36)              6 
   Other - net                                                  6              (7)
                                                    --------------  --------------
   Cash provided by operating activities                      249             110 
                                                    --------------  --------------
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment            (364)           (117)
   Investment in Continental Cablevision                   (1,150)              - 
   Investment in international ventures                       (48)           (104)
   Proceeds from the sale of investments                      149               - 
   Proceeds from assets held for sale                          29               3 
   Other - net                                                (24)            (24)
                                                    --------------  --------------
   Cash (used for) investing activities                    (1,408)           (242)
                                                    --------------  --------------
FINANCING ACTIVITIES
   Net (repayments of) proceeds from issuance
      of short-term debt                                   (2,910)            139 
   Repayments of long-term debt                                (1)            (97)
   Proceeds from issuance of long-term debt                 4,090              76 
   Proceeds from issuance of common stock                       6              21 
   Purchase of treasury stock                                 (53)              - 
   Dividends paid on preferred stock                          (11)              - 
                                                    --------------  --------------
   Cash provided by financing activities                    1,121             139 
                                                    --------------  --------------

CASH AND CASH EQUIVALENTS
   Increase (decrease)                                        (38)              7 
   Beginning balance                                          121              20 
                                                    --------------  --------------
   Ending balance                                   $          83   $          27 
                                                    ==============  ==============
</TABLE>


See  Notes  to  Combined  Financial  Statements

<PAGE>
Form  10-Q  -  Part  I
                             U  S WEST MEDIA GROUP
                    NOTES TO COMBINED FINANCIAL STATEMENTS
                   For the Three Months Ended March 31, 1997
                             (Dollars in millions)
                                  (Unaudited)

A.  Summary  of  Significant  Accounting  Policies

Basis  of  Presentation

The  Combined  Financial Statements have been prepared by U S WEST, Inc. ("U S
WEST"  or  the  "Company")  pursuant  to  the  interim  reporting  rules  and
regulations  of  the  Securities  and  Exchange  Commission  ("SEC").  Certain
information  and  footnote  disclosures  normally  accompanying  financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles  have  been  condensed  or  omitted  pursuant to such SEC rules and
regulations.   In the opinion of U S WEST's management, the Combined Financial
Statements  include  all  adjustments,  consisting  of  only  normal recurring
adjustments,  necessary  to present fairly the financial information set forth
therein.   It is suggested that these Combined Financial Statements be read in
conjunction  with the 1996 U S WEST Consolidated Financial Statements, the U S
WEST Media Group Combined Financial Statements and the U S WEST Communications
Group  Combined  Financial Statements and notes thereto included in U S WEST's
proxy  statement  mailed  to  all  shareowners  on  April  7,  1997.

Certain  reclassifications  within the Combined Financial Statements have been
made  to  conform  to  the  current  year  presentation.

New  Accounting  Standard

In  fourth-quarter  1997,  U  S  WEST  will  adopt SFAS No. 128, "Earnings Per
Share."   This standard specifies new computation, presentation and disclosure
requirements  for  earnings  per  share.    Among  other  things, SFAS No. 128
requires  presentation  of basic and diluted earnings per share on the face of
the  income  statement.  Adoption of the new standard will not have a material
impact  on  Media  Group  earnings  per  share.

B.    AirTouch  Transaction

During  1994,  U  S  WEST  signed  a  definitive  agreement  with  AirTouch
Communications ("AirTouch") to combine their domestic cellular properties into
a  partnership  in  a multi-phased transaction (the "AirTouch Joint Venture").
During  Phase  I,  which  commenced  on  November  1,  1995,  the partners are
operating  their cellular properties separately. A Wireless Management Company
has  been  formed  and  is  providing services to both companies on a contract
basis.

In  February  1997,  the  King County Superior Court in Washington state ruled
that  Media  Group  violated  the  terms of its partnership agreement with its
minority  partners  in  the Seattle market by entering into the AirTouch Joint
Venture.    The  Company has obtained a stay of the ruling pending its appeal.
Similar  litigation  has  been  filed  in  other jurisdictions regarding other
cellular  partnerships  by  the same minority partner that brought the Seattle
litigation.  The Company believes it will ultimately be successful in all such
litigation.

<PAGE>
Form  10-Q  -  Part  I
                             U S WEST MEDIA GROUP
               NOTES TO COMBINED FINANCIAL STATEMENTS, continued
                             (Dollars in millions)
                                  (Unaudited)

In  April  1997,  Media  Group and AirTouch signed a letter of intent to merge
Media  Group's domestic cellular business and its interest in PrimeCo Personal
Communications  ("PrimeCo")  into  AirTouch  (the  "AirTouch  Merger").    The
AirTouch  Merger  would  replace  the  AirTouch  Joint  Venture.    Under  the
agreement,  AirTouch  will  assume  $2.2 billion of Media Group debt and Media
Group  shareowners  will  receive  AirTouch  stock  in a tax-free transaction.
Media  Group shareowners will receive 84.8 million AirTouch shares if AirTouch
stock  is  trading at $33 or higher at closing.  If AirTouch is trading at $30
or  lower,  Media Group shareowners will receive 93.3 million AirTouch shares.
If  the  stock  is  trading  between $30 and $33, the number of shares will be
adjusted to a total value of $2.8 billion.  In the event Media Group is unable
to  transfer  certain  of  its  cellular  interests  because  of  the  pending
litigation,  the  amount  of  debt to be assumed by AirTouch and the amount of
stock  to  be  issued  by  AirTouch  will  be  reduced  proportionately.

Closing  of  the  AirTouch  Merger  requires, among other things, a definitive
agreement,  approval  by  the  AirTouch  and  U  S WEST boards of directors, a
favorable  ruling from the Internal Revenue Service, Hart-Scott-Rodino review,
approval  by  shareowners  of  Media  Group  and  Communications  Group,  and
satisfaction  of  other  conditions.    The  Company believes this transaction
should  close  by  late  1997  or  early  1998, but "Morris Trust" legislation
introduced  in  Congress would block this transaction if passed in its current
form.    In  that  event,  Media  Group  and  AirTouch would continue with the
AirTouch  Joint  Venture.

In  the event the AirTouch Merger agreement is terminated, proceeding to Phase
II  would be delayed by nine months from the termination date.  In Phase II of
the  AirTouch  Joint  Venture,  the  partners  will  combine  their  domestic
properties  subject  to  obtaining  certain  authorizations  and  partnership
approvals.  Media  Group  has  the right under Phase III of the AirTouch Joint
Venture  agreement  to convert its joint venture interest into AirTouch stock.

<PAGE>
Form  10-Q  -  Part  I
                             U S WEST MEDIA GROUP
               NOTES TO COMBINED FINANCIAL STATEMENTS, continued
                             (Dollars in millions)
                                  (Unaudited)

C.  Debt  Offering

In  January  1997,  U  S  WEST  issued  senior  unsecured notes and debentures
totaling  $4.1 billion, at a weighted average coupon rate of 7.47 percent. The
proceeds  were used to refinance debt incurred in conjunction with the merger,
on  November 15, 1996, of Continental Cablevision, Inc. ("Continental") into a
wholly  owned  subsidiary  of  U  S  WEST  (the  "Merger"  or the "Continental
Merger").

The  components  of  the  debt  issue  follow:
<TABLE>

<CAPTION>



<S>                                    <C>


Description                            Face Value
6.85% Notes due January 15, 2002       $       600
7.30% Notes due January 15, 2007             1,100
7.90% Debentures due February 1, 2027        1,100
8.15% Debentures due February 1, 2032          200
6.95% Debentures due January 15, 2037          600
7.95% Debentures due February 1, 2097          500
                                       -----------
                                       $     4,100
                                       ===========
</TABLE>


The  notes  and debentures are generally not redeemable prior to maturity.  At
the  option  of  U  S  WEST,  the 8.15 percent debentures are redeemable after
February  1,  2007,  and  at  the  option  of  the  holders,  the 6.95 percent
debentures  are  redeemable on January 15, 2004.  The notes and debentures are
unconditionally  guaranteed  by  U  S  WEST.

D.    Asset  Sales

In  January  and  February 1997, Media Group sold 4,075,000 shares of Teleport
Communications  Group, Inc. ("TCG") for proceeds of approximately $120.  Media
Group  is  required  by  a consent decree with the United States Department of
Justice  to  dispose  of  its interest in TCG by December 31, 1998.  This sale
reduced  Media  Group's  interest  in  TCG  to approximately 9 percent from 11
percent.    The  Media  Group  is  also required by the Federal Communications
Commission  to  divest  the  cable  television systems located in the U S WEST
Communications  Group  service  territory.


<PAGE>
Form  10-Q  -  Part  I
                             U S WEST MEDIA GROUP
               NOTES TO COMBINED FINANCIAL STATEMENTS, continued
                             (Dollars in millions)
                                  (Unaudited)

During the first quarter of 1997, Media Group sold its 5 percent interest in a
French  wireless  venture,  Bouygues  Telecom, for total proceeds of $82.  The
proceeds  consisted of cash and a note receivable due in the second quarter of
1997.    Media  Group  recognized  a pretax gain on the sale of $51 during the
quarter.

During  the  first  quarter  of  1997,  the  Media  Group  reached a tentative
settlement to transfer its investment in Optus Vision, an Australian cable and
telecommunications  venture  acquired  in  the  Continental  Merger,  to Optus
Communications  Pty  Ltd,  an  Australian  telecommunications  carrier.   Upon
satisfaction  of  various pre-conditions, Media Group will receive convertible
notes  which  can  be  converted to shares of Optus Communications upon public
offering  of  its  shares.    The settlement releases the Company from current
litigation and any future claims, and is subject to the consent of bankers and
approval  from  the  foreign  investment  review  board.


E.    Net  Investment  in  Assets  Held  for  Sale

Effective  January  1, 1995, the capital assets segment has been accounted for
in  accordance with Staff Accounting Bulletin No. 93, issued by the Securities
Exchange  Commission,  which  requires discontinued operations not disposed of
within  one  year of the measurement date to be accounted for prospectively in
continuing  operations as a "net investment in assets held for sale."  The net
realizable  value  of  the  assets  is  reevaluated  on  an ongoing basis with
adjustments to the existing reserve, if any, charged to continuing operations.
To  date, no such adjustment has been required.  Prior to January 1, 1995, the
entire  capital assets segment was accounted for as discontinued operations in
accordance  with  Accounting  Principles  Board  Opinion  No.  30.

Building  sales  and operating revenues of the capital assets segment were $57
and  $30  for  the  three  months ended March 31, 1997 and 1996, respectively.

<PAGE>
Form  10-Q  -  Part  I
                             U S WEST MEDIA GROUP
               NOTES TO COMBINED FINANCIAL STATEMENTS, continued
                             (Dollars in millions)
                                  (Unaudited)

The  components  of  net  investment  in  assets  held  for  sale  follow:
<TABLE>

<CAPTION>



<S>                                                     <C>         <C>

                                                        March 31,   December 31,
                                                              1997           1996
ASSETS
Cash                                                    $       23  $          21
Finance receivables - net                                      817            869
Investment in real estate - net of valuation allowance         191            182
Bonds, at market value                                         145            146
Investment in FSA                                              333            326
Other assets                                                   172            165
                                                        ----------  -------------

Total assets                                            $    1,681  $       1,709
                                                        ==========  =============

LIABILITIES
Debt                                                    $      461  $         481
Deferred income taxes                                          679            671
Accounts payable, accrued liabilities and other                127            137
Minority interests                                              11             11
                                                        ----------  -------------

Total liabilities                                            1,278          1,300
                                                        ----------  -------------

Net investment in assets held for sale                  $      403  $         409
                                                        ==========  =============
</TABLE>


Revenues  of U S WEST Financial Services, Inc., a member of the capital assets
segment,  were  $5  and $7 for the three months ended March 31, 1997 and 1996,
respectively.    Selected  financial  data  for  U  S  WEST Financial Services
follows:
<TABLE>

<CAPTION>



<S>                      <C>         <C>

                         March 31,   December 31,
                               1997           1996
Net finance receivables  $      856  $         859
Total assets                  1,058          1,058
Total debt                      252            236
Total liabilities               999            998
Equity                           59             60
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions)

The  following  discussion  is  based  on  the  U  S WEST Media Group Combined
Financial  Statements prepared in accordance with GAAP.  The discussion should
be  read  in  conjunction  with  the  U  S  WEST,  Inc. Consolidated Financial
Statements.    A discussion of the Media Group's operations on a proportionate
basis  follows  the  GAAP  discussion.

RESULTS  OF  OPERATIONS  - FIRST QUARTER 1997 COMPARED WITH FIRST QUARTER 1996

Sales  and  Other  Revenues

<TABLE>

<CAPTION>



<S>                                  <C>         <C>         <C>      <C>         <C>

                                     Three       Three
                                     Months      Months
                                     Ended       Ended                Pro Forma   Pro forma
                                     March 31,   March 31,   Percent              Percent
                                           1997        1996  Change         1996  Change

Cable and telecommunications:
     Domestic                        $      551  $       57        -  $      519        6.2
     International                            4           -        -           -          -
                                     ----------  ----------  -------  ----------  ---------
                                            555          57        -         519        6.9
Wireless communications:
    Cellular service                        303         239     26.8         239       26.8
    Cellular equipment                       32          25     28.0          25       28.0
                                     ----------  ----------  -------  ----------  ---------
                                            335         264     26.9         264       26.9
Directory and information services:
    Domestic                                287         271      5.9         271        5.9
    International                            22          17     29.4          17       29.4
                                     ----------  ----------  -------  ----------  ---------
                                            309         288      7.3         288        7.3
Other                                         8           4        -           4          -

Sales and other revenues             $    1,207  $      613     96.9  $    1,075       12.3
                                     ==========  ==========  =======  ==========  =========
</TABLE>


Media Group sales and other revenues increased 96.9 percent to $1,207 in 1997,
primarily  as a result of the Continental Merger.  On a pro forma basis, which
gives effect to the Continental Merger as though it had occurred as of January
1,  1996,  Media  Group  sales and other revenues increased 12.3 percent.  The
increase  was  primarily  due  to  growth  in  cellular  service  revenue.

Cable  and  Telecommunications    On  a  pro  forma  basis, domestic cable and
telecommunications  revenues  increased  $32, or 6.2 percent.  The increase is
primarily  a  result  of a 2.2 percent increase in basic subscribers and a 3.7
percent  increase in total revenue per basic subscriber.  Price increases of 6
to  8  percent,  implemented  during  the quarter, and the introduction of new
services  contributed  to  the  increase  in  revenue  per  basic  subscriber.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

International  cable and telecommunications revenues reflect the third-quarter
1996  consolidation  of  Kabel  Plus  a.s. ("Kabel Plus"), Media Group's cable
operation  in  the  Czech  Republic.

Wireless  Communications    Cellular  service  revenues increased $64, or 26.8
percent,  in  1997.    This  increase  is  due  to  a  38  percent increase in
subscribers  during the last twelve months, partially offset by an 8.7 percent
drop  in  average revenue per subscriber to $48.00 per month.  The increase in
subscribers  relates  to  continued  growth  in  demand for wireless services.

Cellular  equipment  revenues  increased  $7,  or  28.0 percent in 1997.  This
increase  is  primarily  due  to an increase in units sold, which was somewhat
offset  by  lower  equipment prices.  A 27 percent increase in customers added
during  the  quarter  and  the  implementation of a phone exchange program for
existing  customers  led  to  the  increase  in  units  sold.

In  April  1997,  Media  Group and AirTouch signed a letter of intent to merge
Media  Group's  domestic  cellular  business  and its interest in PrimeCo into
AirTouch  (the  "AirTouch  Merger").    The  AirTouch Merger would replace the
AirTouch  Joint  Venture.    Under  the  agreement,  AirTouch will assume $2.2
billion  of Media Group debt and Media Group shareowners will receive AirTouch
stock  in  a  tax-free transaction.  Media Group shareowners will receive 84.8
million  AirTouch  shares  if  AirTouch  stock  is trading at $33 or higher at
closing.  If AirTouch is trading at $30 or lower, Media Group shareowners will
receive 93.3 million AirTouch shares.  If the stock is trading between $30 and
$33,  the  number of shares will be adjusted to a total value of $2.8 billion.
In  the  event  Media  Group  is  unable  to  transfer certain of its cellular
interests, because of the pending litigation, the amount of debt to be assumed
by  AirTouch  and the amount of stock to be issued by AirTouch will be reduced
proportionately.

Closing  of  the  AirTouch  Merger  requires, among other things, a definitive
agreement,  approval  by  the  AirTouch  and  U  S WEST boards of directors, a
favorable  ruling from the Internal Revenue Service, Hart-Scott-Rodino review,
approval  by  shareowners  of  Media  Group  and  Communications  Group,  and
satisfaction  of  other  conditions.    The  Company believes this transaction
should  close  by  late  1997  or  early  1998, but "Morris Trust" legislation
introduced  in  Congress would block this transaction if passed in its current
form.    In  this  event,  Media  Group  and  AirTouch would continue with the
AirTouch  Joint  Venture.  See Note B - AirTouch Transaction - to the Combined
Financial  Statements.

Directory and Information Services  Revenues related to Yellow Pages directory
advertising  represent  99  percent  of  domestic  directory  and  information
services revenues.  Yellow Pages directory advertising revenues increased $19,
or  7.2  percent.  The increase is driven by a 7.4 percent increase in revenue
per  local advertiser primarily resulting from price increases of 5.0 percent.
This increase was partially offset by a revenue decrease of $3 associated with
exited  product  lines.

International  directory  publishing  revenues increased $5 in 1997, primarily
due  to  an increase in revenue per advertiser.  This increase was achieved by
selling  more  and  higher  priced  advertisements  to  existing  advertisers.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Operating  Income
<TABLE>

<CAPTION>



<S>                                   <C>          <C>          <C>       <C>          <C>

                                      Three        Three
                                      Months       Months
                                      Ended        Ended                               Pro forma
                                      March 31,    March 31,    Percent   Pro forma    Percent
                                            1997         1996   Change          1996   Change

Cable and telecommunications:
     Domestic                         $      (15)  $        8         -   $       (9)      (66.7)
     International                            (4)           -         -            -           - 
                                      -----------  -----------  --------  -----------  ----------
                                             (19)           8                     (9)          - 

Wireless communications:
     Domestic                                 95           50      90.0           50        90.0 
     International                            (3)           -         -            -           - 
                                      -----------  -----------  --------  -----------  ----------
                                              92           50      84.0           50        84.0 

Directory and information services:
    Domestic                                 130          110      18.2          110        18.2 
    International                             (7)          (8)    (12.5)          (8)       12.5 
                                      -----------  -----------  --------  -----------  ----------
                                             123          102      20.6          102        20.6 

Other (see Note 1)                           (18)         (31)    (41.9)         (31)       41.9 
                                      -----------  -----------  --------  -----------  ----------

Operating income                      $      178   $      129      38.0   $      112        58.9 
                                      -----------  -----------  --------  -----------  ----------
</TABLE>


Note  1  -  Primarily  includes  headquarters expenses for shared services and
divisional  expenses  associated  with  equity  investments.

During 1997, Media Group operating income increased 38.0 percent, to $178.  On
a  pro  forma basis, which gives effect to the Continental Merger as though it
had  occurred  as of January 1, 1996, operating income increased 58.9 percent.
The  increases  were primarily due to strong growth in wireless communications
operations.

During 1997, EBITDA more than doubled to $481, which was primarily a result of
the  Continental Merger.  Pro forma EBITDA increased 22.7 percent, which was a
result of strong growth in wireless communications operations. The Media Group
considers  EBITDA  an  important indicator of the operating performance of its
businesses.    EBITDA,  however, should not be considered as an alternative to
operating or net income as an indicator of performance or as an alternative to
cash  flows  from operating activities as a measure of liquidity, in each case
determined  in  accordance  with  GAAP.

Cable  and  Telecommunications    On  a  pro  forma  basis,  cable  and
telecommunications  operating  income  decreased  $10,  to  $(19),  in  1997.
Domestic  cable operating income contributed $6 to the decline, primarily as a
result of increased depreciation expense related to system upgrade activities.
The  remaining  decrease is attributed to the third-quarter 1996 consolidation
of  Kabel  Plus.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

On  a  pro  forma  basis, cable and telecommunications EBITDA increased $2, to
$221, during 1997.  Domestic cable and telecommunications EBITDA increased $4,
to  $223.  Revenue increases were partially offset by increases in programming
costs  associated  with  introducing  new  channels  and  costs related to the
development  of  new  services.    International  cable and telecommunications
EBITDA loss of $2 reflects the third-quarter 1996 consolidation of Kabel Plus.

Wireless  Communications      Domestic  cellular operating income increased 90
percent,  to $95 during 1997.  The increase in operating income is a result of
revenue  increases  associated  with  the  rapidly  expanding  subscriber base
combined  with  efficiency gains.  On a per subscriber basis, the 1997 decline
in  revenue  of  8.7  percent  has  been  more than offset by the 23.0 percent
decrease  in  costs  to acquire and support customers.  International wireless
communications  operating  loss  of  $3  reflects  the  third-quarter  1996
consolidation of Russian Telecommunications Development Corporation, a Russian
venture  which  holds  wireless  investments.

Domestic  cellular  EBITDA  increased  63.1 percent, to $137 during 1997.  The
business  is  continuing  to realize operating scale efficiencies resulting in
lower  costs  on a per subscriber basis.  The efficiencies have contributed to
an  increase  in 1997 domestic cellular service EBITDA margin to 45.2 percent,
compared  with  35.1  percent  in  1996.

Directory  and  Information Services  During 1997, operating income related to
domestic  Yellow  Pages  directory  advertising  increased $8, or 6.2 percent.
Revenue  increases  of  7.2  percent  were  partially  offset  by increases in
printing  and  paper  costs.    The increases are primarily associated with an
increase  in  premium  advertising.

Operating  losses  associated with on-going product development activities are
included  in domestic directory and information services.  Such losses reduced
domestic  directory  and  information services operating income by $7 in 1997,
compared  with  a  reduction  of $19 in 1996.  The decrease in these operating
losses  is  primarily  the  result  of  exiting  various  product  development
activities.

EBITDA  related  to  domestic  Yellow  Pages  directory  advertising  service
increased  9.8  percent,  to $146 during 1997.  The EBITDA margin increased to
51.4  percent  in  1997,  compared  with  50.2  percent  in  1996.

Other    Other  operating  losses decreased $13 primarily due to the timing of
billing  corporate  costs  to  operating companies and a one-time reduction in
corporate  expenses.


<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Interest  Expense  and  Other
<TABLE>

<CAPTION>



<S>                                       <C>         <C>         <C>       <C>         <C>

                                          Three       Three
                                          Months      Months
                                          Ended       Ended                             Pro forma
                                          March 31,   March 31,   Percent   Pro Forma   Percent
                                                1997        1996  Change          1996  Change

Interest expense                          $      175  $       24        -   $      170        2.9 
Equity losses in unconsolidated ventures         165          66        -           75          - 
Gain on sale of investment                        51           -        -            -          - 
Guaranteed minority interest expense              22          12     83.3           12       83.3 
Other expense - net                                4           7    (42.9)          11      (63.6)
</TABLE>


Interest  expense  increased  $151  in  1997,  primarily  as  a  result of the
Continental  Merger.    U  S WEST assumed Continental debt totaling $6,525 (at
market  value)  and incurred debt of $1,150 to finance the cash portion of the
Merger  consideration.    On a pro forma basis, interest expense increased $5,
primarily  related  to  increased capital expenditures to upgrade the domestic
cable  network.

Equity  losses  increased  $99  in  1997.    This increase is primarily due to
increased  losses  from  international ventures and the domestic investment in
PrimeCo.    The  increase  in  international losses relate to expansion of the
network  and  additional  financing  at  TeleWest;  costs  associated with the
significant  increase in customers at One 2 One; and license fees related to a
wireless venture in India.  Domestically, PrimeCo launched service in November
1996,  and  losses  associated with this venture have increased as a result of
start-up  and other costs. The Media Group expects equity losses will continue
to  be  significant  as  expansion  activities  continue.

In  1997, the Media Group sold its 5 percent interest in a wireless venture in
France  for proceeds of $82, and a pretax gain of $51.  The proceeds consisted
of  cash  and  a  note  receivable  due  in  the  second  quarter  of  1997.

Guaranteed  minority  interest  expense reflects an increase of $10 related to
the  October  1996  issuance  of  Company-obligated  mandatorily  redeemable
preferred  securities  of  subsidiary  trust holding solely Company-guaranteed
debentures  ("Preferred  Securities")  totaling  $480.


<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions,  except  per  share amounts),
continued

Income  Tax  Provision  (Benefit)
<TABLE>

<CAPTION>



<S>                             <C>          <C>          <C>          <C>          <C>

                                Three        Three
                                Months       Months
                                Ended        Ended
                                March 31,    March 31,                 Pro forma    Pro forma
                                      1997         1996    (Decrease)        1996   Increase

Income tax provision (benefit)  $      (28)  $       17   $      (45)  $      (45)  $       17
Effective tax rate                    20.4%        85.0%           -         28.8%           -
</TABLE>


The  decrease  in the effective tax rate is primarily a result of a shift from
pretax  earnings  to  pretax  losses  and  additional  goodwill  amortization
associated  with  the  Continental  Merger.

Net  Income  (Loss)

In  1997,  the  Media  Group  reported  a net loss of $109, ($0.20 per share),
compared  with  net  income  of  $3 ($0.00 per share), in 1996.  Excluding the
after  tax  effects  of the gain on sale of investment totaling $31 ($0.05 per
share),  Media  Group net income declined $143 in 1997.  Approximately $113 of
the  decline in net income is a result of the Continental Merger, which caused
a  significant  increase  in interest, depreciation and amortization expenses.
The  remaining  decline  in  net  income  is a result of an increase in losses
generated  by  unconsolidated  ventures partially offset by increased earnings
produced  by  the  domestic  cellular  operations.

Liquidity  and  Capital  Resources

Operating  Activities

Cash  provided  by  operating  activities of the Media Group increased $139 in
1997.  Growth  in  operations  from  the  domestic  cellular  business and the
Continental  Merger  contributed to the increase.  This increase was partially
offset by an increase in financing costs associated with increased debt levels
resulting  from  the  Continental  Merger.

Investing  Activities

Capital  expenditures  of  the Media Group were $364 in 1997.  The majority of
expenditures  were  devoted  to  upgrading  the  domestic  cable  network  and
expansion  of  the  cellular  network.  The  Media  Group also invested $48 in
international  ventures in 1997, primarily additional capital contributions to
a wireless venture in India.  Other investing activities include an investment
in  Continental  of $1,150 which represents payment of the cash portion of the
Merger  consideration.

<PAGE>
10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued


During  the  first  quarter  of  1997,  the  Media  Group  reached a tentative
settlement to transfer its investment in Optus Vision, an Australian cable and
telecommunications  venture  acquired  in  the  Continental  Merger,  to Optus
Communications  Pty  Ltd,  an  Australian  telecommunications  carrier.   Upon
satisfaction  of  various pre-conditions, Media Group will receive convertible
notes  which  can  be  converted to shares of Optus Communications upon public
offering  of  its  shares.    The settlement releases the Company from current
litigation and any future claims, and is subject to the consent of bankers and
approval  from  the  foreign  investment  review  board.

During  1997,  the  Media  Group  received  proceeds  of $149 from the sale of
4,075,000  shares  of Teleport Communications Group stock and partial proceeds
from the sale of the Media Group's 5 percent interest in a wireless venture in
France.

Financing  Activities

Media Group debt at March 31, 1997 was $10,023, an increase of $1,170 compared
with  December  31, 1996.  The Media Group incurred additional debt in 1997 to
finance the cash portion of the Merger consideration which totaled $1,150.  In
January  1997,  the  Company  issued  medium- and long-term debt totaling $4.1
billion,  at  a weighted average rate of 7.47 percent.  The proceeds were used
to  refinance  debt  incurred  in  conjunction  with  the  Continental Merger.

Excluding  debt  associated with the capital assets segment, the Media Group's
percentage  of  debt  to  total  capital  at  March 31, 1997, was 53.9 percent
compared  with  50.3  percent at December 31, 1996.  Including debt associated
with  the  capital  assets  segment,  Preferred  Securities  and  mandatorily
redeemable  preferred  stock,  the  Media  Group's percentage of debt to total
capital  at  March  31,  1997,  was 60.9 percent compared with 57.8 percent at
December   31, 1996.  The percentage of debt to total capital has increased as
a  result  of  increased  debt  associated  with  the  Continental  Merger.

Due to the significant capital requirements associated with the domestic cable
upgrade,  the  Media  group  expects  that  cash  from  operations will not be
adequate  to  fund  expected  cash  requirements  in  the  next several years.
Additional  financing  will  come  primarily  from  new  debt.

Media  Group  from  time  to time engages in preliminary discussions regarding
restructurings,  dispositions  and  other  similar  transactions.    Any  such
transaction  may  include, among other things, the transfer of certain assets,
businesses  or interests, or the incurrence or assumption of indebtedness, and
could  be material to the financial condition and results of operations of U S
WEST  and  the  Media  Group.  There is no assurance that any such discussions
will  result  in  the  consummation  of  any  such  transaction.


<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Selected  Proportionate  Data

The  following  table  and  discussion  is not required by GAAP or intended to
replace  the  Combined  Financial Statements prepared in accordance with GAAP.
It  is  presented  supplementally  because  the  Media  Group  believes  that
proportionate  financial  and  operating data facilitate the understanding and
assessment  of  its Combined Financial Statements.  The table does not reflect
financial data of the capital assets segment, which had net assets of $403 and
$409  at  March  31,  1997 and December 31, 1996, respectively.  The financial
information  included below departs materially from GAAP because it aggregates
the  revenues  and  operating  income  of entities not controlled by the Media
Group  with  those  of  the  consolidated  operations  of  the  Media  Group.
<TABLE>

<CAPTION>



<S>                                   <C>             <C>             <C>

                                      Three Months    Three Months
                                      Ended           Ended
                                      March 31,       March 31,
                                                      Pro forma       Percent
                                               1997         1996 (1)  Change
REVENUES
Cable and telecommunications:
     Domestic (2)                     $       1,215   $       1,153       5.4 
     International                              108              82      31.7 

Wireless communications:
     Domestic                                   309             240      28.8 
     International                              144              88      63.6 

Directory and information services:
    Domestic                                    287             271       5.9 
    International                                29              32      (9.4)

Corporate and other                               5               3      66.7 
                                      --------------  --------------  --------

Total revenues                        $       2,097   $       1,869      12.2 
                                      ==============  ==============  ========

EBITDA (3)
Cable and telecommunications:
     Domestic (2)                     $         390   $         361       8.0 
     International                                9              (2)        - 

Wireless communications:
     Domestic                                   101              69      46.4 
     International                              (10)              1         - 

Directory and information services:
    Domestic                                    139             117      18.8 
    International                                (6)             (4)     50.0 

Corporate and other                              (3)             (9)    (66.7)
                                      --------------  --------------  --------

Total EBITDA                          $         620   $         533      16.3 
                                      ==============  ==============  ========
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Selected  Proportionate  Data,  continued
<TABLE>

<CAPTION>



<S>                                   <C>             <C>             <C>

                                      Three Months    Three Months
                                      Ended           Ended
                                      March 31,       March 31,
                                                      Pro forma       Percent
                                               1997         1996 (1)  Change
OPERATING INCOME
Cable and telecommunications:
     Domestic (2)                     $          50   $          41      22.0 
     International                              (39)            (28)     39.3 

Wireless communications:
     Domestic                                    53              38      39.5 
     International                              (55)            (22)        - 

Directory and information services:
    Domestic                                    130             110      18.2 
    International                               (10)             (7)     42.9 

Corporate and other                              (6)            (12)    (50.0)
                                      --------------  --------------  --------

Total operating income                $         123   $         120       2.5 
                                      ==============  ==============  ========


NET INCOME (LOSS)
Cable and telecommunications:
     Domestic (2)                     $        (119)  $        (117)      1.7 
     International                              (57)            (37)     54.1 

Wireless communications:
     Domestic                                    22              17      29.4 
     International                              (24)            (24)        - 

Directory and information services:
    Domestic                                     77              66      16.7 
    International                               (10)             (7)     42.9 

Corporate and other                               2              (9)        - 
                                      --------------  --------------  --------

Total net loss                        $        (109)  $        (111)     (1.8)
                                      ==============  ==============  ========
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Selected  Proportionate  Data,  continued
<TABLE>

<CAPTION>



<S>                                   <C>                 <C>         <C>

                                      Three Months Ended
                                      March 31,
                                                          Pro forma   Percent
                                                    1997    1996 (1)  Change
SUBSCRIBERS/ADVERTISERS:
Cable and telecommunications:
     Domestic (2)                                  7,595      7,305       4.0 
     International                                 1,166        919      26.9 

Wireless communications:
     Domestic                                      1,984      1,437      38.1 
     International                                   612        334      83.2 

Directory and information services:
    Domestic                                         482        482         - 
    International                                    205        282     (27.3)
                                      ------------------  ----------  --------

Total subscribers/advertisers                     12,044     10,759      11.9 
                                      ==================  ==========  ========

<FN>

<F1>
(1)  1996  pro  forma  proportionate  results  reflect  the  following for the
quarter:   1) Media Group historical proportionate results; 2) the Continental
Merger; 3) Continental's acquisition of the remaining interest in Meredith/New
Heritage;  4)  the  reclassification  of  the  Teleport  Communications  Group
investment  to  equity  method;  and  5)  Continental's  cable  investments in
Argentina  and  Singapore.
<F2>
(2)     The proportionate results are based on the Media Group's 25.51 percent
pro  rata  priority  and  residual  equity  interests  in reported Time Warner
Entertainment  Company  L.P.  ("TWE")  results.   The reported TWE results are
prepared  in  accordance  with  GAAP  and have not been adjusted to report TWE
results  on  a  proportionate  basis.
<3>
(3)  Proportionate  EBITDA represents the Media Group's equity interest in the
entities  multiplied  by  the  entity's EBITDA.  As such, proportionate EBITDA
does  not  represent  cash  available  to  the  Media  Group.
</FN>
</TABLE>



PROPORTIONATE  RESULTS  OF OPERATIONS - FIRST QUARTER 1997 COMPARED WITH FIRST
QUARTER  1996

Proportionate  Media  Group  revenues  increased  12 percent, to $2.1 billion,
EBITDA increased 16 percent, to $620, and subscribers/advertisers increased 12
percent  to  12  million.    Strong growth in domestic wireless communications
contributed  to  the  increases  in  proportionate  revenue  and  EBITDA,  and
international cable and telecommunications and wireless operations contributed
to  the  growth  in  subscribers.


<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations  (Dollars  in  millions),  continued

Cable  and  Telecommunications    During  1997, proportionate revenues for the
domestic  cable  and  telecommunications  operations  increased  5  percent to
$1,215.    This  is  a  result  of  increases  in  subscribers and revenue per
subscriber  mainly  due  to price increases.  Proportionate EBITDA increased 8
percent, to $390.  Proportionate EBITDA related to TWE operations increased 18
percent.    TWE's results benefited from improved operations and by a one-time
gain  on  the  sale  of  TWE's  interest  in  E!  Entertainment.

During 1997, international cable and telecommunications proportionate revenues
increased  32 percent, to $108, and proportionate EBITDA increased $11, to $9.
Customer  growth  at  TeleWest  and new investments in Malaysia, and Indonesia
contributed  to  the  increase in proportionate revenue.  A reduction in Media
Group  international  staff  costs as well as growth in operations at TeleWest
and  Malaysia  contributed  to  the  increase  in  proportionate  EBITDA.

Proportionate  international cable subscribers total approximately 1.2 million
at  March  31,  1997,  a  14  percent  increase,  on  a  comparable  basis.

Wireless Communications  During 1997, domestic wireless proportionate revenues
increased  29 percent, to $309, and proportionate EBITDA increased 46 percent,
to  $101.    Excluding  losses  generated by the start-up of PrimeCo, domestic
cellular proportionate EBITDA increased 64 percent.  The increase in EBITDA is
a  result  of revenue increases associated with the rapidly expanding domestic
cellular  subscriber  base  combined  with  efficiency  gains.

During  1997, proportionate revenues for the international wireless operations
increased  64  percent,  to  $144,  and  proportionate EBITDA decreased $11 to
($10).    The  increase in proportionate revenue is primarily a result of a 50
percent  increase  in  subscribers  at  One  2  One.   EBITDA losses increased
primarily  as a result of costs associated with increasing the subscriber base
at  One  2  One.

Proportionate  international wireless subscribers grew to 612,000 at March 31,
1997,  an  83  percent  increase  from  a  year  ago.

Directory  and  Information  Services    Proportionate  revenues  for domestic
directory  and  information services increased 6 percent in 1997, to $287, and
proportionate  EBITDA increased 19 percent, to $139.  The increases are due to
price  and  volume  increases, reduction in new product development activities
and  employee  reductions.

Proportionate  revenues  for international directories businesses decreased $3
in  1997,  to $29, and proportionate EBITDA decreased $2, to ($6).  A delay in
publishing  a  large  directory  contributed  to  the  decreases.


<PAGE>
Form  10-Q  -  Part  II

                          PART II - OTHER INFORMATION

Item  1.    Legal  Proceedings

U S WEST and its subsidiaries are subject to claims and proceedings arising in
the  ordinary course of business.  While complete assurance cannot be given as
to  the outcome of any contingent liabilities, in the opinion of U S WEST, any
financial  impact  to  which  U S WEST and its subsidiaries are subject is not
expected  to  be  material  in  amount  to U S WEST's operating results or its
financial  position.


Item  6.    Exhibits  and  Reports  on  Form  8-K

(a)    Exhibits

Exhibit
Number
<TABLE>

<CAPTION>



<C>  <S>

11  Statement regarding computation of earnings per share of U S WEST, Inc.

12  Statement regarding computation of earnings to fixed charges ratio of U S WEST, Inc.
    and U S WEST Financial Services, Inc.

</TABLE>


(b)    Reports  on  Form  8-K  filed  during  the  first  quarter
<TABLE>

<CAPTION>



<C>    <S>

  (i)  Form 8-K report dated January 22, 1997, filing a Form of Underwriting Agreement and
       Form of Notes and Debentures Concerning U S WEST Capital Funding, Inc.,
       unconditionally guaranteed as to payment of principal premium, if any, and interest by
       U S WEST, Inc.;
 (ii)  Form 8-K report dated February 12, 1997, concerning the release of earnings for the
       year ended December 31, 1996; and
(iii)  Form 8-K report dated March 28, 1997, concerning the Unaudited Pro Forma
       Condensed Combined Financial Statements of U S WEST, Inc. and U S WEST Media
       Group for the year ended December 31, 1996.
</TABLE>


<PAGE>

                                  SIGNATURES


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  thereunto  duly  authorized.

May  14,  1997

     /S/    Michael  P.  Glinsky

U  S  WEST,  Inc.
     Michael  P.  Glinsky
     Executive  Vice  President  and
     Chief  Financial  Officer