30

<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 September 30, 1996

                                      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 October 31, 1996, was:

U  S  WEST  Communications  Group  Common  Stock  -  479,325,224  shares;
U  S  WEST  Media  Group  Common  Stock  -  474,030,076  shares


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

<CAPTION>



<S>    <C>                                                               <C>

                                                                         Page
                                                                         ----
 Item
-----                                                                        
       PART I - FINANCIAL INFORMATION
1.     U S WEST, Inc. Financial Information
       Consolidated Statements of Income -
       Three and Nine Months Ended September 30, 1996 and 1995              3
       Consolidated Balance Sheets -
       September 30, 1996 and December 31, 1995                             5
       Consolidated Statements of Cash Flows -
       Nine Months Ended September 30, 1996 and 1995                        7
       Notes to Consolidated Financial Statements                           8
2.     U S WEST, Inc. Management's Discussion and Analysis of Financial
       Condition and Results of Operations                                 15


1.     U S WEST Communications Group Financial Information
       Combined Statements of Income -
       Three and Nine Months Ended September 30, 1996 and 1995             32
       Combined Balance Sheets -
       September 30, 1996 and December 31, 1995                            33
       Combined Statements of Cash Flows -
       Nine Months Ended September 30, 1996 and 1995                       35
       Notes to Combined Financial Statements                              36
2.     U S WEST Communications Group Management's Discussion and
       Analysis of Financial Condition and Results of Operations           39


1.     U S WEST Media Group Financial Information
       Combined Statements of Operations -
       Three and Nine Months Ended September 30, 1996 and 1995             51
       Combined Balance Sheets -
       September 30, 1996 and December 31, 1995                            52
       Combined Statements of Cash Flows -
       Nine Months Ended September 30, 1996 and 1995                       54
       Notes to Combined Financial Statements                              55
2.     U S WEST Media Group Management's Discussion and
       Analysis of Financial Condition and Results of Operations           60

       PART II - OTHER INFORMATION
1.     Legal Proceedings                                                   73
6.     Exhibits and Reports on Form 8-K                                    73

</TABLE>



Form  10-Q  -  Part  I
<TABLE>

<CAPTION>



<S>                                 <C>

CONSOLIDATED STATEMENTS OF INCOME   U S WEST, Inc.
(Unaudited)
<CAPTION>



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


                                                 Three Months Ended   Three Months Ended    Nine Months Ended
                                                 -------------------  --------------------  ------------------
                                                 September 30 1996    September 30, 1995    September 30 1996
                                                 -------------------  --------------------  ------------------
Dollars in millions
-----------------------------------------------                                                               

Sales and other revenues                         $             3,179  $             2,964   $            9,353

Operating expenses:
  Employee-related expenses                                    1,105                1,007                3,246
  Other operating expenses                                       623                  592                1,823
  Taxes other than income taxes                                  101                  103                  319
  Depreciation and amortization                                  624                  573                1,796
                                                 -------------------  --------------------  ------------------
Total operating expenses                                       2,453                2,275                7,184

Income from operations                                           726                  689                2,169

Interest expense                                                 140                  137                  411
Equity losses in unconsolidated ventures                          81                   38                  224
Gains on sales of rural telephone exchanges                        2                   34                   51
Guaranteed minority interest expense                              12                    2                   36
Other expense - net                                                1                    8                   47
                                                 -------------------  --------------------  ------------------

Income before income taxes, extraordinary
    item and cumulative effect of change in
    accounting principle                                         494                  538                1,502
Provision for income taxes                                       190                  213                  588
                                                 -------------------  --------------------  ------------------

Income before extraordinary item and cumulative
    effect of change in accounting principle                     304                  325                  914
Extraordinary item:
  Early extinguishment of debt, net of tax                         -                   (9)                   -
                                                 -------------------  --------------------  ------------------

Income before cumulative effect of change
    in accounting principle                                      304                  316                  914
  Cumulative effect of change in accounting
    principle - net of tax                                         -                    -                   34
                                                 -------------------  --------------------  ------------------
NET INCOME                                                       304                  316                  948

Preferred dividends                                                1                    1                    3
                                                 -------------------  --------------------  ------------------
EARNINGS AVAILABLE FOR
  COMMON STOCK                                   $               303  $               315   $              945
                                                 ===================  ====================  ==================


<S>                                              <C>


                                                 Nine Months Ended
                                                 --------------------
                                                 September 30  1995
                                                 --------------------
Dollars in millions
-----------------------------------------------                      

Sales and other revenues                         $             8,686 

Operating expenses:
  Employee-related expenses                                    2,982 
  Other operating expenses                                     1,661 
  Taxes other than income taxes                                  330 
  Depreciation and amortization                                1,695 
                                                 --------------------
Total operating expenses                                       6,668 

Income from operations                                         2,018 

Interest expense                                                 404 
Equity losses in unconsolidated ventures                         128 
Gains on sales of rural telephone exchanges                      112 
Guaranteed minority interest expense                               2 
Other expense - net                                                6 
                                                 --------------------

Income before income taxes, extraordinary
    item and cumulative effect of change in
    accounting principle                                       1,590 
Provision for income taxes                                       617 
                                                 --------------------

Income before extraordinary item and cumulative
    effect of change in accounting principle                     973 
Extraordinary item:
  Early extinguishment of debt, net of tax                        (9)
                                                 --------------------

Income before cumulative effect of change
    in accounting principle                                      964 
  Cumulative effect of change in accounting
    principle - net of tax                                         - 
                                                 --------------------
NET INCOME                                                       964 

Preferred dividends                                                3 
                                                 --------------------
EARNINGS AVAILABLE FOR
  COMMON STOCK                                   $               961 
                                                 ====================
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I
<TABLE>

<CAPTION>



<S>                                <C>

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



<TABLE>

<CAPTION>



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

                                                    Three Months Ended   Three Months Ended    Nine Months Ended
                                                    -------------------  --------------------  -------------------
                                                    September 30 1996    September 30  1995    September 30  1996
                                                    -------------------  --------------------  -------------------
In thousands (except per share amounts)
--------------------------------------------------                                                                

COMMUNICATIONS GROUP EARNINGS
   PER COMMON SHARE:
  Income before extraordinary item and cumulative
      effect of change in accounting principle      $              0.60  $              0.62   $              1.90
  Extraordinary item                                                  -                (0.01)                    -
  Cumulative effect of change in accounting
      principle                                                       -                    -                  0.07
                                                    -------------------  --------------------  -------------------
COMMUNICATIONS GROUP EARNINGS
   PER COMMON SHARE                                 $              0.60  $              0.61   $              1.97
                                                    ===================  ====================  ===================

COMMUNICATIONS GROUP DIVIDENDS
   PER COMMON SHARE                                 $             0.535  $             0.535   $             1.605
                                                    ===================  ====================  ===================
COMMUNICATIONS GROUP AVERAGE
   COMMON SHARES OUTSTANDING                                    478,356              471,229               476,744
                                                    ===================  ====================  ===================

MEDIA GROUP EARNINGS PER
   COMMON SHARE:
  Income available for common stock before
     extraordinary item                             $              0.04  $              0.07   $              0.01
  Extraordinary item                                                  -                (0.01)                    -
                                                    -------------------  --------------------  -------------------
MEDIA GROUP EARNINGS PER
   COMMON SHARE                                     $              0.04  $              0.06   $              0.01
                                                    ===================  ====================  ===================
MEDIA GROUP AVERAGE COMMON
   SHARES OUTSTANDING                                           473,902              471,229               473,501
                                                    ===================  ====================  ===================

U S WEST, Inc. EARNINGS PER COMMON
   SHARE:
  Income available for common stock before
      extraordinary item and cumulative effect
      of change in accounting principle             $                 -  $              0.69   $                 -
  Extraordinary item                                                  -                (0.02)                    -
                                                    -------------------  --------------------  -------------------
U S WEST, Inc. EARNINGS PER COMMON
   SHARE                                            $                 -  $              0.67   $                 -
                                                    ===================  ====================  ===================
U S WEST, Inc. AVERAGE COMMON
   SHARES OUTSTANDING                                                 -              471,229                     -
                                                    ===================  ====================  ===================


<S>                                                 <C>

                                                    Nine Months Ended
                                                    --------------------
                                                    September 30  1995
                                                    --------------------
In thousands (except per share amounts)
--------------------------------------------------                      

COMMUNICATIONS GROUP EARNINGS
   PER COMMON SHARE:
  Income before extraordinary item and cumulative
      effect of change in accounting principle      $              1.91 
  Extraordinary item                                              (0.01)
  Cumulative effect of change in accounting
      principle                                                       - 
                                                    --------------------
COMMUNICATIONS GROUP EARNINGS
   PER COMMON SHARE                                 $              1.90 
                                                    ====================

COMMUNICATIONS GROUP DIVIDENDS
   PER COMMON SHARE                                 $             1.605 
                                                    ====================
COMMUNICATIONS GROUP AVERAGE
   COMMON SHARES OUTSTANDING                                    470,076 
                                                    ====================

MEDIA GROUP EARNINGS PER
   COMMON SHARE:
  Income available for common stock before
     extraordinary item                             $              0.15 
  Extraordinary item                                              (0.01)
                                                    --------------------
MEDIA GROUP EARNINGS PER
   COMMON SHARE                                     $              0.14 
                                                    ====================
MEDIA GROUP AVERAGE COMMON
   SHARES OUTSTANDING                                           470,076 
                                                    ====================

U S WEST, Inc. EARNINGS PER COMMON
   SHARE:
  Income available for common stock before
      extraordinary item and cumulative effect
      of change in accounting principle             $              2.06 
  Extraordinary item                                              (0.02)
                                                    --------------------
U S WEST, Inc. EARNINGS PER COMMON
   SHARE                                            $              2.04 
                                                    ====================
U S WEST, Inc. AVERAGE COMMON
   SHARES OUTSTANDING                                           470,076 
                                                    ====================
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>

Form  10-Q  -  Part  I
<TABLE>

<CAPTION>



<S>                           <C>

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



<S>                                       <C>                  <C>


Dollars in millions                       September 30, 1966   December 31, 1965
----------------------------------------  -------------------  ------------------

ASSETS

Current assets:
     Cash and cash equivalents            $               160  $              192
     Accounts and notes receivable - net                1,973               1,886
     Inventories and supplies                             198                 227
     Deferred tax asset                                   251                 282
     Prepaid and other                                    354                 322
                                          -------------------  ------------------

Total current assets                                    2,936               2,909
                                          -------------------  ------------------


Gross property, plant and equipment                    34,265              32,884
Accumulated depreciation                               19,038              18,207
                                          -------------------  ------------------

Property, plant and equipment - net                    15,227              14,677

Investment in Time Warner Entertainment                 2,493               2,483
Intangible assets - net                                 1,791               1,798
Investment in international ventures                    1,371               1,511
Net investment in assets held for sale                    404                 429
Other assets                                            1,361               1,264
                                          -------------------  ------------------

Total assets                              $            25,583  $           25,071
                                          ===================  ==================
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I
<TABLE>

<CAPTION>



<S>                          <C>

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



<S>                                                <C>                   <C>

Dollars in millions                                September 30, 1996    December 31, 1995
-------------------------------------------------  --------------------  -------------------

LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities:
     Short-term debt                               $             1,728   $            1,901 
     Accounts payable                                              831                  975 
     Employee compensation                                         382                  385 
     Dividends payable                                             257                  254 
     Current portion of restructuring charge                       207                  282 
     Other                                                       1,461                1,255 
                                                   --------------------  -------------------

Total current liabilities                                        4,866                5,052 
                                                   --------------------  -------------------


Long-term debt                                                   7,402                6,954 
Postretirement and other postemployment benefit
   obligations                                                   2,420                2,433 
Deferred taxes, credits and other                                1,962                2,033 

Preferred securities of subsidiary trust holding
   Company-guaranteed debentures                                   600                  600 
Preferred stock subject to mandatory redemption                     51                   51 

Common shareowners' equity:
     Common shares                                               8,396                8,228 
     Retained earnings (deficit)                                    41                 (115)
     LESOP guarantee                                              (109)                (127)
     Foreign currency translation adjustments                      (46)                 (38)
                                                   --------------------  -------------------
Total common shareowners' equity                                 8,282                7,948 
                                                   --------------------  -------------------

Total liabilities and shareowners' equity          $            25,583   $           25,071 
                                                   ====================  ===================
</TABLE>


Contingencies  (See  Note  F  to  the  Consolidated  Financial  Statements)
See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I
<TABLE>

<CAPTION>



<S>                                    <C>

CONSOLIDATED STATEMENTS OF CASH FLOWS  U S WEST, Inc.
(Unaudited)  Dollars in millions
-------------------------------------                

<CAPTION>



<S>                                                                  <C>       <C>

Nine Months Ended September 30,                                         1996      1995 
-------------------------------------------------------------------  --------  --------
OPERATING ACTIVITIES
   Net income                                                        $   948   $   964 
   Adjustments to net income:
      Depreciation and amortization                                    1,796     1,695 
      Equity losses in unconsolidated ventures                           224       128 
      Gains on sales of rural telephone exchanges                        (51)     (112)
      Cumulative effect of change in accounting principle                (34)        - 
      Deferred income taxes and amortization
         of investment tax credits                                       (68)       93 
   Changes in operating assets and liabilities:
       Restructuring payments                                           (126)     (268)
       Postretirement medical and life costs - net of cash fundings      (20)      (86)
       Accounts and notes receivable                                     (87)     (219)
       Inventories, supplies and other current assets                     (9)      (81)
       Accounts payable and accrued liabilities                          171        88 
   Other - net                                                            33        21 
                                                                     --------  --------
   Cash provided by operating activities                               2,777     2,223 
                                                                     --------  --------
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                     (2,252)   (1,943)
   Investment in international ventures                                 (227)     (576)
   Proceeds from disposals of property, plant and equipment              129       166 
   Cash (to) from net investment in assets held for sale                 176      (108)
   Other - net                                                           (41)     (274)
                                                                     --------  --------
   Cash (used for) investing activities                               (2,215)   (2,735)
                                                                     --------  --------
FINANCING ACTIVITIES
   Net proceeds from issuance of short-term debt                         187       688 
   Proceeds from issuance of long-term debt                              346       499 
   Repayments of long-term debt                                         (561)     (640)
   Proceeds from issuance of trust originated
      preferred securities - net                                           -       581 
   Dividends paid on common stock and preferred stock                   (706)     (697)
   Proceeds from issuance of common stock                                140        43 
   Purchases of treasury stock                                             -       (63)
                                                                     --------  --------
   Cash (used for) provided by financing activities                     (594)      411 
                                                                     --------  --------

CASH AND CASH EQUIVALENTS
   Decrease                                                              (32)     (101)
   Beginning balance                                                     192       209 
                                                                     --------  --------
   Ending balance                                                    $   160   $   108 
                                                                     ========  ========
</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 and Nine Months Ended September 30, 1996 and 1995
                            (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  1995  U  S WEST Consolidated
Financial  Statements and notes thereto included in U S WEST's proxy statement
mailed  to  all  shareowners  on  April  8,  1996.

Earnings  Per  Common  Share

U  S  WEST  Communications  Group  earnings per common share and dividends per
common  share and U S WEST Media Group earnings per common share for 1995 have
been  presented on a pro forma basis to reflect the Communications Group's and
the  Media Group's stock as if it had been outstanding since January 1, 1995. 
For periods prior to the November 1, 1995 recapitalization, the average common
shares  outstanding  are  assumed  to  be  equal  to the average common shares
outstanding  for  U  S  WEST.

New  Accounting  Standard

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."  SFAS No. 121 requires
that  long-lived  assets  and  associated  intangibles be written down to fair
value  whenever  an impairment review indicates that the carrying value cannot
be  recovered  on an undiscounted cash flow basis.  SFAS No. 121 also requires
that  a company no longer record depreciation expense on assets held for sale.


<PAGE>
Form  10-Q  -  Part  I

                                U S WEST, Inc.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
               (Dollars in millions, except per share amounts)
                                 (Unaudited)

Adoption  of  SFAS  No. 121 resulted in income of $34 (net of tax of $22) from
the  cumulative  effect  of  reversing  depreciation expense recorded in prior
years  related  to  rural  telephone  exchanges  held  for sale.  Depreciation
expense was reversed from the date the Company formally committed to a plan to
dispose  of the rural exchange assets through January 1, 1996.  The income has
been  recorded  as  a  cumulative  effect of change in accounting principle in
accordance with SFAS No. 121.  The carrying value of the rural exchange assets
was approximately $338 at December 31, 1995.  As a result of adopting SFAS No.
121,  depreciation  expense  for  the  three-  and  nine-month  periods  ended
September  30,  1996  was  reduced  by  $5  ($3  after  tax,  or  $0.01  per
Communications  Group  share)  and  $21  ($13  after  tax,  or  $0.03  per
Communications Group share), respectively.  In 1996, depreciation expense will
decrease approximately $25 as a result of adopting SFAS No. 121.  The combined
effects of lower depreciation expense and the cumulative effect of adoption of
the  new  standard will be directly offset by lower recognized gains on future
rural  exchange  sales.

B.    Investment  in  Time  Warner  Entertainment

U  S  WEST  has  a 25.51 percent pro-rata priority capital and residual equity
interest  in  Time  Warner  Entertainment  Company  L.P.  ("TWE").  Summarized
operating  results  for  TWE  follow:
<TABLE>

<CAPTION>



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


                                  Three Months Ended   Three Months Ended    Nine Months Ended    Nine Months Ended
                                  -------------------  --------------------  -------------------  --------------------
                                  September 30, 1996   September 30, 1995    September 30, 1996   September 30, 1995
                                  -------------------  --------------------  -------------------  --------------------

Revenues                          $             2,718  $             2,324   $             7,811  $             6,762 
Operating expenses*<F1>                         2,447                2,056                 6,975                6,037 
Interest and other - net**<F2>                    216                  195                   574                  556 
                                  -------------------  --------------------  -------------------  --------------------

Income before income taxes
  and extraordinary item          $                55  $                73   $               262  $               169 
                                  ===================  ====================  ===================  ====================

Income before extraordinary item  $                45  $                47   $               213  $               107 

Extraordinary item                                  -                  (24)                    -                  (24)
                                  -------------------  --------------------  -------------------  --------------------

Net income                        $                45  $                23   $               213  $                83 
                                  ===================  ====================  ===================  ====================
<FN>

<F1>
*       Includes depreciation and amortization of $322 and $260, and $904 and $761 for the three and nine months ended
September  30,  1996  and  1995,  respectively.
<F2>
**       Includes corporate services of $17 and $17, and $52 and $47 for the three and nine months ended September 30,
1996  and  1995,  respectively.
</FN>
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

U  S  WEST  accounts  for  its  investment  in  TWE under the equity method of
accounting.  U  S  WEST's  recorded  share of TWE operating results represents
allocated  TWE  net income or loss adjusted for the amortization of the excess
of  the  fair market value over the book value of the partnership net assets. 
The  Company's  recorded  share  of TWE operating results before extraordinary
item  was ($3) and ($3), and $11 and ($14) for the three and nine months ended
September  30,  1996  and  1995,  respectively.   In addition, TWE recorded an
extraordinary  loss  for  early extinguishment of debt in third quarter 1995. 
The  Media Group's portion of this extraordinary loss was $4, net of an income
tax  benefit  of  $2.

C.    Investment  in  International  Ventures

In  connection  with  its  review  of the financial and operating performance,
market  value  and  capital  requirements  of  its  international  investment
portfolio,  management  has  identified  certain  investments  it believes are
appropriate  to  sell  or restructure under acceptable terms. As a result, the
Company:  1) sold its cable television interests in Hungary, Norway and Sweden
and  recorded  a second-quarter pretax charge of $31 associated with the sale;
and  2)  in  October  1996,  the  Company  increased  its ownership in a cable
television  joint  venture in the Czech Republic to approximately 94 percent. 
This  investment  had been accounted for on the equity method and is now being
consolidated.

D.    Continental  Acquisition

On  February 27, 1996, U S WEST announced a definitive agreement to merge with
Continental  Cablevision,  Inc.  ("Continental").  Continental is the nation's
third-largest  cable  operator.    U S WEST will purchase all of Continental's
stock  for  approximately  $4.7  to $4.8 billion and will assume Continental's
debt  and  other  obligations,  the  market  value  of  which  amounted  to
approximately $6.5 billion as of June 30, 1996.  Consideration for the $4.7 to
$4.8  billion  in  equity will consist of approximately $1 billion liquidation
value  ($927  million at market value) of U S WEST preferred stock convertible
to Media Group common stock; and, at U S WEST's option, between $1 billion and
$1.5  billion  in  cash,  and  $2.3 billion to $2.7 billion in shares of Media
Group  common  stock.   This reflects an October 7, 1996 amendment whereby the
two  companies  effectively  fixed  the number of shares of Media Group common
stock  to  be  issued  in  the  transaction.    The  transaction is subject to
shareholder  vote and is expected to close in the fourth quarter of 1996.  See
Pro  Forma  Condensed  Combined  Financial  Statements  in  the  Company's
Registration  Statement  on  Form  S-4  (Reg.  No.  333-13901)  for  further
information  on  the  transaction  with  Continental.


Form  10-Q  -  Part  I

                                U S WEST, Inc.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
               (Dollars in millions, except per share amounts)
                                 (Unaudited)


E.    Preferred  Securities  of  Subsidiary  Trust  Holding Company-Guaranteed
Debentures

On  October  29, 1996,  U S WEST Financing II ("Financing II"), a wholly owned
subsidiary  trust  of  U  S WEST Capital Funding, Inc. ("CFI"), issued $480 of
8.25  percent  Trust  Originated  Preferred  Securities  (the  "Preferred
Securities").   Financing II loaned the proceeds of the issue to CFI, a wholly
owned  subsidiary of U S WEST, in exchange for CFI's 8.25 percent Subordinated
Deferrable  Interest  Notes  ("Deferrable  Notes") which are guaranteed by U S
WEST  and  due in 2036.  CFI has the right under the Deferrable Notes to defer
payment  of  interest  for  periods  up  to  20  consecutive  quarters,  and
correspondingly,  quarterly  dividend payments on the Preferred Securities can
be  deferred.  To the extent this right is exercised by CFI, U S WEST will not
be  allowed  to  declare  dividends  on  any  of its classes of capital stock.

The  sole  assets  of  Financing  II  are  the Deferrable Notes.  U S WEST has
guaranteed  the  payment  of interest and redemption amounts to the holders of
the Preferred Securities.  The Preferred Securities are redeemable in whole or
in  part, for $25 per share on or after October 29, 2001. Upon maturity of the
Deferrable Notes, Financing II is required to redeem the Preferred Securities.
 As  of  October  29,  1996, 19,200,000 Preferred Securities were outstanding.

F.    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
reconsideration,  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.    This  action is still in the discovery process.  If a formal filing -
made  in  accordance with the remand from the Supreme Court - alleges that the
exceptions  apply,  the  range  of  possible  risk  is  $0  to  $155.


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

On  April  11,  1996,  the  Washington  State  Utilities  and  Transportation
Commission ("WUTC" or the "Commission") acted on U S WEST Communications' 1995
rate  request.    In February 1995, U S WEST Communications sought to increase
revenues  by  raising  rates  for  basic residential services over a four-year
period.    The  two  major  issues  in  this  proceeding  involve  U  S  WEST
Communications'  requests for improved capital recovery and elimination of the
imputation  of  Yellow  Pages  revenue.    Instead  of  granting  U  S  WEST
Communications'  request, the Commission ordered approximately $91.5 in annual
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.

On  April  29, 1996, the Court stayed the rate decreases ordered by the WUTC. 
The  Court  granted  the  stay  pending a decision on U S WEST Communications'
appeal.    Effective  May  1,  1996,  U S WEST Communications began collecting
revenues subject to refund with interest.  U S WEST Communications expects its
appeal  to be successful and plans not to accrue any of the amounts subject to
refund.    However, an adverse judgment on the appeal would have a significant
impact  on U S WEST Communications' future results of operations.  The Company
expects  the  Court  to  rule  on  the  appeal  in  November  1996.

U S WEST has commitments and debt guarantees associated with its international
investments  in  the  principal  amount of approximately $600.  In addition, a
wholly  owned  subsidiary  of U S WEST has guaranteed debt associated with its
international investment in the principal amount of approximately $230 and U S
WEST  guaranteed certain commitments related to its domestic PCS investment of
approximately  $75.

G.    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  "net investment in assets held for sale."  The net
realizable  value  of  the assets will be reevaluated on an ongoing basis with
adjustments  to  the  existing  reserve,  if  any, being charged to continuing
operations.    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.

<PAGE>
Form  10-Q  -  Part  I

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

Building  sales and operating revenues of the capital assets segment were $110
and  $30  for  the  three-month  periods, and $161 and $137 for the nine-month
periods  ended  September  30,  1996 and 1995, respectively.  During the third
quarter  of  1996,  the  Company  received  $66  from  the  sale  of  finance
receivables.

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

<CAPTION>



<S>                                              <C>                  <C>


Dollars in millions                              September 30, 1996   December 31, 1995
-----------------------------------------------  -------------------  ------------------

ASSETS
Cash and cash equivalents                        $                21  $               38
Finance receivables - net                                        873                 953
Investment in real estate - net of valuation                     223                 368
   allowance
Bonds, at market value                                           141                 149
Investment in FSA                                                311                 399
Other assets                                                     158                 162
                                                 -------------------  ------------------

Total assets                                     $             1,727  $            2,069
                                                 ===================  ==================

LIABILITIES
Debt                                             $               516  $              796
Deferred income taxes                                            676                 686
Accounts payable, accrued liabilities and other                  120                 148
Minority interests                                                11                  10
                                                 -------------------  ------------------

Total liabilities                                              1,323               1,640
                                                 -------------------  ------------------

Net investment in assets held for sale           $               404  $              429
                                                 ===================  ==================
</TABLE>


<PAGE>
Form  10-Q  -  Part  I

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

Selected  financial  data  for  U  S  WEST  Financial  Services  follows:
<TABLE>

<CAPTION>



<S>                      <C>                  <C>


                         September 30, 1996   December 31, 1995
                         -------------------  ------------------

Net finance receivables  $               861  $              931
Total assets                           1,042               1,085
Total debt                               233                 274
Total liabilities                        982               1,024
Shareowner's equity                       60                  61
</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)

RESULTS  OF  OPERATIONS  -  THREE  AND  NINE  MONTHS  ENDED SEPTEMBER 30, 1996
COMPARED  WITH  1995

Comparative  details of income before extraordinary item and cumulative effect
of  change in accounting principle for the three- and nine-month periods ended
September  30  follow:
<TABLE>

<CAPTION>



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


                                          Three       Three                 Nine        Nine
                                          ----------  ----------            ----------  ----------          
                                          Months      Months                Months      Months
                                          ----------  ----------            ----------  ----------          
                                          Ended       Ended                 Ended       Ended
                                          ----------  ----------            ----------  ----------          
                                          Sept. 30,   Sept. 30,   Percent   Sept. 30,   Sept. 30,   Percent
                                          ----------  ----------  --------  ----------  ----------  --------
                                                1996        1995  Change          1996        1995  Change
                                          ----------  ----------  --------  ----------  ----------  --------

Communications Group                      $      286  $      292     (2.1)  $      904  $      900      0.4 
Media Group                                       18          33    (45.5)          10          73    (86.3)
                                          ----------  ----------  --------  ----------  ----------  --------
Total                                     $      304  $      325     (6.5)  $      914  $      973     (6.1)
                                          ==========  ==========  ========  ==========  ==========  ========

Earnings per common share before
extraordinary item and cumulative
effect of change in accounting principle
   Communications Group                   $     0.60  $     0.62     (3.2)  $     1.90  $     1.91     (0.5)
   Media Group                                  0.04        0.07    (42.9)        0.01        0.15    (93.3)
</TABLE>



Communications  Group

Adjusted  to  exclude  certain  nonoperating items, the Communications Group's
third-quarter  1996  income before extraordinary item and cumulative effect of
change  in  accounting  principle was $282, an increase of $6, or 2.2 percent,
compared with third quarter 1995. Third-quarter 1996 earnings per common share
before  extraordinary  item  and  cumulative  effect  of  change in accounting
principle  ("earnings  per  share"), similarly adjusted, were $0.59, unchanged
from  the prior year.  The adjustments include the 1996 current quarter impact
of $3 ($0.01 per Communications Group share) from adopting SFAS No. 121, gains
of  $1 (no share impact) and $21 ($0.04 per Communications Group share) on the
sales  of  rural  telephone  exchanges during 1996 and 1995, respectively, and
expenses of $5 ($0.01 per Communications Group share) associated with the 1995
recapitalization  plan.

Income before extraordinary item and cumulative effect of change in accounting
principle  for  the  nine-month  period  ended September 30, 1996, adjusted to
exclude  nonoperating  items,  was  $860,  an increase of $25, or 3.0 percent,
compared with the same period in 1995.  Earnings per share for the nine months
ended  September  30, 1996, similarly adjusted, was $1.81, compared with $1.78
in  the  same  period  in  1995.    The  adjustments  include the 1996 current
year-to-date  impact  of  $13  ($0.03  per  Communications  Group  share) from
adopting  SFAS  No.  121,  gains  of
<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

$31  ($0.06  per Communications Group share) and $70 ($0.14 per Communications
Group  share)  on the sales of rural telephone exchanges during 1996 and 1995,
respectively,  and  expenses  of  $5  ($0.01  per  Communications Group share)
associated  with  the  1995  recapitalization  plan.

Effective  January 1, 1996, the Communications Group adopted SFAS No. 121 (See
Note  A)  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  Group  share,  related  to  the cumulative effect of change in
accounting  principle.

Increased  income  at  the  Communications  Group is primarily attributable to
higher demand for services.  Partially offsetting the effects of higher demand
was  an increase in costs incurred to address the requirements associated with
increased  business  growth  and  continuing service-improvement initiatives. 
Further  offsetting the effects of higher demand were third quarter 1996 costs
associated with the discontinuance of the Omaha broadband video service trial.

Media  Group

Media Group's income before extraordinary item decreased $15, to $18, and $63,
to  $10,  for  the  three-  and  nine-month  periods ended September 30, 1996,
respectively.    The  decreases are primarily a result of a third-quarter 1996
after-tax  charge  totaling  $21 to reorganize and reduce headcount related to
domestic  directories and international headquarters and a second-quarter 1996
after-tax  charge of $19 related to the sale of the Company's cable television
interests  in  Norway,  Sweden  and Hungary.  Increased losses associated with
unconsolidated  international  ventures  also  contributed  to the decrease in
income  before  extraordinary  item.  These decreases were partially offset by
improvement  in  the  wireless  communications  business.

SALES  AND  OTHER  REVENUES

An  analysis of the change in U S WEST's consolidated sales and other revenues
follows:
<TABLE>

<CAPTION>



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

                         Three        Three                         Nine         Nine
                         -----------  -----------                   -----------  -----------                 
                         Months       Months                        Months       Months
                         -----------  -----------                   -----------  -----------                 
                         Ended        Ended                         Ended        Ended
                         -----------  -----------                   -----------  -----------                 
                         Sept. 30,    Sept. 30,    Percent Change   Sept. 30,    Sept. 30,    Percent Change
                         -----------  -----------  ---------------  -----------  -----------  ---------------
                               1996         1995                          1996         1995 
                         -----------  -----------                   -----------  -----------                 

Communications Group     $    2,515   $    2,389              5.3   $    7,480   $    7,045              6.2 
Media Group                     694          604             14.9        1,965        1,725             13.9 
Intergroup eliminations         (30)         (29)            (3.4)         (92)         (84)            (9.5)
                         -----------  -----------  ---------------  -----------  -----------  ---------------
Total                    $    3,179   $    2,964              7.3   $    9,353   $    8,686              7.7 
                         ===========  ===========  ===============  ===========  ===========  ===============
</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

Communications  Group  Sales  and  Other  Revenues

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

<CAPTION>



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


                                       Higher     (Higher)                     Increase     Increase
                                        (Lower)  Lower                          (Decrease)  (Decrease)
                         1996    1995  Prices    Refunds    Demand    Other    Dollars      Percent
Local service
   Third quarter       $1,208  $1,105  $     2   $      1   $   107   $   (7)  $      103         9.3 
   Nine months          3,532   3,231       19         (4)      301      (15)         301         9.3 
Interstate access
   Third quarter          606     594      (10)       (36)       64       (6)          12         2.0 
   Nine months          1,854   1,774      (43)       (46)      174       (5)          80         4.5 
Intrastate access
   Third quarter          192     186       (2)         -         8        -            6         3.2 
   Nine months            571     558      (17)         -        32       (2)          13         2.3 
Long-distance network
   Third quarter          272     298       (1)         -       (15)     (10)         (26)       (8.7)
   Nine months            840     891       (6)        (1)      (28)     (16)         (51)       (5.7)
Other services
   Third quarter          237     206        -          -         -       31           31        15.0 
   Nine months            683     591        -          -         -       92           92        15.6 
                       ------  ------  --------  ---------  --------  -------  -----------  ----------
Total revenues
   Third quarter        2,515   2,389      (11)       (35)      164        8          126         5.3 
   Nine months         $7,480  $7,045  $   (47)  $    (51)  $   479   $   54   $      435         6.2 
                       ======  ======  ========  =========  ========  =======  ===========  ==========
</TABLE>



Local  service revenues increased principally as a result of higher demand for
services.    Total  reported  access  lines  increased 633,000, or 4.3 percent
during  the  last  12 months, of which 234,000 is attributed to second lines. 
Second line installations increased 31.4 percent during the past year.  Access
line  growth  was 5.1 percent when adjusted for sales of approximately 116,000
rural  telephone access lines during the last 12 months.  Also contributing to
the  increase  in  local  service  revenues was expanded growth in new central
office features such as caller identification, last call return and continuous
redial.  Local service revenues from these features were approximately $50 for
the  third  quarter,  an  increase  of over 90 percent as compared to the same
period  in  1995.    For  the  nine-month  period  ended  September  30, 1996,
approximately  $130  of  local  service  revenues was generated from these new
central  office features, an increase of over 100 percent as compared to 1995.

Higher  revenues  from  interstate  access  services resulted from access line
growth  and  increases  of  7.9  and  8.9  percent in interstate billed access
minutes of use for the three- and nine-month periods ended September 30, 1996,
respectively.    The increased volume of business was partially  offset by the
effects  of  price  reductions  and  sharing  related  accruals for refunds to
interexchange  carriers.


<PAGE>
Form  10-Q  -  Part  I

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

Intrastate  access  revenues  increased slightly for the three- and nine-month
periods  ended  September  30,  1996, primarily due to higher demand partially
offset  by  the  effects  of  price  reductions.

Long-distance  network  service  revenues decreased by 8.7 and 5.7 percent for
the  three-  and  nine-month  periods  ended September 30, 1996, respectively,
compared  with  the  same  periods  in  1995,  primarily due to the effects of
competition and the implementation of a multiple toll carrier plan ("MTCP") in
Iowa  in  May 1996.  The MTCP allows independent telephone companies to act as
toll  carriers.   The impact of the MTCP for the three- and nine-month periods
ended  September  30,  1996  was  long-distance revenue losses of $10 and $16,
offset  by increases in intrastate access revenues of $1 and $2, and decreases
in  other  operating  expenses  (i.e.,  access  expense)  of  $8  and  $13,
respectively.

Excluding  the  effects  of  the  MTCP, long-distance network service revenues
decreased  5.4  and  3.9  percent  for the three- and nine-month periods ended
September  30,  1996,  respectively.    Erosion  of long-distance revenue will
continue  due to the loss of exclusivity of 1+ dialing in Minnesota, effective
in  February  1996,  and  in  Arizona,  effective  in  April  1996.

Revenues  from  other services increased for the three- and nine-month periods
ended September 30, 1996 primarily as a result of continued market penetration
in  voice  messaging service and increases in inside wire service and sales of
customer  premise  equipment.

Future  revenues  at  U  S  WEST  Communications  may  be  affected by pending
regulatory  actions  in  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>


                                     Three       Three                       Nine        Nine
                                     ----------  ----------                  ----------  ----------          
                                     Months      Months                      Months      Months
                                     ----------  ----------                  ----------  ----------          
                                     Ended       Ended                       Ended       Ended
                                     ----------  ----------                  ----------  ----------          
                                     Sept. 30,   Sept. 30,   Percent Chang   Sept. 30,   Sept. 30,   Percent
                                     ----------  ----------  --------------  ----------  ----------  --------
                                           1996        1995                        1996        1995  Change
                                     ----------  ----------                  ----------  ----------  --------

Directory and information services:
    Domestic                         $      276  $      264            4.5   $      826  $      784      5.4 
    International                            40          28           42.9           82          72     13.9 
                                     ----------  ----------  --------------  ----------  ----------  --------
                                            316         292            8.2          908         856      6.1 
                                     ----------  ----------  --------------  ----------  ----------  --------

Wireless communications:
    Cellular service                        286         223           28.3          792         616     28.6 
    Cellular equipment                       29          23           26.1           77          60     28.3 
                                     ----------  ----------  --------------  ----------  ----------  --------
                                            315         246           28.0          869         676     28.6 
                                     ----------  ----------  --------------  ----------  ----------  --------

Cable and telecommunications                 60          56            7.1          176         165      6.7 
Other                                         3          10          (70.0)          12          28    (57.1)
                                     ----------  ----------  --------------  ----------  ----------  --------

Sales and other revenues             $      694  $      604           14.9   $    1,965  $    1,725     13.9 
                                     ==========  ==========  ==============  ==========  ==========  ========
</TABLE>


Media Group sales and other revenues increased 14.9 percent, to $694, and 13.9
percent,  to $1,965, for the three- and nine-month periods ended September 30,
1996, respectively.  The increases were primarily a result of strong growth in
cellular  service  revenue.

Directory and Information Services  Revenues related to Yellow Pages directory
advertising  increased  $17,  or  6.6 percent, and $51, or 6.7 percent, in the
three-  and  nine-month  periods  ended September 30, 1996, respectively.  The
increases  are largely a result of a 3.6 percent increase in revenue per local
advertiser  (primarily  a  result  of  price  increases  of  approximately 4.0
percent)  and  a  1.9  percent increase in local advertisers.  These increases
were  offset  by  the  loss  of  revenue  associated  with  exited  products.

International  directory  publishing  revenues  increased  $12  and $10 in the
three-  and  nine-month  periods  ended September 30, 1996, respectively.  The
increases  are  primarily  a  result  of  publishing  more directories in 1996
compared  with  the  same  periods  in  1995.

<PAGE>
Form  10-Q  -  Part  I

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

Wireless  Communications    Cellular  service  revenues increased $63, or 28.3
percent, and $176, or 28.6 percent, in the three- and nine-month periods ended
September  30,  1996,  respectively.    These  increases  are a result of a 43
percent  increase  in  subscribers  during  the  last  twelve  months,
partially  offset  by an 11 percent drop (on a same property basis) in average
revenue  per  subscriber  to  $54.00  per  month.  The increase in subscribers
relates  to  continued  growth  in  demand  for  wireless  services.

Cellular  equipment  revenues  increased $6, or 26.1 percent, and $17, or 28.3
percent,  in  the  three-  and  nine-month  periods  ended September 30, 1996,
respectively.    The  increases  are primarily a result of an increase in unit
sales associated with a 33 percent increase in gross customer additions in the
first nine months of 1996, partially offset by a decrease in selling price per
unit.

In  July 1994, U S WEST signed an agreement with AirTouch Communications, Inc.
("AirTouch")  to combine their domestic cellular properties into a partnership
in a multi-phased transaction.  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 centralized
services  to  both  companies  on a contract basis.  In Phase II, the partners
will  combine  their  domestic  properties  into  a  partnership,  subject  to
obtaining  certain  authorizations.    The  parties  are  seeking  to  obtain
regulatory  and  other  approvals  precedent  to  entering into Phase II.  The
passage  of  the  Telecommunications  Act  of  1996  has  removed  significant
regulatory  barriers  to  completion  of  Phase  II.    Management expects the
interests  in the partnership will be approximately 74 percent AirTouch and 26
percent U S WEST (assuming contribution of all domestic cellular properties). 
The  actual  interests  in  the  partnership  at  the commencement of Phase II
depend,  among  other  things,  on  the timing of the Phase II closing and the
ability  of  the  partners  to  combine  their domestic properties. U S WEST's
interest in the partnership will further adjust depending on the timing of the
contribution of its PCS investment.  The timing of such contribution is at U S
WEST's  discretion  and will occur either at the closing of Phase II or a date
selected  by  U  S  WEST,  no  later  than  mid-1998.

U  S  WEST has the right to convert its joint venture interest in the domestic
cellular  properties,  valued  on  a  private  market basis, into ownership of
AirTouch  common  shares at an appraised public value.  In the event the value
to  be  received  by  U  S WEST exceeds 19.9 percent of AirTouch's outstanding
common  stock,  U  S  WEST  will  receive the excess in the form of non-voting
preferred  stock.    This  right  becomes  exercisable  upon the latter of: 1)
completion  of   Phase II of the merger and 2) contribution of both U S WEST's
and AirTouch's interests in PrimeCo Personal Communications ("PrimeCo") to the
joint venture.  The Company expects that these conditions will be met by early
1997.


<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  Cable and telecommunications revenues increased
$6,  or  11.1  percent, and $17, or 10.7 percent, in the three- and nine-month
periods  ended September 30, 1996, respectively.  The increases give effect to
a change in the method of recording franchise fees implemented in late 1995 as
if  it  was  in effect throughout 1995.  A 4.6 percent increase in revenue per
subscriber  (primarily  a result of rate increases) and a 6.0 percent increase
in  subscribers  during  the  last  twelve  months  were  the  primary factors
underlying  the  revenue  increases.

COSTS  AND  EXPENSES
<TABLE>

<CAPTION>



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


                                          Three       Three                        Nine        Nine
                                          ----------  ----------                   ----------  ----------          
                                          Months      Months                       Months      Months
                                          ----------  ----------                   ----------  ----------          
                                          Ended       Ended                        Ended       Ended
                                          ----------  ----------                   ----------  ----------          
                                          Sept. 30,   Sept. 30,   Percent Change   Sept. 30,   Sept. 30,   Percent
                                          ----------  ----------  ---------------  ----------  ----------  --------
                                                1996        1995                         1996        1995  Change
                                          ----------  ----------                   ----------  ----------  --------

Employee-related expenses                 $    1,105  $    1,007             9.7   $    3,246  $    2,982      8.9 
Other operating expenses                         623         592             5.2        1,823       1,661      9.8 
Taxes other than income taxes                    101         103            (1.9)         319         330     (3.3)
Depreciation and amortization                    624         573             8.9        1,796       1,695      6.0 
Interest expense                                 140         137             2.2          411         404      1.7 
Equity losses in unconsolidated ventures          81          38               -          224         128     75.0 
Guaranteed minority interest expense              12           2               -           36           2        - 
Other expense - net                                1           8           (87.5)          47           6        - 
</TABLE>


Employee-Related  Expenses

Salaries  and  wages  at  the  Communications Group increased employee-related
expenses  by  approximately $42 and $105 for the three- and nine-month periods
ended September 30, 1996, respectively, primarily due to inflation-driven wage
increases.    Salaries  and  wages  were  reduced  through employee reductions
associated with the Company's restructuring program; however, costs related to
workforce  additions  needed  to  meet  increased  business  growth  and
service-improvement  initiatives mostly offset these benefits.  Contract labor
at  the  Communications  Group  increased  approximately  $47 and $109 for the
three-  and  nine-months  periods ended September 30, 1996, respectively.  The
increase  was  primarily due to increased network operations costs incurred to
meet  increased  business  growth  and marketing organization costs associated
with  the  implementation  of new products and services.  Also contributing to
the  third  quarter  increase in contract labor was $6 in costs related to the
discontinuance  of the Omaha broadband video service trial.  Approximately $15
of the nine-month increase in Communications Group's employee-related expenses
(i.e.,  contract  labor  and  overtime)  was  attributed to severe flooding in
Washington  and  Oregon  in  the  first  quarter  of  1996.


<PAGE>
Form  10-Q  -  Part  I

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

Employee  related  expenses  also  increased  due  to  one-time  costs  of $31
associated  with  reorganizing  and  reducing  headcount  in the Media Group's
domestic  directories  operations  and international headquarters.  Additional
costs  associated  with  expansion  of  the  Media  Group's  domestic cellular
customer  base  also  contributed  to  the  nine-month  increase.

Partially  offsetting  the three- and nine-month increases in employee-related
expenses  at  the  Communications  Group was a reduction in the postretirement
benefits  accrual  and  lower  travel  and  conference expenses. Additionally,
overtime expense at the Communication Group decreased in the third quarter due
to  cost  reduction  efforts.

Other  Operating  Expenses

The  increase  in  other  operating  expense  is  primarily  due  to the rapid
expansion of the Media Group's domestic cellular subscriber base and increased
costs  related  to  implementing  a  new  brand  name.    One-time costs of $4
associated  with  reorganizing  and  reducing  headcount  in the Media Group's
international  headquarters  also  contributed  to  the  increase.

Other  operating  expenses increased at the Communications Group primarily due
to  increased  uncollectibles,  higher advertising costs and greater materials
and  supplies  expense.    Higher  costs  associated  with  increased sales of
customer  premise  equipment  combined  with  an $11 third-quarter 1996 charge
related  to the discontinuance of the Omaha broadband video service trial also
contributed  to  the  increase.

Partially  offsetting  the  increase  in  other  operating expense was reduced
access  expense  at the Communications Group of which a portion related to the
implementation  of  the  MTCP  in  Iowa  in  May  1996.

Depreciation  and  Amortization

Increased  depreciation and amortization expense was primarily attributable to
the  effects  of a higher depreciable asset base at the Communications Group. 
Also  contributing  to  the  increase  was  the expansion of the Media Group's
domestic  cellular  network  and  the  placement  of  upgraded  cable  and
telecommunication  assets in service.  Partially offsetting the increases were
the  effects  of  1995  sales of rural telephone exchanges and the adoption of
SFAS  No.  121  at  the  Communications  Group.
<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

Interest  expense  increased  primarily  due  to  higher  average  debt levels
partially  offset  by  an  increase  in  interest  capitalized  related to the
domestic  PCS  and  international  Malaysian  investments.

Equity  losses  increased  $43  and $96 for the three- and nine-month periods,
respectively.  The increases are predominantly a result of increased financing
costs  associated  with  expansion of the network at TeleWest and start-up and
other  costs associated with new international investments.  The Media Group's
domestic  PCS investment also contributed to the increase in losses. The Media
Group  expects losses related to international ventures will be significant in
1996.

Guaranteed  minority interest expense reflects the September 11, 1995 issuance
of  Preferred  Securities  totaling  $600.

Other  expense  decreased  $7  and increased $41 for the three- and nine-month
periods,  respectively.    The third quarter decrease is primarily a result of
costs  associated  with  a  recapitalization  in  1995.  A second-quarter 1996
pre-tax  charge  of  $31,  associated  with  the  sale  of the Company's cable
television  interests in Norway, Sweden and Hungary, contributed significantly
to  the  increase  in  other  expense  during  the  nine-month  period.

LIQUIDITY  AND  CAPITAL  RESOURCES

Operating  Activities

Cash  provided  by operations increased $554 in the first nine months of 1996,
compared  with the same period in 1995.  Business growth along with a decrease
in  the  cash  funding  of  postretirement  benefits  and  lower restructuring
expenditures  contributed to the increase in cash provided by operations.  The
increase  was  also  attributable  to increased accounts receivable collection
efforts  at  the Communications Group.  Partially offsetting the increase were
higher federal income tax payments associated with lower tax benefits from the
TWE  partnership.

<PAGE>
Form  10-Q  -  Part  I

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

Investing  Activities

Investments  in  international ventures were $227 for the first nine months of
1996.    Significant  1996  investments  include  loans  provided  to  the PCS
investment  in  the  United  Kingdom,  Mercury One 2 One ("One 2 One") and the
purchase  of a 23 percent interest in a venture to provide wireless service in
Poland.

In  connection  with  its  review  of the financial and operating performance,
market  value  and  capital  requirements  of  its  international  investment
portfolio,  management  has  identified  certain  investments  it believes are
appropriate to sell or restructure under acceptable terms.  Management expects
that  sales  proceeds  could  approximate  $400  in  the next two years.  As a
result, the Company: 1) sold its cable television interests in Hungary, Norway
and  Sweden and recorded a second-quarter pretax charge of $31 associated with
the  sale;  and  2)  in October 1996, the Company increased its ownership in a
cable  television  joint  venture  in  the  Czech Republic to approximately 94
percent.

U  S  WEST  from  time  to  time  engages in preliminary discussions regarding
acquisitions,  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.

Financing  Activities

Debt increased $275 as of September 30, 1996, compared with December 31, 1995.
 The  increase  is  primarily  a result of the second-quarter 1996 issuance of
$254  of  Debt  Exchangeable for Common Stock ("DECS"), due May 15, 1999. Upon
maturity,  each  DECS  will  be mandatorily redeemed by U S WEST for shares of
Financial  Security  Assurance  Holdings  Ltd. ("FSA") held by U S WEST or the
cash  equivalent,  at U S WEST's option.  The capital assets segment currently
owns  approximately  40  percent  of  the  outstanding  FSA  common  stock.

On  October 29, 1996,  the Company refinanced commercial paper assigned to the
Media  Group  through  the issuance of 8.25 percent Trust Originated Preferred
Securities  totaling  $480.  The payment of interest and redemption amounts to
holders  of  the  securities  are  fully and unconditionally guaranteed by U S
WEST.

U S WEST has commitments and debt guarantees associated with its international
investments  in  the  principal  amount of approximately $600.  In addition, a
wholly  owned  subsidiary  of U S WEST has guaranteed debt associated with its
international investment in the principal amount of approximately $230 and U S
WEST  guaranteed certain commitments related to its domestic PCS investment of
approximately  $75.


<PAGE>
Form  10-Q  -  Part  I

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


Excluding  debt  associated  with  the  capital  assets segment, the Company's
percentage  of  debt  to total capital at September 30, 1996, was 50.6 percent
compared  with  50.7  percent at December 31, 1995.  Including debt associated
with  the  capital  assets  segment,  Preferred Securities and other preferred
stock,  the  Company's percentage of debt to total capital was 55.4 percent at
September  30,  1996  compared  with  56.4  percent  at  December    31, 1995.

On  February 27, 1996, U S WEST announced a definitive agreement to merge with
Continental  Cablevision,  Inc.  ("Continental").  Continental is the nation's
third-largest  cable  operator.    U S WEST will purchase all of Continental's
stock  for  approximately  $4.7  to $4.8 billion and will assume Continental's
debt  and  other  obligations,  the  market  value  of  which  amounted  to
approximately $6.5 billion as of June 30, 1996.  Consideration for the $4.7 to
$4.8  billion  in  equity will consist of approximately $1 billion liquidation
value  ($927  million at market value) of U S WEST preferred stock convertible
to Media Group common stock; and, at U S WEST's option, between $1 billion and
$1.5  billion  in  cash,  and  $2.3 billion to $2.7 billion in shares of Media
Group  common  stock.   This reflects an October 7, 1996 amendment whereby the
two  companies  effectively  fixed  the number of shares of Media Group common
stock  to  be  issued  in  the  transaction.    The  transaction is subject to
shareholder  vote and is expected to close in the fourth quarter of 1996.  See
Pro  Forma  Condensed  Combined  Financial  Statements  in  the  Company's
Registration  Statement  on  Form  S-4  (Reg.  No.  333-13901)  for  further
information  on  the  transaction  with  Continental.

During  October  1996,  in  connection  with  U  S  WEST's planned merger with
Continental,  Duff & Phelps and Fitch each lowered U S WEST's credit ratings. 
The senior unsecured debt ratings were lowered to triple-B-plus, the Preferred
Securities  were  lowered  to  triple-B,  the  liquid  yield option notes were
lowered  to triple-B, and the commercial paper ratings were lowered to D-2 and
F-2.    The credit ratings are being reviewed by Moody's which may result in a
downgrading.

U  S  WEST  Communications' credit ratings were lowered during October 1996 in
connection  with  the regulatory uncertainty surrounding the WUTC's $91.5 rate
reduction  order  (See  "Contingencies")  and  U  S WEST's planned merger with
Continental.    Duff  &  Phelps  lowered  the  senior unsecured debt rating to
AA-minus  and  reaffirmed the D-1-plus commercial paper rating.  Fitch lowered
the  senior unsecured debt rating to A-plus and the commercial paper rating to
F-1.


<PAGE>
Form  10-Q  -  Part  I

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

RESTRUCTURING  CHARGE

The  Company's  1993  results  reflected  a  $1  billion  restructuring charge
(pretax).    The  related  restructuring  plan  (the  "Restructuring Plan") is
designed  to  provide faster, more responsive customer services while reducing
the  costs  of  providing  these  services.

Following  is  a  schedule  of  the  costs included in the Restructuring Plan:
<TABLE>

<CAPTION>



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


                                       Actual   Actual   Actual   Estimate   Estimate
                                       -------  -------  -------  ---------  ---------
Restructuring Plan Costs         1993     1994     1995     1996       1997  Total
------------------------------  -----  -------  -------  -------  ---------  ---------
Cash expenditures:
  Employee separation (1)       $   -  $    19  $    76  $    85  $     108  $     288
  Systems development               -      127      145      128          -        400
  Real estate                       -       50       66       14          -        130
  Relocation                        -       21       24        5          2         52
  Retraining and other              -       16       23       22          4         65
                                -----  -------  -------  -------  ---------  ---------
Total cash expenditures             -      233      334      254        114        935
Asset write-down                   65        -        -        -          -         65
                                -----  -------  -------  -------  ---------  ---------
Total 1993 Restructuring Plan      65      233      334      254        114      1,000
Remaining 1991 plan employee
  costs (1)<F1>                     -       56        -        -          -         56
                                -----  -------  -------  -------  ---------  ---------
Total                           $  65  $   289  $   334  $   254  $     114  $   1,056
                                =====  =======  =======  =======  =========  =========
<FN>

<F1>
(1) Employee separation costs, including the balance of the 1991 restructuring reserve
at  December  31,  1993,  aggregate  $344.
</FN>
</TABLE>



Employee separation costs include severance payments, health-care coverage and
postemployment  education  benefits  associated  with the planned reduction of
10,000  employees.  System  development  costs  include  new  systems  and the
application  of  enhanced  system  functionality  to  existing  single-purpose
systems to provide integrated, end-to-end customer service.  Real estate costs
include  preparation  costs  for  the  new  service  centers.  The Company has
consolidated  its  560 customer service centers into 26 centers in 10 cities. 
The relocation and retraining costs are related to moving employees to the new
service  centers  and retraining employees on the methods and systems required
in  the  new,  restructured  mode  of  operation.

<PAGE>
Form  10-Q  -  Part  I

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

The  timing  and mix of employee separations has been changed.  Managerial and
occupational  employee  separations under the Restructuring Plan are estimated
to  be  3,670  and 6,330, respectively, as compared with previous estimates of
2,738 and 7,262.  As a result of this change, the currently estimated cost for
employee separations is $344, compared with $316 as previously estimated.  The
cost  increase will be funded through a transfer from the reserve for employee
relocations.

Additionally,  1,000  employee  separations previously scheduled for 1997 will
occur  in 1996.  Accordingly, estimated employee separation costs increased by
$49  in  1996,  of which $21 was transferred from 1997 and $28 was reallocated
from the reserve for employee relocations.  Following are current estimates of
employee  separations  and  separation  costs:

<TABLE>

<CAPTION>



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


                           Actual        Actual   Estimate   Estimate
                           ------------  -------  ---------  ---------         
Employee Separations               1994     1995       1996       1997  Total
-------------------------  ------------  -------  ---------  ---------  -------
Managerial                          497      682      1,435      1,056    3,670
Occupational                      1,683    1,643        565      2,439    6,330
                           ------------  -------  ---------  ---------  -------
Total                             2,180    2,325      2,000      3,495   10,000
                           ============  =======  =========  =========  =======


                           Actual        Actual   Estimate   Estimate
                           ------------  -------  ---------  ---------         
Employee Separation Costs   1994(1)<F1>     1995       1996       1997  Total
-------------------------  ------------  -------  ---------  ---------  -------
Managerial                 $          5  $    30  $      72  $      51  $   158
Occupational                         14       46         13         57      130
                           ------------  -------  ---------  ---------  -------
Total                                19       76         85        108      288
Remaining 1991 reserve               56        -          -          -       56
                           ------------  -------  ---------  ---------  -------
Total                      $         75  $    76  $      85  $     108  $   344
                           ============  =======  =========  =========  =======

<FN>

<F1>
(1)    Includes  the  remaining employees and the separation amounts associated
with  the  balance  of  a  1991  restructuring  reserve  at  December 31, 1993.
</FN>
</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

Progress  Under  the  Restructuring  Plan:

Following  is  a  reconciliation  of restructuring reserve activity during the
first  nine  months  of  1996:
<TABLE>

<CAPTION>



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


                                                              Change in
                                                              ------------------                     
                                                              Relocation/
                                                              ------------------                     
                                             First Nine       Employee
                                             ---------------  ------------------                     
                         Reserve Balance     Months           Separation          Reserve Balance
                         ------------------  ---------------  ------------------  -------------------
                         December 31, 1995    1996 Activity   Amounts (1) <F1>    September 30, 1996
                         ------------------  ---------------  ------------------  -------------------
Employee separations
  Managerial             $               68  $          (28)  $              55   $                95
  Occupational                           97             (11)                (27)                   59
                         ------------------  ---------------  ------------------  -------------------
Total separations                       165             (39)                 28                   154

Systems development
  Service delivery                       44             (26)                  -                    18
  Service assurance                      26              (7)                  -                    19
  Capacity provisioning                  42             (22)                  -                    20
  All other                              16             (12)                  -                     4
                         ------------------  ---------------  ------------------  -------------------
Total systems                           128             (67)                  -                    61
Real estate                              14              (4)                  -                    10
Relocation                               35              (2)                (28)                    5
Retraining and other                     26             (14)                  -                    12
                         ------------------  ---------------  ------------------  -------------------
Total                    $              368  $         (126)  $               -   $               242
                         ==================  ===============  ==================  ===================

<FN>

<F1>
(1)    As  a  result  of  the  change  in  the  estimated  mix of total employee separations, $27 was
transferred  from  the occupational to the managerial employee separation reserve.  Additionally, $28
was  reallocated  from  the  relocation  reserve  to  the  managerial  employee  separation  reserve.
</FN>
</TABLE>



<TABLE>

<CAPTION>



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


                                                First Nine        Cumulative
                                                ----------------  ------------------
                             1994         1995  Months            Separations At
                      -----------  -----------  ----------------  ------------------
                      Separations  Separations  1996 Separations  September 30, 1996
                      -----------  -----------  ----------------  ------------------
Employee separations
  Managerial                  497          682               549               1,728
  Occupational              1,683        1,643               444               3,770
                      -----------  -----------  ----------------  ------------------
Total                       2,180        2,325               993               5,498
                      ===========  ===========  ================  ==================
</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

CONTINGENCIES

At  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 reconsideration, 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.   This action is still in the discovery process.  If a
formal  filing  -  made in accordance with the remand from the Supreme Court -
alleges  that  the exceptions apply, the range of possible risk is $0 to $155.

On  April  11,  1996,  the  WUTC  acted  on U S WEST Communications' 1995 rate
request.    In  February  1995,  U  S  WEST  Communications sought to increase
revenues  by  raising  rates  for  basic residential services over a four-year
period.    The  two  major  issues  in  this  proceeding  involve  U  S  WEST
Communications'  requests for improved capital recovery and elimination of the
imputation  of  Yellow  Pages  revenue.    Instead  of  granting  U  S  WEST
Communications'  request, the Commission ordered approximately $91.5 in annual
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.

On  April  29, 1996, the Court stayed the rate decreases ordered by the WUTC. 
The Court granted the stay pending a decision made on U S WEST Communications'
appeal.    Effective  May  1,  1996,  U S WEST Communications began collecting
revenues  subject to refund with interest. U S WEST Communications expects its
appeal  to be successful and plans not to accrue any of the amounts subject to
refund.    However, an adverse judgment on the appeal would have a significant
impact  on U S WEST Communications' future results of operations.  The Company
expects  the  Court  to  rule  on  the  appeal  in  November  1996.


<PAGE>
Form  10-Q  -  Part  I

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

REGULATORY  ENVIRONMENT

On August 8, 1996, the Federal Communications Commission ("FCC") established a
framework  of  detailed national rules that will enable the states and the FCC
to  begin  implementing  the  local  competition  provisions  of  the
Telecommunications  Act  of  1996. Included in the order are requirements that
local  exchange  carriers  ("LECs"):    a)  provide  interconnection  to  any
requesting telecommunications carrier at any technically feasible point, equal
in  quality  to  that  provided  by the incumbent LEC; b) provide unrestricted
access  to  network  services  on  an  unbundled  basis;   c) provide physical
collocation  of equipment necessary for interconnection at the incumbent LEC's
premises,  unless  physical collocation is not practical for technical reasons
or  because  of  space  limitations;  and  d)  offer  for  resale  any
telecommunications services that the LEC provides at retail to subscribers who
are  not  telecommunications  carriers.    The  order  also  stipulates  that
commercial  mobile  radio  service  operators  ("CMRS"),  which  include  the
Company's  wireless  operations,  are  entitled  to  reciprocal  compensation
arrangements  and  that  a  LEC may not charge a CMRS provider for terminating
LEC-originated  traffic.    The  FCC's  order  continues to provide for access
charge recovery by LECs from interexchange carriers until it further evaluates
the  issues  of  access  charge  reform  and  universal  service.

The FCC order also established rigid costing and pricing rules which, from the
Company's  perspective,  significantly  impede negotiations with new entrants,
State  Public  Utility  Commission  ("PUC")  interconnection  rulemakings, and
interconnection  arbitrations.    U S WEST appealed the FCC order and sought a
stay  of  portions of the order, including certain pricing provisions, pending
appellate  review.    On October 15, 1996, the Eighth Circuit Court of Appeals
("Eighth  Circuit")  issued  its  order  granting  a  stay  of all the pricing
provisions of the FCC order.  The stay does not postpone implementation of the
Telecommunications  Act  of  1996.    Rather the effect of the stay is to have
interconnection  and  network  unbundled  element  pricing be resolved through
negotiations or state PUC arbitrations without the PUCs being limited in their
consideration  of  relevant  costs.

Subsequently,  the FCC and certain interexchange carriers requested the United
States Supreme Court ("Supreme Court") to review and vacate the Eighth Circuit
stay.    On  October  31,  1996,  the  Supreme  Court  denied these requests. 
Thereafter,  the FCC and certain interexchange carriers petitioned the Supreme
Court  for  further consideration of vacating the stay.  On November 12, 1996,
the  Supreme Court rejected these further petitions.  Thus, the Eighth Circuit
stay will remain in effect until modified by that court or until the appeal is
resolved.    A  decision  on  the appeal is expected by May 1997.  The order's
impact  on  the  Company's  future  results  is  unknown.


<PAGE>
Form  10-Q  -  Part  I

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

OTHER  ITEMS

U  S  WEST  Communications  and  the  other  regional Bell operating companies
("RBOCs")  continue  to  explore  the  disposal  of  their  interests  in Bell
Communications  Research Inc. ("Bellcore"), one-seventh of which is owned by U
S  WEST  Communications.    The  majority  of  the  research  and  development
activities  of  the Communications Group are currently conducted at Bellcore. 
Following  such  disposal,  Bellcore  and  other  third  parties  will provide
research  and  development and other services to the Communications Group on a
contract  basis.




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 and
intralata  toll markets, (ii) changes in demand for the Company's products and
services,  including  optional  custom  calling  features,  (iii)  higher 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 telecommunications
industry,  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, (xi)
unexpected  developments  that  could  postpone  or  otherwise  impede  the
Continental  Cablevision  transaction, or   (xii) delays in the development of
anticipated  technologies,  or  the  failure  of  such technologies to perform
according  to  expectations.

<PAGE>
Form  10-Q  -    Part  I
<TABLE>

<CAPTION>



<S>                             <C>

COMBINED STATEMENTS OF INCOME   U S WEST COMMUNICATIONS GROUP
(Unaudited)
<CAPTION>



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


                                                            Three Months Ended    Three Months Ended     Nine Months Ended
                                                            --------------------  ---------------------  -------------------
                                                            September  30, 1996   September  30, 1995    September 30, 1996
                                                            --------------------  ---------------------  -------------------
Dollars in millions (except per share amounts)
----------------------------------------------------------                                                                  

Operating revenues:
   Local service                                            $              1,208  $              1,105   $             3,532
   Interstate access service                                                 606                   594                 1,854
   Intrastate access service                                                 192                   186                   571
   Long-distance network services                                            272                   298                   840
   Other services                                                            237                   206                   683
                                                            --------------------  ---------------------  -------------------
      Total operating revenues                                             2,515                 2,389                 7,480
Operating expenses:
   Employee-related expenses                                                 900                   835                 2,688
   Other operating expenses                                                  402                   404                 1,177
   Taxes other than income taxes                                              94                    95                   291
   Depreciation and amortization                                             545                   513                 1,580
                                                            --------------------  ---------------------  -------------------
      Total operating expenses                                             1,941                 1,847                 5,736
                                                            --------------------  ---------------------  -------------------
Income from operations                                                       574                   542                 1,744
  Interest expense                                                           111                   108                   332
  Gains on sales of rural telephone exchanges                                  2                    34                    51
  Other expense - net                                                         10                    14                    22
                                                            --------------------  ---------------------  -------------------
Income before income taxes, extraordinary        item and
   cumulative effect of change in accounting principle                       455                   454                 1,441
Provision for income taxes                                                   169                   162                   537
                                                            --------------------  ---------------------  -------------------
Income before extraordinary item and cumulative
   effect of change in accounting principle                                  286                   292                   904
Extraordinary item:
   Early extinguishment of debt, net of tax                                    -                    (5)                    -
                                                            --------------------  ---------------------  -------------------
Income before cumulative effect of change in
   accounting principle                                                      286                   287                   904
   Cumulative effect of change in accounting
       principle - net of tax                                                  -                     -                    34
                                                            --------------------  ---------------------  -------------------
NET INCOME                                                  $                286  $                287   $               938
                                                            ====================  =====================  ===================

EARNINGS PER COMMON SHARE:
Income before extraordinary item and cumulative
       effect of change in accounting principle             $               0.60  $               0.62   $              1.90
  Extraordinary item                                                           -                 (0.01)                    -
  Cumulative effect of change in accounting principle                          -                     -                  0.07
                                                            --------------------  ---------------------  -------------------
EARNINGS PER COMMON SHARE                                   $               0.60  $               0.61   $              1.97
                                                            ====================  =====================  ===================

DIVIDENDS PER COMMON SHARE                                  $              0.535  $              0.535   $             1.605

AVERAGE COMMON SHARES OUTSTANDING  (thousands)
                                                                         478,356               471,229               476,744


<S>                                                         <C>


                                                            Nine Months Ended
                                                            --------------------
                                                            September 30, 1995
                                                            --------------------
Dollars in millions (except per share amounts)
----------------------------------------------------------                      

Operating revenues:
   Local service                                            $             3,231 
   Interstate access service                                              1,774 
   Intrastate access service                                                558 
   Long-distance network services                                           891 
   Other services                                                           591 
                                                            --------------------
      Total operating revenues                                            7,045 
Operating expenses:
   Employee-related expenses                                              2,479 
   Other operating expenses                                               1,099 
   Taxes other than income taxes                                            306 
   Depreciation and amortization                                          1,514 
                                                            --------------------
      Total operating expenses                                            5,398 
                                                            --------------------
Income from operations                                                    1,647 
  Interest expense                                                          315 
  Gains on sales of rural telephone exchanges                               112 
  Other expense - net                                                        30 
                                                            --------------------
Income before income taxes, extraordinary        item and
   cumulative effect of change in accounting principle                    1,414 
Provision for income taxes                                                  514 
                                                            --------------------
Income before extraordinary item and cumulative
   effect of change in accounting principle                                 900 
Extraordinary item:
   Early extinguishment of debt, net of tax                                  (5)
                                                            --------------------
Income before cumulative effect of change in
   accounting principle                                                     895 
   Cumulative effect of change in accounting
       principle - net of tax                                                 - 
                                                            --------------------
NET INCOME                                                  $               895 
                                                            ====================

EARNINGS PER COMMON SHARE:
Income before extraordinary item and cumulative
       effect of change in accounting principle             $              1.91 
  Extraordinary item                                                      (0.01)
  Cumulative effect of change in accounting principle                         - 
                                                            --------------------
EARNINGS PER COMMON SHARE                                   $              1.90 
                                                            ====================

DIVIDENDS PER COMMON SHARE                                  $             1.605 

AVERAGE COMMON SHARES OUTSTANDING  (thousands)
                                                                        470,076 
</TABLE>


See  Notes  to  Combined  Financial  Statements.

<PAGE>

Form  10-Q  -    Part  I

<TABLE>

<CAPTION>



<S>                       <C>


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



<S>                                       <C>                  <C>


Dollars in millions                       September 30, 1996   December 31, 1995
----------------------------------------  -------------------  ------------------

ASSETS

Current assets:
     Cash and cash equivalents            $               106  $              172
     Accounts and notes receivable - net                1,593               1,617
     Inventories and supplies                             185                 193
     Deferred tax asset                                   231                 259
     Prepaid and other                                     67                  51
                                          -------------------  ------------------

Total current assets                                    2,182               2,292
                                          -------------------  ------------------


Gross property, plant and equipment                    32,124              31,178
Accumulated depreciation                               18,325              17,649
                                          -------------------  ------------------

Property, plant and equipment - net                    13,799              13,529

Other assets                                              841                 764
                                          -------------------  ------------------


Total assets                              $            16,822  $           16,585
                                          ===================  ==================
</TABLE>


See  Notes  to  Combined  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

<TABLE>

<CAPTION>



<S>                      <C>

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



<S>                                              <C>                  <C>


Dollars in millions                              September 30, 1996   December 31, 1995
-----------------------------------------------  -------------------  ------------------

LIABILITIES AND EQUITY

Current liabilities:
     Short-term debt                             $             1,115  $            1,065
     Accounts payable                                            661                 851
     Employee compensation                                       288                 316
     Dividends payable                                           257                 254
     Current portion of restructuring charge                     202                 270
     Other                                                     1,061                 851
                                                 -------------------  ------------------

Total current liabilities                                      3,584               3,607
                                                 -------------------  ------------------


Long-term debt                                                 5,661               5,689
Postretirement and other postemployment benefit
     obligations                                               2,331               2,351
Deferred taxes, credits and other                              1,429               1,462

Communications Group equity                                    3,817               3,476
                                                 -------------------  ------------------

Total liabilities and equity                     $            16,822  $           16,585
                                                 ===================  ==================
</TABLE>



Contingencies  (See  Note  B  to  the  Combined  Financial  Statements)

See  Notes  to  Combined  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I
<TABLE>

<CAPTION>



<S>                      <C>


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



<S>                                                        <C>       <C>


Dollars in millions
---------------------------------------------------------                    
Nine Months Ended September 30,                               1996      1995 
---------------------------------------------------------  --------  --------
OPERATING ACTIVITIES
   Net income                                              $   938   $   895 
   Adjustments to net income:
      Depreciation and amortization                          1,580     1,514 
      Gains on sales of rural telephone exchanges              (51)     (112)
      Cumulative effect of change in accounting principle      (34)        - 
      Deferred income taxes and amortization
         of investment tax credits                             (11)      121 
   Changes in operating assets and liabilities:
       Restructuring payments                                 (114)     (254)
       Postretirement medical and life costs - net of
          cash fundings                                        (28)     (156)
       Accounts and notes receivable                            24      (204)
       Inventories, supplies and other current assets          (14)      (63)
       Accounts payable and accrued liabilities                 72       (33)
   Other - net                                                  (5)      (10)
                                                           --------  --------
   Cash provided by operating activities                     2,357     1,698 
                                                           --------  --------
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment           (1,891)   (1,703)
   Proceeds from sales of rural telephone exchanges            130       162 
   Payments for disposals of property, plant
      and equipment                                             (1)       (1)
                                                           --------  --------
   Cash (used for) investing activities                     (1,762)   (1,542)
                                                           --------  --------
FINANCING ACTIVITIES
   Net proceeds from issuance of short-term debt               195       365 
   Proceeds from issuance of long-term debt                     16       499 
   Repayments of long-term debt                               (278)     (256)
   Dividends paid on common stock                             (703)     (694)
   Proceeds from issuance of common stock                      109         - 
   Advance to Media Group                                        -      (105)
                                                           --------  --------
   Cash (used for) financing activities                       (661)     (191)
                                                           --------  --------

CASH AND CASH EQUIVALENTS
   Decrease                                                    (66)      (35)
   Beginning balance                                           172       116 
                                                           --------  --------
   Ending balance                                          $   106   $    81 
                                                           ========  ========

</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 and Nine Months Ended September 30, 1996 and 1995
                            (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  1995  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 8,
1996.

Earnings  Per  Common  Share

Earnings  per  common  share and dividends per common share for 1995 have been
presented  on a pro forma basis to reflect the Communications Group's stock as
if  it  had  been outstanding since January 1, 1995.  For periods prior to the
November  1,  1995 recapitalization, the average common shares outstanding are
assumed  to  be  equal  to the average common shares outstanding for U S WEST.

New  Accounting  Standard

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."  SFAS No. 121 requires
that  long-lived  assets  and  associated  intangibles be written down to fair
value  whenever  an impairment review indicates that the carrying value cannot
be  recovered  on an undiscounted cash flow basis.  SFAS No. 121 also requires
that  a company no longer record depreciation expense on assets held for sale.


<PAGE>
Form  10-Q  -  Part  I

                        U S WEST COMMUNICATIONS GROUP
                    NOTES TO COMBINED FINANCIAL STATEMENTS
               (Dollars in millions, except per share amounts)
                                 (Unaudited)


Adoption  of  SFAS  No. 121 resulted in income of $34 (net of tax of $22) from
the  cumulative  effect  of  reversing  depreciation expense recorded in prior
years  related  to  rural  telephone  exchanges  held  for sale.  Depreciation
expense was reversed from the date the Company formally committed to a plan to
dispose  of the rural exchange assets through January 1, 1996.  The income has
been  recorded  as  a  cumulative  effect of change in accounting principle in
accordance with SFAS No. 121.  The carrying value of the rural exchange assets
was approximately $338 at December 31, 1995.  As a result of adopting SFAS No.
121,  depreciation  expense  for  the  three-  and  nine-month  periods  ended
September  30,  1996  was reduced by $5 ($3 after tax, or $0.01 per share) and
$21  ($13 after tax, or $0.03 per share), respectively.  In 1996, depreciation
expense will decrease approximately $25 as a result of adopting SFAS No. 121. 
The  combined  effects of lower depreciation expense and the cumulative effect
of  adoption  of  the new standard will be directly offset by lower recognized
gains  on  future  rural  exchange  sales.

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
reconsideration,  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.    This  action is still in the discovery process.  If a formal filing -
made  in  accordance with the remand from the Supreme Court - alleges that the
exceptions  apply,  the  range  of  possible  risk  is  $0  to  $155.

On  April  11,  1996,  the  Washington  State  Utilities  and  Transportation
Commission ("WUTC" or the "Commission") acted on U S WEST Communications' 1995
rate  request.    In February 1995, U S WEST Communications sought to increase
revenues  by  raising  rates  for  basic residential services over a four-year
period.    The  two  major  issues  in  this  proceeding  involve  U  S  WEST
Communications'  requests for improved capital recovery and elimination of the
imputation  of  Yellow  Pages  revenue.    Instead  of  granting  U  S  WEST
Communications'  request, the Commission ordered approximately $91.5 in annual
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.

<PAGE>

Form  10-Q  -  Part  I

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


On  April  29, 1996, the Court stayed the rate decreases ordered by the WUTC. 
The  Court  granted  the  stay  pending a decision on U S WEST Communications'
appeal.    Effective  May  1,  1996,  U S WEST Communications began collecting
revenues subject to refund with interest.  U S WEST Communications expects its
appeal  to be successful and plans not to accrue any of the amounts subject to
refund.    However, an adverse judgment on the appeal would have a significant
impact  on U S WEST Communications' future results of operations.  The Company
expects  the  Court  to  rule  on  the  appeal  in  November  1996.



<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  -  THREE  AND  NINE  MONTHS  ENDED SEPTEMBER 30, 1996
COMPARED  WITH  1995

Comparative  details of income before extraordinary item and cumulative effect
of  change in accounting principle for the three- and nine-month periods ended
September  30  follow:

<TABLE>

<CAPTION>



<S>                                <C>                  <C>

                               Three Months Ended   Three Months Ended
                               -------------------  -------------------
                               September 30, 1996   September 30, 1995
                               -------------------  -------------------



Income before extraordinary
 item and cumulative effect
 of change in accounting
  principle                   $               286  $               292
                              ===================  ===================
Earnings per common share
 before extraordinary item
 and cumulative effect of
 change in
 accounting principle          $              0.60  $              0.62
                               ===================  ===================

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

                                     Nine Months          Nine Months
                                        Ended                Ended
                                     --------------  ----------------          
                          Percent    Sept. 30, 1996   Sept. 30, 1995   Percent
                          -------    --------------  ---------------  --------
                          Change                                       Change
                          --------                                     ------

Income before
 extraordinary item
 and cumulative
 effect of change
 in accounting 
 principles                 (2.1)  $           904  $          900       0.4 
                         ========  ===============  ===============  ========
Earnings per common share
 before extraordinary item
 and cumulative effect of
 change in accounting 
 principle                  (3.2)  $           1.90  $         1.91     (0.5)
                         ========  ================  ==============  ========
</TABLE>



Adjusted  to  exclude  certain  nonoperating items, the Communications Group's
third-quarter  1996  income before extraordinary item and cumulative effect of
change  in  accounting  principle was $282, an increase of $6, or 2.2 percent,
compared with third quarter 1995. Third-quarter 1996 earnings per common share
before  extraordinary  item  and  cumulative  effect  of  change in accounting
principle  ("earnings  per  share"), similarly adjusted, were $0.59, unchanged
from  the prior year.  The adjustments include the 1996 current quarter impact
of  $3  ($0.01  per  share)  from adopting SFAS No. 121, gains of $1 (no share
impact)  and  $21  ($0.04 per share) on the sales of rural telephone exchanges
during  1996  and  1995,  respectively,  and  expenses of $5 ($0.01 per share)
associated  with  the  1995  recapitalization  plan.

Income before extraordinary item and cumulative effect of change in accounting
principle  for  the  nine-month  period  ended September 30, 1996, adjusted to
exclude  nonoperating  items,  was  $860,  an increase of $25, or 3.0 percent,
compared with the same period in 1995.  Earnings per share for the nine months
ended  September  30, 1996, similarly adjusted, was $1.81, compared with $1.78
in  the  same  period  in  1995.    The  adjustments  include the 1996 current
year-to-date impact of $13 ($0.03 per share) from adopting SFAS No. 121, gains
of  $31  ($0.06  per  share)  and  $70 ($0.14 per share) on the sales of rural
telephone  exchanges  during  1996  and 1995, respectively, and expenses of $5
($0.01  per  share)  associated  with  the  1995  recapitalization  plan.


<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

Effective  January 1, 1996, the Communications Group adopted SFAS No. 121 (See
Note  A)  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.

Increased  income  at  the  Communications  Group is primarily attributable to
higher demand for services.  Partially offsetting the effects of higher demand
was  an increase in costs incurred to address the requirements associated with
increased  business  growth  and  continuing service-improvement initiatives. 
Further  offsetting the effects of higher demand were third quarter 1996 costs
associated with the discontinuance of the Omaha broadband video service trial.

Increased demand for the Communications Group's services resulted in growth in
earnings  before  interest,  taxes,  depreciation,  amortization  and  other
("EBITDA")  of 6.1 and 5.2 percent for the three- and nine-month periods ended
September  30,  1996,  respectively.    EBITDA also excludes gains on sales of
certain  rural telephone exchanges in 1996 and 1995.  The Communications Group
believes  EBITDA  is an important indicator of the operational strength of the
business.  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  GAAP.


<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  REVENUES

An  analysis  of  changes  in  the  Communications  Group's operating revenues
follows:
<TABLE>

<CAPTION>



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


                               Higher     (Higher)                       Increase     Increase (Decrease)
                               --------  ---------                       -----------  --------------------          
                                (Lower)  Lower                            (Decrease)
                               --------  ---------                       -----------                                
                         1996      1995  Prices     Refunds    Demand    Other        Dollars               Percent
                       ------  --------  ---------  ---------  --------  -----------  --------------------  --------
Local service
   Third quarter       $1,208  $  1,105  $      2   $      1   $   107   $       (7)  $               103       9.3 
   Nine months          3,532     3,231        19         (4)      301          (15)                  301       9.3 
Interstate access
   Third quarter          606       594       (10)       (36)       64           (6)                   12       2.0 
   Nine months          1,854     1,774       (43)       (46)      174           (5)                   80       4.5 
Intrastate access
   Third quarter          192       186        (2)         -         8            -                     6       3.2 
   Nine months            571       558       (17)         -        32           (2)                   13       2.3 
Long-distance network
   Third quarter          272       298        (1)         -       (15)         (10)                  (26)     (8.7)
   Nine months            840       891        (6)        (1)      (28)         (16)                  (51)     (5.7)
Other services
   Third quarter          237       206         -          -         -           31                    31      15.0 
   Nine months            683       591         -          -         -           92                    92      15.6 
                       ------  --------  ---------  ---------  --------  -----------  --------------------  --------
Total revenues
   Third quarter        2,515     2,389       (11)       (35)      164            8                   126       5.3 
   Nine months         $7,480  $  7,045  $    (47)  $    (51)  $   479   $       54   $               435       6.2 
                       ======  ========  =========  =========  ========  ===========  ====================  ========
</TABLE>


Local  service revenues increased principally as a result of higher demand for
services.    Total  reported  access  lines  increased 633,000, or 4.3 percent
during  the  last  12 months, of which 234,000 is attributed to second lines. 
Second line installations increased 31.4 percent during the past year.  Access
line  growth  was 5.1 percent when adjusted for sales of approximately 116,000
rural  telephone access lines during the last 12 months.  Also contributing to
the  increase  in  local  service  revenues was expanded growth in new central
office features such as caller identification, last call return and continuous
redial.  Local service revenues from these features were approximately $50 for
the  third  quarter,  an  increase  of over 90 percent as compared to the same
period  in  1995.    For  the  nine-month  period  ended  September  30, 1996,
approximately  $130  of  local  service  revenues was generated from these new
central  office features, an increase of over 100 percent as compared to 1995.

<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  revenues  from  interstate  access  services resulted from access line
growth  and  increases  of  7.9  and  8.9  percent in interstate billed access
minutes of use for the three- and nine-month periods ended September 30, 1996,
respectively.    The increased volume of business was partially  offset by the
effects  of  price  reductions  and  sharing  related  accruals for refunds to
interexchange  carriers.

Intrastate  access  revenues  increased slightly for the three- and nine-month
periods  ended  September  30,  1996, primarily due to higher demand partially
offset  by  the  effects  of  price  reductions.

Long-distance  network  service  revenues decreased by 8.7 and 5.7 percent for
the  three-  and  nine-month  periods  ended September 30, 1996, respectively,
compared  with  the  same  periods  in  1995,  primarily due to the effects of
competition and the implementation of a multiple toll carrier plan ("MTCP") in
Iowa  in  May 1996.  The MTCP allows independent telephone companies to act as
toll  carriers.   The impact of the MTCP for the three- and nine-month periods
ended  September  30,  1996  was  long-distance revenue losses of $10 and $16,
offset  by increases in intrastate access revenues of $1 and $2, and decreases
in  other  operating  expenses  (i.e.,  access  expense)  of  $8  and  $13,
respectively.

Excluding  the  effects  of  the  MTCP, long-distance network service revenues
decreased  5.4  and  3.9  percent  for the three- and nine-month periods ended
September  30,  1996,  respectively.    Erosion  of long-distance revenue will
continue  due to the loss of exclusivity of 1+ dialing in Minnesota, effective
in  February  1996,  and  in  Arizona,  effective  in  April  1996.

Revenues  from  other services increased for the three- and nine-month periods
ended September 30, 1996 primarily as a result of continued market penetration
in  voice  messaging service and increases in inside wire service and sales of
customer  premise  equipment.

Future  revenues  at  U  S  WEST  Communications  may  be  affected by pending
regulatory  actions  in  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

COSTS  AND  EXPENSES
<TABLE>

<CAPTION>



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

                               Three Months Ended   Three Months  Ended                    Nine Months Ended
                               -------------------  --------------------                   -------------------
                               September 30,1996    September 30, 1995    Percent Change   September 30, 1996
                               -------------------  --------------------  ---------------  -------------------



Employee-related expenses      $               900  $                835             7.8   $             2,688
Other operating expenses                       402                   404            (0.5)                1,177
Taxes other than income taxes                   94                    95            (1.1)                  291
Depreciation and amortization                  545                   513             6.2                 1,580
Interest expense                               111                   108             2.8                   332
Other expense - net                             10                    14           (28.6)                   22


<S>                            <C>                  <C>

                               Nine Months Ended
                               -------------------          
                               September 30, 1995   Percent
                               -------------------  --------
                                                    Change
                                                    --------

Employee-related expenses      $             2,479      8.4 
Other operating expenses                     1,099      7.1 
Taxes other than income taxes                  306     (4.9)
Depreciation and amortization                1,514      4.4 
Interest expense                               315      5.4 
Other expense - net                             30    (26.7)
</TABLE>



Employee-related expenses increased $65 and $209 for the three- and nine-month
periods  ended  September 30, 1996, respectively.  The increases are primarily
attributable  to  continued  efforts  to meet the requirements associated with
increased  business  growth  and  service-improvement  initiatives.

Salaries  and  wages  increased employee-related expenses by approximately $42
and  $105  for  the  three-  and  nine-month periods ended September 30, 1996,
respectively,  primarily due to inflation-driven wage increases.  Salaries and
wages  were  reduced through employee reductions associated with the Company's
restructuring program; however, costs related to workforce additions needed to
meet  increased  business  growth  and  service-improvement initiatives mostly
offset  these  benefits.

Contract  labor  increased  approximately  $47  and  $109  for  the three- and
nine-months  periods ended September 30, 1996, respectively.  The increase was
primarily due to increased network operations costs incurred to meet increased
business  growth  and  marketing  organization  costs  associated  with  the
implementation  of  new products and services.  Also contributing to the third
quarter  increase  in  contract  labor  was  $6  in  costs  related  to  the
discontinuance  of  the  Omaha  broadband  video  service  trial.

Approximately  $15  of  the  nine-month  increase in employee-related expenses
(i.e.,  contract  labor  and  overtime)  was  attributed to severe flooding in
Washington  and Oregon in the first quarter of 1996.  Partially offsetting the
increases  in  employee-related expenses was a reduction in the postretirement
benefits  accrual  and  lower  travel  and  conference expenses. Additionally,
overtime expense decreased in the third quarter due to cost reduction efforts.


<PAGE>
Form  10-Q  -  Part  I

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

The  increase  in  other  operating  expenses  for the nine-month period ended
September  30,  1996  is  primarily  due  to  increased uncollectibles, higher
advertising  costs  and  greater materials and supplies expense.  Higher costs
associated with increased sales of customer premise equipment combined with an
$11  third-quarter  1996  charge  related  to  the discontinuance of the Omaha
broadband  video  service  trial  also contributed to the increase.  Partially
offsetting  these  increases  was  reduced  access  expense of which a portion
related  to  the  implementation  of the MTCP in Iowa in May 1996.  During the
three-month  period  ended  September  30, 1996,  the cost increases mentioned
above  were  more  than  offset  by  the  decrease  in  access  expense  which
contributed  to  the  slight  decrease  in  other  operating  expenses.

Increased  depreciation  and  amortization  expense  was  attributable  to the
effects of a higher depreciable asset base, partially offset by the effects of
1995  sales of rural telephone exchanges, and the effects of adopting SFAS No.
121.  Interest expense increased primarily due to higher average debt levels. 
The  decrease  in  other  expense  for the three- and nine-month periods ended
September  30,  1996  is  primarily a result of costs associated with the 1995
recapitalization  plan.

PROVISION  FOR  INCOME  TAXES
<TABLE>

<CAPTION>



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


                            Three Months Ended   Three Months Ended            Nine Months Ended     Nine Months Ended
                            -------------------  -------------------           --------------------  --------------------         
                            September 30, 1996   September 30, 1995   Percent  September 30, 1996    September 30, 1995    Percent
                            -------------------  -------------------  -------  --------------------  --------------------  -------
                                                                      Change                                               Change
                                                                      -------                                              -------

Provision for income taxes  $               169  $               162      4.3  $               537   $               514       4.5
Effective tax rate                            -                    -        -                 37.3%                 36.4%        -
</TABLE>


The  increase  in the effective tax rate resulted primarily from higher income
before  income  taxes  and  lower  amortization  of the investment tax credit.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  provided  by  operations increased by $659, to $2,357, in the first nine
months  of  1996  compared  with 1995.  The increase in operating cash flow is
primarily  due  to  growth  in  EBITDA,  a  decrease  in  the  cash funding of
postretirement  benefits,  lower restructuring payments and increased accounts
receivable  collection  efforts.

During 1996, debt increased by $22 and the percentage of debt to total capital
decreased from 66.0 percent at December 31, 1995, to 64.0 percent at September
30,  1996.    The  decrease  in  the  percentage  of  debt to total capital is
primarily  attributable  to  increased net income and equity issuances for the
dividend  reinvestment  plan,  the employee savings plan and exercise of stock
options.


<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  October  1996, U S WEST Communications' credit ratings were lowered in
connection  with  the regulatory uncertainty surrounding the WUTC's $91.5 rate
reduction  order  (See  "Contingencies")  and  U  S WEST's planned merger with
Continental Cablevision, Inc.  Duff & Phelps lowered the senior unsecured debt
rating to AA-minus and reaffirmed the D-1-plus commercial paper rating.  Fitch
lowered  the  senior  unsecured debt rating to A-plus and the commercial paper
rating  to  F-1.

RESTRUCTURING  CHARGE

The Communications Group's 1993 results reflected an $880 restructuring charge
(pretax).    The  related  restructuring  plan  (the  "Restructuring Plan") is
designed  to  provide faster, more responsive customer services while reducing
the  costs  of  providing  these  services.

Following  is  a  schedule  of  the  costs included in the Restructuring Plan:
<TABLE>

<CAPTION>



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


                                        Actual   Actual   Estimate   Estimate
                                        -------  -------  ---------  ---------        
Restructuring Plan Costs                   1994     1995       1996       1997  Total
--------------------------------------  -------  -------  ---------  ---------  ------
Cash expenditures:
  Employee separation (1)<F1>           $    19  $    76  $      82  $     106  $  283
  Systems development                       118      129        113          -     360
  Real estate                                50       66         14          -     130
  Relocation                                 21       21          5          -      47
  Retraining and other                        8       23         22          7      60
                                        -------  -------  ---------  ---------  ------
Total cash expenditures                     216      315        236        113     880
Remaining 1991 plan employee costs (1)       56        -          -          -      56
                                        -------  -------  ---------  ---------  ------
Total                                   $   272  $   315  $     236  $     113  $  936
                                        =======  =======  =========  =========  ======
<FN>

<F1>
(1) Employee separation costs, including the balance of the 1991 restructuring reserve
at  December  31,  1993,  aggregate  $339.
</FN>
</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

Employee separation costs include severance payments, health-care coverage and
postemployment  education  benefits  associated  with the planned reduction of
10,000  employees.  System  development  costs  include  new  systems  and the
application  of  enhanced  system  functionality  to  existing  single-purpose
systems to provide integrated, end-to-end customer service.  Real estate costs
include  preparation  costs  for  the new service centers.  The Communications
Group  has consolidated its 560 customer service centers into 26 centers in 10
cities.    The relocation and retraining costs are related to moving employees
to the new service centers and retraining employees on the methods and systems
required  in  the  new,  restructured  mode  of  operation.

The  timing  and mix of employee separations has been changed.  Managerial and
occupational  employee  separations under the Restructuring Plan are estimated
to  be  3,670  and 6,330, respectively, as compared with previous estimates of
2,738 and 7,262.  As a result of this change, the currently estimated cost for
employee separations is $339, compared with $311 as previously estimated.  The
cost  increase will be funded through a transfer from the reserve for employee
relocations.

Additionally,  1,000  employee  separations previously scheduled for 1997 will
occur  in 1996.  Accordingly, estimated employee separation costs increased by
$49  in  1996,  of which $21 was transferred from 1997 and $28 was reallocated
from  the reserve for employee relocations. Following are current estimates of
employee  separations  and  separation  costs:

<TABLE>

<CAPTION>



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


                      Actual  Actual  Estimate  Estimate
                      ------  ------  --------  --------        
Employee Separations    1994    1995      1996      1997  Total
--------------------  ------  ------  --------  --------  ------
Managerial               497     682     1,435     1,056   3,670
Occupational           1,683   1,643       565     2,439   6,330
                      ------  ------  --------  --------  ------
Total                  2,180   2,325     2,000     3,495  10,000
                      ======  ======  ========  ========  ======
</TABLE>



<TABLE>

<CAPTION>



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

                           Actual         Actual   Estimate   Estimate
                           -------------  -------  ---------  ---------        
Employee Separation Costs   1994(1) <F1>     1995       1996       1997  Total
-------------------------  -------------  -------  ---------  ---------  ------
Managerial                 $           5  $    30  $      69  $      49  $  153
Occupational                          14       46         13         57     130
                           -------------  -------  ---------  ---------  ------
Total                                 19       76         82        106     283
Remaining 1991 reserve                56        -          -          -      56
                           -------------  -------  ---------  ---------  ------
Total                      $          75  $    76  $      82  $     106  $  339
                           =============  =======  =========  =========  ======
<FN>

<F1>
(1)    Includes  the  remaining employees and the separation amounts associated
with  the  balance  of  a  1991  restructuring  reserve  at  December 31, 1993.
</FN>
</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

Progress  Under  the  Restructuring  Plan:

Following  is  a  reconciliation  of restructuring reserve activity during the
first  nine  months  of  1996:

<TABLE>

<CAPTION>



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

                                                              Change in
                                                              -----------------                     
                                                              Relocation/
                                                              -----------------                     
                                             First Nine       Employee
                                             ---------------  -----------------                     
                         Reserve Balance     Months           Separation         Reserve Balance
                         ------------------  ---------------  -----------------  -------------------
                         December 31, 1995    1996 Activity   Amounts (1)<F1>    September 30, 1996
                         ------------------  ---------------  -----------------  -------------------
Employee separations
  Managerial             $               63  $          (28)  $             55   $                90
  Occupational                           97             (11)               (27)                   59
                         ------------------  ---------------  -----------------  -------------------
Total separations                       160             (39)                28                   149

Systems development
  Service delivery                       44             (26)                 -                    18
  Service assurance                      26              (7)                 -                    19
  Capacity provisioning                  42             (22)                 -                    20
  All other                               1               -                  -                     1
                         ------------------  ---------------  -----------------  -------------------
Total systems                           113             (55)                 -                    58
Real estate                              14              (4)                 -                    10
Relocation                               33              (2)               (28)                    3
Retraining and other                     29             (14)                 -                    15
                         ------------------  ---------------  -----------------  -------------------
Total                    $              349  $         (114)  $              -   $               235
                         ==================  ===============  =================  ===================
<FN>

<F1>
(1)    As  a  result  of  the  change  in  the  estimated mix of total employee separations, $27 was
transferred  from the occupational to the managerial employee separation reserve.  Additionally, $28
was  reallocated  from  the  relocation  reserve  to  the  managerial  employee  separation reserve.
</FN>
</TABLE>



<TABLE>

<CAPTION>



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


                                                First Nine        Cumulative
                                                ----------------  ------------------
                             1994         1995  Months            Separations At
                      -----------  -----------  ----------------  ------------------
                      Separations  Separations  1996 Separations  September 30, 1996
                      -----------  -----------  ----------------  ------------------
Employee separations
  Managerial                  497          682               549               1,728
  Occupational              1,683        1,643               444               3,770
                      -----------  -----------  ----------------  ------------------
Total                       2,180        2,325               993               5,498
                      ===========  ===========  ================  ==================
</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

CONTINGENCIES

At  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 reconsideration, 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.   This action is still in the discovery process.  If a
formal  filing  -  made in accordance with the remand from the Supreme Court -
alleges  that  the exceptions apply, the range of possible risk is $0 to $155.

On  April  11,  1996,  the  WUTC  acted  on U S WEST Communications' 1995 rate
request.    In  February  1995,  U  S  WEST  Communications sought to increase
revenues  by  raising  rates  for  basic residential services over a four-year
period.    The  two  major  issues  in  this  proceeding  involve  U  S  WEST
Communications'  requests for improved capital recovery and elimination of the
imputation  of  Yellow  Pages  revenue.    Instead  of  granting  U  S  WEST
Communications'  request, the Commission ordered approximately $91.5 in annual
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.

On  April  29, 1996, the Court stayed the rate decreases ordered by the WUTC. 
The Court granted the stay pending a decision made on U S WEST Communications'
appeal.    Effective  May  1,  1996,  U S WEST Communications began collecting
revenues subject to refund with interest.  U S WEST Communications expects its
appeal  to be successful and plans not to accrue any of the amounts subject to
refund.    However, an adverse judgment on the appeal would have a significant
impact  on U S WEST Communications' future results of operations.  The Company
expects  the  Court  to  rule  on  the  appeal  in  November  1996.


<PAGE>
Form  10-Q  -  Part  I

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

REGULATORY  ENVIRONMENT

On August 8, 1996, the Federal Communications Commission ("FCC") established a
framework  of  detailed national rules that will enable the states and the FCC
to  begin  implementing  the  local  competition  provisions  of  the
Telecommunications  Act  of  1996. Included in the order are requirements that
local  exchange  carriers  ("LECs"):    a)  provide  interconnection  to  any
requesting telecommunications carrier at any technically feasible point, equal
in  quality  to  that  provided  by the incumbent LEC; b) provide unrestricted
access  to  network  services  on  an  unbundled  basis;   c) provide physical
collocation  of equipment necessary for interconnection at the incumbent LEC's
premises,  unless  physical collocation is not practical for technical reasons
or  because  of  space  limitations;  and  d)  offer  for  resale  any
telecommunications services that the LEC provides at retail to subscribers who
are  not  telecommunications  carriers.    The  order  also  stipulates  that
commercial  mobile  radio  service  operators  ("CMRS"),  which  include  the
Company's  wireless  operations,  are  entitled  to  reciprocal  compensation
arrangements  and  that  a  LEC may not charge a CMRS provider for terminating
LEC-originated  traffic.    The  FCC's  order  continues to provide for access
charge recovery by LECs from interexchange carriers until it further evaluates
the  issues  of  access  charge  reform  and  universal  service.

The FCC order also established rigid costing and pricing rules which, from the
Company's  perspective,  significantly  impede negotiations with new entrants,
State  Public  Utility  Commission  ("PUC")  interconnection  rulemakings, and
interconnection  arbitrations.    U S WEST appealed the FCC order and sought a
stay  of  portions of the order, including certain pricing provisions, pending
appellate  review.    On October 15, 1996, the Eighth Circuit Court of Appeals
("Eighth  Circuit")  issued  its  order  granting  a  stay  of all the pricing
provisions of the FCC order.  The stay does not postpone implementation of the
Telecommunications  Act  of  1996.    Rather the effect of the stay is to have
interconnection  and  network  unbundled  element  pricing be resolved through
negotiations or state PUC arbitrations without the PUCs being limited in their
consideration  of  relevant  costs.

Subsequently,  the FCC and certain interexchange carriers requested the United
States Supreme Court ("Supreme Court") to review and vacate the Eighth Circuit
stay.    On  October  31,  1996,  the  Supreme  Court  denied these requests. 
Thereafter,  the FCC and certain interexchange carriers petitioned the Supreme
Court  for  further consideration of vacating the stay.  On November 12, 1996,
the  Supreme Court rejected these further petitions.  Thus, the Eighth Circuit
stay  will  expected to remain in effect until modified by that court or until
the  appeal  is  resolved.  A decision on the appeal is expected by May 1997. 
The  order's  impact  on  the  Company's  future  results  is  unknown.

<PAGE>
Form  10-Q  -  Part  I

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

OTHER  ITEMS

U  S  WEST  Communications  and  the  other  regional Bell operating companies
("RBOCs")  continue  to  explore  the  disposal  of  their  interests  in Bell
Communications  Research Inc. ("Bellcore"), one-seventh of which is owned by U
S  WEST  Communications.    The  majority  of  the  research  and  development
activities  of  the Communications Group are currently conducted at Bellcore. 
Following  such  disposal,  Bellcore  and  other  third  parties  will provide
research  and  development and other services to the Communications Group on a
contract  basis.

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

<CAPTION>



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

                                                Three Months Ended   Three Months Ended    Nine Months Ended
                                                -------------------  --------------------  --------------------
                                                September 30, 1996   September 30, 1995    September 30, 1996
                                                -------------------  --------------------  --------------------
Dollars in millions (except per share amounts)
----------------------------------------------                                                                 

Sales and other revenues:
   Directory and information services           $               316  $               292   $               908 
   Wireless communications                                      315                  246                   869 
   Cable and telecommunications                                  60                   56                   176 
   Other                                                          3                   10                    12 
                                                -------------------  --------------------  --------------------
      Total sales and other revenues                            694                  604                 1,965 
Operating expenses:
   Cost of sales and other revenues                             221                  193                   626 
   Selling, general and administrative                          242                  204                   698 
   Depreciation and amortization                                 79                   60                   216 
                                                -------------------  --------------------  --------------------
      Total operating expenses                                  542                  457                 1,540 

Income from operations                                          152                  147                   425 

Interest expense                                                 30                   29                    80 
Equity losses in unconsolidated ventures                         81                   38                   224 
Guaranteed minority interest expense                             12                    2                    36 
Other income (expense) - net                                     10                    6                   (24)
                                                -------------------  --------------------  --------------------
Income before income taxes and
   extraordinary item                                            39                   84                    61 
   Provision for income taxes                                    21                   51                    51 
                                                -------------------  --------------------  --------------------
Income before extraordinary item                                 18                   33                    10 
Extraordinary item:
   Early extinguishment of debt - net of tax                      -                   (4)                    - 
                                                -------------------  --------------------  --------------------
NET INCOME                                                       18                   29                    10 

Preferred dividends                                               1                    1                     3 
                                                -------------------  --------------------  --------------------
EARNINGS AVAILABLE FOR
   COMMON STOCK                                 $                17  $                28   $                 7 
                                                -------------------  --------------------  --------------------

EARNINGS PER COMMON SHARE:
   Income available for common stock
     before extraordinary item                  $              0.04  $              0.07   $              0.01 
   Extraordinary item                                             -               ( 0.01)                    - 
                                                -------------------  --------------------  --------------------
EARNINGS PER COMMON SHARE                       $              0.04  $              0.06   $              0.01 
                                                ===================  ====================  ====================
AVERAGE COMMON SHARES
   OUTSTANDING (thousands)                                  473,902              471,229               473,501 
                                                ===================  ====================  ====================


<S>                                             <C>

                                                Nine Months Ended
                                                --------------------
                                                September 30, 1995
                                                --------------------
Dollars in millions (except per share amounts)
----------------------------------------------                      

Sales and other revenues:
   Directory and information services           $               856 
   Wireless communications                                      676 
   Cable and telecommunications                                 165 
   Other                                                         28 
                                                --------------------
      Total sales and other revenues                          1,725 
Operating expenses:
   Cost of sales and other revenues                             539 
   Selling, general and administrative                          634 
   Depreciation and amortization                                181 
                                                --------------------
      Total operating expenses                                1,354 

Income from operations                                          371 

Interest expense                                                 89 
Equity losses in unconsolidated ventures                        128 
Guaranteed minority interest expense                              2 
Other income (expense) - net                                     24 
                                                --------------------
Income before income taxes and
   extraordinary item                                           176 
   Provision for income taxes                                   103 
                                                --------------------
Income before extraordinary item                                 73 
Extraordinary item:
   Early extinguishment of debt - net of tax                     (4)
                                                --------------------
NET INCOME                                                       69 

Preferred dividends                                               3 
                                                --------------------
EARNINGS AVAILABLE FOR
   COMMON STOCK                                 $                66 
                                                --------------------

EARNINGS PER COMMON SHARE:
   Income available for common stock
     before extraordinary item                  $              0.15 
   Extraordinary item                                        ( 0.01)
                                                --------------------
EARNINGS PER COMMON SHARE                       $              0.14 
                                                ====================
AVERAGE COMMON SHARES
   OUTSTANDING (thousands)                                  470,076 
                                                ====================
</TABLE>


See  Notes  to  Combined  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I
COMBINED  BALANCE  SHEETS                                             U S WEST
MEDIA  GROUP
(Unaudited)

<TABLE>

<CAPTION>



<S>                                        <C>             <C>


                                           September 30,   December 31,
                                           --------------  -------------
Dollars in millions                                  1996           1995
-----------------------------------------  --------------  -------------

ASSETS

Current assets:
     Cash and cash equivalents             $           54  $          20
     Accounts and notes receivable                    391            287
     Deferred directory costs                         254            247
     Receivable from Communications Group              71            106
     Other                                             66             81
                                           --------------  -------------

Total current assets                                  836            741
                                           --------------  -------------


Gross property, plant and equipment                 2,140          1,706
Accumulated depreciation                              712            558
                                           --------------  -------------

Property, plant and equipment - net                 1,428          1,148

Investment in Time Warner Entertainment             2,493          2,483
Intangible assets - net                             1,791          1,798
Investment in international ventures                1,371          1,511
Net investment in assets held for sale                404            429
Other assets                                          530            505
                                           --------------  -------------

Total assets                               $        8,853  $       8,615
                                           ==============  =============
</TABLE>



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>


                                                  September 30,    December 31,
                                                  ---------------  --------------
Dollars in millions                                         1996            1995 
------------------------------------------------  ---------------  --------------

LIABILITIES AND EQUITY

Current liabilities:
     Short-term debt                              $          613   $         836 
     Accounts payable                                        247             235 
     Deferred revenue and customer deposits                   85              87 
     Other                                                   419             411 
                                                  ---------------  --------------

Total current liabilities                                  1,364           1,569 
                                                  ---------------  --------------


Long-term debt                                             1,741           1,265 
Deferred taxes, credits and other                            632             658 

Preferred securities of subsidiary trust holding
   Company-guaranteed debentures                             600             600 
Preferred stock subject to mandatory redemption               51              51 

Media Group equity                                         4,574           4,599 
Company LESOP guarantee                                     (109)           (127)
                                                  ---------------  --------------

Total equity                                               4,465           4,472 
                                                  ---------------  --------------

Total liabilities and equity                      $        8,853   $       8,615 
                                                  ===============  ==============
</TABLE>


Contingencies  (See  Note  F  to  the  Combined  Financial  Statements)

See  Notes  to  Combined  Financial  Statements.

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

<CAPTION>



<S>                                                        <C>


                                                           Nine Months Ended September 30, 1996
                                                           --------------------------------------
Dollars in millions
---------------------------------------------------------                                        

OPERATING ACTIVITIES
   Net income                                              $                                  10 
   Adjustments to net income:
      Depreciation and amortization                                                          216 
      Equity losses in unconsolidated ventures                                               224 
      Deferred income taxes and amortization
         of investment tax credits                                                           (57)
      Provision for uncollectibles                                                            46 
   Changes in operating assets and liabilities:
      Accounts and notes receivable                                                         (115)
      Deferred directory costs, prepaid and other                                              5 
      Accounts payable and accrued liabilities                                                45 
   Other adjustments - net                                                                    46 
                                                           --------------------------------------
   Cash provided by operating activities                                                     420 
                                                           --------------------------------------
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                                           (361)
   Investment in international ventures                                                     (227)
   Investment in domestic PCS                                                                (50)
   Cash (to) from net investment in assets held for sale                                     176 
   Other - net                                                                                 9 
                                                           --------------------------------------
   Cash (used for) investing activities                                                     (453)
                                                           --------------------------------------
FINANCING ACTIVITIES
   Net (repayments of) proceeds from issuance of
       short-term debt                                                                        (8)
   Repayments of long-term debt                                                             (283)
   Proceeds from issuance of trust originated preferred
      securities - net                                                                         - 
   Proceeds from issuance of long-term debt                                                  330 
   Proceeds from issuance of common stock                                                     31 
   Dividends paid on preferred stock                                                          (3)
   Advance from Communications Group                                                           - 
   Purchase of treasury stock                                                                  - 
                                                           --------------------------------------
   Cash provided by financing activities                                                      67 
CASH AND CASH EQUIVALENTS
   Increase (decrease)                                                                        34 
   Beginning balance                                                                          20 
                                                           --------------------------------------
   Ending balance                                          $                                  54 
                                                           ======================================


<S>                                                        <C>


                                                           Nine Months Ended September 30, 1995
                                                           --------------------------------------
Dollars in millions
---------------------------------------------------------                                        

OPERATING ACTIVITIES
   Net income                                              $                                  69 
   Adjustments to net income:
      Depreciation and amortization                                                          181 
      Equity losses in unconsolidated ventures                                               128 
      Deferred income taxes and amortization
         of investment tax credits                                                           (28)
      Provision for uncollectibles                                                            37 
   Changes in operating assets and liabilities:
      Accounts and notes receivable                                                          (52)
      Deferred directory costs, prepaid and other                                            (18)
      Accounts payable and accrued liabilities                                               107 
   Other adjustments - net                                                                    40 
                                                           --------------------------------------
   Cash provided by operating activities                                                     464 
                                                           --------------------------------------
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                                           (240)
   Investment in international ventures                                                     (576)
   Investment in domestic PCS                                                               (266)
   Cash (to) from net investment in assets held for sale                                    (108)
   Other - net                                                                                (3)
                                                           --------------------------------------
   Cash (used for) investing activities                                                   (1,193)
                                                           --------------------------------------
FINANCING ACTIVITIES
   Net (repayments of) proceeds from issuance of
       short-term debt                                                                       323 
   Repayments of long-term debt                                                             (384)
   Proceeds from issuance of trust originated preferred
      securities - net                                                                       581 
   Proceeds from issuance of long-term debt                                                    - 
   Proceeds from issuance of common stock                                                    104 
   Dividends paid on preferred stock                                                          (3)
   Advance from Communications Group                                                         105 
   Purchase of treasury stock                                                                (63)
                                                           --------------------------------------
   Cash provided by financing activities                                                     663 
CASH AND CASH EQUIVALENTS
   Increase (decrease)                                                                       (66)
   Beginning balance                                                                          93 
                                                           --------------------------------------
   Ending balance                                          $                                  27 
                                                           ======================================
</TABLE>


See  Notes  to  Combined  Financial  Statements

<PAGE>
Form  10-Q  -  Part  I

                             U S WEST MEDIA GROUP
                    NOTES TO COMBINED FINANCIAL STATEMENTS
                            (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 1995 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  8,  1996.

Earnings  Per  Common  Share

Earnings  per common share for 1995 has been presented on a pro forma basis to
reflect the Media Group's stock as if it had been outstanding since January 1,
1995.  For periods prior to the November 1, 1995 recapitalization, the average
common shares outstanding are assumed to be equal to the average common shares
outstanding  for  U  S  WEST.


<PAGE>
Form  10-Q  -  Part  I

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

B.    Investment  in  Time  Warner  Entertainment

U  S  WEST  has  a 25.51 percent pro-rata priority capital and residual equity
interest  in  Time  Warner  Entertainment  Company  L.P.  ("TWE").  Summarized
operating  results  for  TWE  follow:
<TABLE>

<CAPTION>



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


                                  Three Months Ended   Three Months Ended    Nine Months Ended    Nine Months Ended
                                  -------------------  --------------------  -------------------  --------------------
                                  September 30, 1996   September 30, 1995    September 30, 1996   September 30, 1995
                                  -------------------  --------------------  -------------------  --------------------

Revenues                          $             2,718  $             2,324   $             7,811  $             6,762 
Operating expenses*<F1>                         2,447                2,056                 6,975                6,037 
Interest and other - net**<F2>                    216                  195                   574                  556 
                                  -------------------  --------------------  -------------------  --------------------

Income before income taxes
  and extraordinary item          $                55  $                73   $               262  $               169 
                                  ===================  ====================  ===================  ====================

Income before extraordinary item  $                45  $                47   $               213  $               107 

Extraordinary item                                  -                  (24)                    -                  (24)
                                  -------------------  --------------------  -------------------  --------------------

Net income                        $                45  $                23   $               213  $                83 
                                  ===================  ====================  ===================  ====================
<FN>

<F1>
*       Includes depreciation and amortization of $322 and $260, and $904 and $761 for the three and nine months ended
September  30,1996  and  1995,  respectively.
<F2>
**       Includes corporate services of $17 and $17, and $52 and $47 for the three and nine months ended September 30,
1996  and  1995,  respectively.
</FN>
</TABLE>


U  S  WEST  accounts  for  its  investment  in  TWE under the equity method of
accounting.  U  S  WEST's  recorded  share of TWE operating results represents
allocated  TWE  net income or loss adjusted for the amortization of the excess
of  the  fair market value over the book value of the partnership net assets. 
The  Company's  recorded  share  of TWE operating results before extraordinary
item  was ($3) and ($3), and $11 and ($14) for the three and nine months ended
September  30,  1996  and  1995,  respectively.   In addition, TWE recorded an
extraordinary  loss  for  early extinguishment of debt in third quarter 1995. 
The  Media Group's portion of this extraordinary loss was $4, net of an income
tax  benefit  of  $2.


<PAGE>
Form  10-Q  -  Part  I

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

C.  Investment  in  International  Ventures

In  connection  with  its  review  of the financial and operating performance,
market  value  and  capital  requirements  of  its  international  investment
portfolio,  management  has  identified  certain  investments  it believes are
appropriate  to  sell or restructure under acceptable terms.  As a result, the
Company:  1) sold its cable television interests in Hungary, Norway and Sweden
and  recorded  a second-quarter pretax charge of $31 associated with the sale;
and  2)  in  October  1996,  the  Company  increased  its ownership in a cable
television  joint  venture in the Czech Republic to approximately 94 percent. 
This  investment  had been accounted for on the equity method and is now being
consolidated.

D.  Continental  Acquisition

On  February 27, 1996, U S WEST announced a definitive agreement to merge with
Continental  Cablevision,  Inc.  ("Continental").  Continental is the nation's
third-largest  cable  operator.    U S WEST will purchase all of Continental's
stock  for  approximately  $4.7  to $4.8 billion and will assume Continental's
debt  and  other  obligations,  the  market  value  of  which  amounted  to
approximately $6.5 billion as of June 30, 1996.  Consideration for the $4.7 to
$4.8  billion  in  equity will consist of approximately $1 billion liquidation
value  ($927  million at market value) of U S WEST preferred stock convertible
to Media Group common stock; and, at U S WEST's option, between $1 billion and
$1.5  billion  in  cash,  and  $2.3 billion to $2.7 billion in shares of Media
Group  common  stock.   This reflects an October 7, 1996 amendment whereby the
two  companies  effectively  fixed  the number of shares of Media Group common
stock  to  be  issued  in  the  transaction.    The  transaction is subject to
shareholder  vote and is expected to close in the fourth quarter of 1996.  See
Pro  Forma  Condensed  Combined  Financial  Statements  in  the  Company's
Registration  Statement  on  Form  S-4  (Reg.  No.  333-13901)  for  further
information  on  the  transaction  with  Continental.


<PAGE>
Form  10-Q  -  Part  I

                             U S WEST MEDIA GROUP
                    NOTES TO COMBINED FINANCIAL STATEMENTS
               (Dollars in millions, except per share amounts)
                                 (Unaudited)

E.    Preferred  Securities  of  Subsidiary  Trust  Holding Company-Guaranteed
Debentures

On  October  29, 1996,  U S WEST Financing II ("Financing II"), a wholly owned
subsidiary  trust  of  U  S WEST Capital Funding, Inc. ("CFI"), issued $480 of
8.25  percent  Trust  Originated  Preferred  Securities  (the  "Preferred
Securities").   Financing II loaned the proceeds of the issue to CFI, a wholly
owned  subsidiary of U S WEST, in exchange for CFI's 8.25 percent Subordinated
Deferrable  Interest  Notes  ("Deferrable  Notes") which are guaranteed by U S
WEST  and  due in 2036.  CFI has the right under the Deferrable Notes to defer
payment  of  interest  for  periods  up  to  20  consecutive  quarters,  and
correspondingly,  quarterly  dividend payments on the Preferred Securities can
be  deferred.  To the extent this right is exercised by CFI, U S WEST will not
be  allowed  to  declare  dividends  on  any  of its classes of capital stock.

The  sole  assets  of  Financing  II  are  the Deferrable Notes.  U S WEST has
guaranteed  the  payment  of interest and redemption amounts to the holders of
the Preferred Securities.  The Preferred Securities are redeemable in whole or
in  part, for $25 per share on or after October 29, 2001. Upon maturity of the
Deferrable Notes, Financing II is required to redeem the Preferred Securities.
 As  of  October  29,  1996, 19,200,000 Preferred Securities were outstanding.

F.    Contingencies

U S WEST has commitments and debt guarantees associated with its international
investments  in  the  principal  amount of approximately $600.  In addition, a
wholly  owned  subsidiary  of U S WEST has guaranteed debt associated with its
international investment in the principal amount of approximately $230 and U S
WEST  guaranteed certain commitments related to its domestic PCS investment of
approximately  $75.

G.    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  "net investment in assets held for sale."  The net
realizable  value  of  the assets will be reevaluated on an ongoing basis with
adjustments  to  the  existing  reserve,  if  any, being charged to continuing
operations.    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.


<PAGE>
Form  10-Q  -  Part  I

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

Building  sales and operating revenues of the capital assets segment were $110
and  $30  for  the  three-month  periods, and $161 and $137 for the nine-month
periods  ended  September  30,  1996 and 1995, respectively.  During the third
quarter  of  1996,  the  Company  received  $66  from  the  sale  of  finance
receivables.

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

<TABLE>

<CAPTION>



<S>                                                     <C>                  <C>

Dollars in millions                                     September 30, 1996   December 31, 1995
------------------------------------------------------  -------------------  ------------------
ASSETS
Cash and cash equivalents                               $                21  $               38
Finance receivables - net                                               873                 953
Investment in real estate - net of valuation allowance                  223                 368
Bonds, at market value                                                  141                 149
Investment in FSA                                                       311                 399
Other assets                                                            158                 162
                                                        -------------------  ------------------

Total assets                                            $             1,727  $            2,069
                                                        ===================  ==================

LIABILITIES
Debt                                                    $               516  $              796
Deferred income taxes                                                   676                 686
Accounts payable, accrued liabilities and other                         120                 148
Minority interests                                                       11                  10
                                                        -------------------  ------------------

Total liabilities                                                     1,323               1,640
                                                        -------------------  ------------------

Net investment in assets held for sale                  $               404  $              429
                                                        ===================  ==================
</TABLE>


Selected  financial  data  for  U  S  WEST  Financial  Services  follows:
<TABLE>

<CAPTION>



<S>                      <C>                  <C>


                         September 30, 1996   December 31, 1995
                         -------------------  ------------------

Net finance receivables  $               861  $              931
Total assets                           1,042               1,085
Total debt                               233                 274
Total liabilities                        982               1,024
Shareowner's equity                       60                  61
</TABLE>




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 generally accepted accounting
principles  ("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  -  THREE  AND  NINE  MONTHS  ENDED SEPTEMBER 30, 1996
COMPARED  WITH  1995

SALES  AND  OTHER  REVENUES
<TABLE>

<CAPTION>



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


                                     Three Months Ended   Three Months Ended                    Nine Months Ended
                                     -------------------  -------------------                   -------------------
                                     September 30, 1996   September 30, 1995   Percent Change   September 30, 1996
                                     -------------------  -------------------  ---------------  -------------------



Directory and information services:
    Domestic                         $               276  $               264             4.5   $               826
    International                                     40                   28            42.9                    82
                                     -------------------  -------------------  ---------------  -------------------
                                                     316                  292             8.2                   908
                                     -------------------  -------------------  ---------------  -------------------

Wireless communications:
    Cellular service                                 286                  223            28.3                   792
    Cellular equipment                                29                   23            26.1                    77
                                     -------------------  -------------------  ---------------  -------------------
                                                     315                  246            28.0                   869
                                     -------------------  -------------------  ---------------  -------------------

Cable and telecommunications                          60                   56             7.1                   176
Other                                                  3                   10           (70.0)                   12
                                     -------------------  -------------------  ---------------  -------------------

Sales and other revenues             $               694  $               604            14.9   $             1,965
                                     ===================  ===================  ===============  ===================


<S>                                  <C>                  <C>


                                     Nine Months Ended
                                     -------------------          
                                     September 30, 1995   Percent
                                     -------------------  --------
                                                          Change
                                                          --------

Directory and information services:
    Domestic                         $               784      5.4 
    International                                     72     13.9 
                                     -------------------  --------
                                                     856      6.1 
                                     -------------------  --------

Wireless communications:
    Cellular service                                 616     28.6 
    Cellular equipment                                60     28.3 
                                     -------------------  --------
                                                     676     28.6 
                                     -------------------  --------

Cable and telecommunications                         165      6.7 
Other                                                 28    (57.1)
                                     -------------------  --------

Sales and other revenues             $             1,725     13.9 
                                     ===================  ========
</TABLE>


Media Group sales and other revenues increased 14.9 percent, to $694, and 13.9
percent,  to $1,965, for the three- and nine-month periods ended September 30,
1996, respectively.  The increases were primarily a result of strong growth in
cellular  service  revenue.

Directory and Information Services  Revenues related to Yellow Pages directory
advertising  increased  $17,  or  6.6 percent, and $51, or 6.7 percent, in the
three-  and  nine-month  periods  ended September 30, 1996, respectively.  The
increases  are largely a result of a 3.6 percent increase in revenue per local
advertiser  (primarily  a  result  of  price  increases  of  approximately 4.0
percent)  and  a  1.9  percent increase in local advertisers.  These increases
were  offset  by  the  loss  of  revenue  associated  with  exited  products.

<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  directory  publishing  revenues  increased  $12  and $10 in the
three-  and  nine-month  periods  ended September 30, 1996, respectively.  The
increases  are  primarily  a  result  of  publishing  more directories in 1996
compared  with  the  same  periods  in  1995.

Wireless  Communications    Cellular  service  revenues increased $63, or 28.3
percent, and $176, or 28.6 percent, in the three- and nine-month periods ended
September  30,  1996,  respectively.    These  increases  are a result of a 43
percent  increase  in  subscribers  during  the  last  twelve  months,
partially  offset  by an 11 percent drop (on a same property basis) in average
revenue  per  subscriber  to  $54.00  per  month.  The increase in subscribers
relates  to  continued  growth  in  demand  for  wireless  services.

Cellular  equipment  revenues  increased $6, or 26.1 percent, and $17, or 28.3
percent,  in  the  three-  and  nine-month  periods  ended September 30, 1996,
respectively.    The  increases  are primarily a result of an increase in unit
sales associated with a 33 percent increase in gross customer additions in the
first nine months of 1996, partially offset by a decrease in selling price per
unit.

Cable  and Telecommunications  Cable and telecommunications revenues increased
$6,  or  11.1  percent, and $17, or 10.7 percent, in the three- and nine-month
periods  ended September 30, 1996, respectively.  The increases give effect to
a change in the method of recording franchise fees implemented in late 1995 as
if  it  was  in effect throughout 1995.  A 4.6 percent increase in revenue per
subscriber  (primarily  a result of rate increases) and a 6.0 percent increase
in  subscribers  during  the  last  twelve  months  were  the  primary factors
underlying  the  revenue  increases.

<PAGE>
Form  10-Q  -  Part  I

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

INCOME  FROM  OPERATIONS

<TABLE>

<CAPTION>



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


                                     Three Months Ended    Three Months Ended              Nine Months Ended
                                     --------------------  --------------------            --------------------
                                     September 30, 1996    September 30, 1995    Percent   September 30, 1996
                                     --------------------  --------------------  --------  --------------------
                                                                                 Change    
                                                                                 --------                      

Directory and information services:
    Domestic                         $               101   $               102      (1.0)  $               326 
    International                                      3                    (3)        -                    (8)
                                     --------------------  --------------------  --------  --------------------
                                                     104                    99       5.1                   318 
                                     --------------------  --------------------  --------  --------------------

Wireless communications                               90                    56      60.7                   200 
Cable and telecommunications                          (1)                    7         -                    15 
Other                                                (41)                  (15)        -                  (108)
-----------------------------------  --------------------  --------------------  --------  --------------------

Income from operations               $               152   $               147       3.4   $               425 
                                     ====================  ====================  ========  ====================


<S>                                  <C>                   <C>


                                     Nine Months Ended
                                     --------------------         
                                     September 30, 1995    Percent
                                     --------------------  -------
                                                           Change
                                                           -------

Directory and information services:
    Domestic                         $               300       8.7
    International                                     (8)        -
                                     --------------------  -------
                                                     292       8.9
                                     --------------------  -------

Wireless communications                              131      52.7
Cable and telecommunications                          15         -
Other                                                (67)     61.2
-----------------------------------  --------------------  -------

Income from operations               $               371      14.6
                                     ====================  =======
</TABLE>



During the three- and nine-month periods ended September 30, 1996, Media Group
operating  income  increased 27.2 percent, to $187, and 19.5 percent, to $460,
respectively.   Earnings before interest, taxes, depreciation and amortization
("EBITDA")  increased  28.5  percent,  to  $266,  and  19.4  percent, to $676,
respectively,  for  the  same  periods.    These  results exclude the one-time
effects  of  a third-quarter 1996 charge totaling $35 to reorganize and reduce
headcount  at  domestic  directories  and  international  headquarters.   Also
excluded  is a charge of $14 recorded in the first and second quarters of 1995
to  exit  certain  domestic  directories  product  lines.   The increases were
primarily  a result of strong growth in wireless communications operations and
decreased  spending related to exited domestic directories product lines.  The
Media  Group  considers  EBITDA  an  important  indicator  of  the operational
strength  and  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 Media Group's businesses or as an alternative to cash flows
from  operating  activities as a measure of liquidity, in each case determined
in  accordance  with  GAAP.

<PAGE>
Form  10-Q  -  Part  I

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

Directory  and  Information Services  During the three- and nine-month periods
ended  September  30, 1996, operating income related to domestic directory and
information  services  increased 23.5 percent*, to $126, and 11.8 percent*, to
$351,  respectively,  and  EBITDA  increased  23.1 percent*, to $133, and 12.7
percent*,  to  $374,  respectively.    Decreased  spending  in 1996, primarily
related  to  exited product lines along with a decrease in the amount of Media
Group  corporate  costs  allocated to this line of business has contributed to
these  increases.   The Yellow Pages EBITDA margin of 50 percent* in 1996, has
remained  unchanged  from  a  year  ago.

*    These results exclude the one-time effects of a third-quarter 1996 charge
of  $25  to  reorganize  and  reduce  headcount  in  the  domestic directories
operation.   Also excluded is a charge of $14 recorded in the first and second
quarters  of  1995  to  exit  certain  domestic  directories  product  lines.

Operating  income  for international directory publishing operations increased
$6 in the third quarter primarily as a result of additional books published in
the  quarter.

Wireless Communications   Cellular operating income increased 60.7 percent, to
$90,  and  52.7  percent, to $200, for the three- and nine-month periods ended
September  30, 1996, respectively.  Cellular EBITDA increased 49.4 percent, to
$127,  and  41.5  percent,  to  $307,  for the same periods, respectively. The
increases  in  operating  income  and EBITDA are a result of revenue increases
associated  with  the rapidly expanding customer base combined with efficiency
gains.    The  1996  decline  in  revenue  per  customer  of  11 percent, on a
comparable  basis, has been more than offset by decreases in the cost incurred
to  acquire  a customer and the cost to support a customer.  Support costs per
customer  decreased  19  percent  and  acquisition  costs  per  customer added
decreased  6  percent  during  the nine-month period ended September 30, 1996.

The  cellular  service  EBITDA  margin  has increased to 44.4 percent and 38.8
percent  for  the  three-  and nine-month periods, respectively, compared with
38.1  percent  and 35.2 percent for the same periods a year ago, respectively.



<PAGE>
Form  10-Q  -  Part  I

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

In  July 1994, U S WEST signed an agreement with AirTouch Communications, Inc.
("AirTouch")  to combine their domestic cellular properties into a partnership
in a multi-phased transaction.  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 centralized
services  to  both  companies  on a contract basis.  In Phase II, the partners
will  combine  their  domestic  properties  into  a  partnership,  subject  to
obtaining  certain  authorizations.    The  parties  are  seeking  to  obtain
regulatory  and  other  approvals  precedent  to  entering into Phase II.  The
passage  of  the  Telecommunications  Act  of  1996  has  removed  significant
regulatory  barriers  to  completion  of  Phase  II.    Management expects the
interests  in the partnership will be approximately 74 percent AirTouch and 26
percent U S WEST (assuming contribution of all domestic cellular properties). 
The  actual  interests  in  the  partnership  at  the commencement of Phase II
depend,  among  other  things,  on  the timing of the Phase II closing and the
ability  of  the  partners  to  combine  their domestic properties. U S WEST's
interest in the partnership will further adjust depending on the timing of the
contribution of its PCS investment.  The timing of such contribution is at U S
WEST's  discretion  and will occur either at the closing of Phase II or a date
selected  by  U  S  WEST,  no  later  than  mid-1998.

U  S  WEST has the right to convert its joint venture interest in the domestic
cellular  properties,  valued  on  a  private  market basis, into ownership of
AirTouch  common  shares at an appraised public value.  In the event the value
to  be  received  by  U  S WEST exceeds 19.9 percent of AirTouch's outstanding
common  stock,  U  S  WEST  will  receive the excess in the form of non-voting
preferred  stock.    This  right  becomes  exercisable  upon the latter of: 1)
completion  of  Phase  II of the merger and 2) contribution of both U S WEST's
and AirTouch's interests in PrimeCo Personal Communications ("PrimeCo") to the
joint venture.  The Company expects that these conditions will be met by early
1997.

Cable  and  Telecommunications   Cable and telecommunications operating income
decreased  $8  during  the three-month period.  This decrease is primarily the
result  of  increased  depreciation  expense  associated with placing upgraded
assets  in  service.   During the nine-month period the increased depreciation
was  offset  by  an increase in EBITDA primarily related to rate increases and
subscriber  growth.

Other    The  decrease  in  other  operating income is primarily a result of a
decrease  in the amount of Media Group corporate costs allocated to the Yellow
Pages  and  cellular  businesses  and  an  increase  in the amount of U S WEST
corporate  costs  allocated to the Media Group.  This decrease also includes a
one-time  third-quarter  1996  charge  of  $10  related to staff reductions at
international  headquarters.

<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>


                                          Three Months Ended   Three Months Ended            Nine Months Ended
                                          -------------------  -------------------           --------------------
                                          September 30, 1996   September 30, 1995   Percent  September 30, 1996
                                          -------------------  -------------------  -------  --------------------
                                                                                    Change   
                                                                                    -------                      

Interest expense                          $                30  $                29      3.4  $                80 
Equity losses in unconsolidated ventures                   81                   38        -                  224 
Guaranteed minority interest expense                       12                    2        -                   36 
Other income (expense) - net                               10                    6     66.7                  (24)


<S>                                       <C>                  <C>


                                          Nine Months Ended
                                          -------------------          
                                          September 30, 1995   Percent
                                          -------------------  --------
                                                               Change
                                                               --------

Interest expense                          $                89    (10.1)
Equity losses in unconsolidated ventures                  128     75.0 
Guaranteed minority interest expense                        2        - 
Other income (expense) - net                               24        - 
</TABLE>


Interest  expense  increased $1 and decreased $9 for the three- and nine-month
periods,  respectively.    Increased  interest expense related to issuing Debt
Exchangeable  for Common Stock ("DECS") in 1995 and 1996 was offset during the
three-month  period,  and more than offset during the nine-month period, by an
increase in interest capitalized related to the domestic PCS and international
Malaysian  investments.

Equity  losses  increased  $43  and $96 for the three- and nine-month periods,
respectively.  The increases are predominantly a result of increased financing
costs  associated  with  expansion of the network at TeleWest and start-up and
other  costs associated with new international investments.  The Media Group's
domestic  PCS investment also contributed to the increase in losses. The Media
Group  expects losses related to international ventures will be significant in
1996.

Guaranteed  minority interest expense reflects the September 11, 1995 issuance
of  Preferred  Securities  totaling  $600.

Other  income  (expense)  increased  $4  and  decreased $48 for the three- and
nine-month  periods,  respectively.  The third-quarter increase is primarily a
result  of costs associated with a recapitalization in 1995.  A second-quarter
1996  pre-tax  charge  of $31, associated with the sale of the Company's cable
television  interests in Norway, Sweden and Hungary, contributed significantly
to  the  increase  in  other  expense  during  the  nine-month  period.


<PAGE>
Form  10-Q  -  Part  I

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

PROVISION  FOR  INCOME  TAXES
<TABLE>

<CAPTION>



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


                            Three Months Ended   Three Months Ended             Nine Months Ended     Nine Months Ended
                            -------------------  -------------------            --------------------  --------------------
                            September 30, 1996   September 30, 1995   Percent   September 30, 1996    September 30, 1995
                            -------------------  -------------------  --------  --------------------  --------------------
                                                                      Change                          
                                                                      --------                                            

Provision for income taxes  $                21  $                51    (58.8)  $                51   $               103 
Effective tax rate                            -                    -        -                  83.6%                 58.5%


<S>                         <C>




                            Percent
                            --------
                            Change
                            --------

Provision for income taxes    (50.5)
Effective tax rate                - 
</TABLE>



The  increase  in  the  effective tax rate reflects the impact of lower pretax
income  in  relationship  to  goodwill  amortization, primarily related to the
acquisition  of  the  Atlanta  Systems,  and  foreign  income  taxes.    These
relationships can vary significantly during the year depending on the level of
pretax  income.

NET  INCOME

Net  income of the Media Group decreased $11, to $18, and $59, to $10, for the
three-  and  nine-  month periods ended September 30, 1996, respectively.  The
decreases  are  primarily  a result of the third-quarter 1996 after-tax charge
totaling  $21  to  reorganize  and  reduce  headcount  related  to  domestic
directories  and  international  headquarters  and  the  second-quarter  1996
after-tax  charge of $19 related to the sale of the Company's cable television
interests  in  Norway,  Sweden  and  Hungary. Increased losses associated with
unconsolidated  international ventures also contributed to the decrease in net
income.  These decreases in net income were partially offset by improvement in
the  wireless  communications  business.

LIQUIDITY  AND  CAPITAL  RESOURCES

Operating  Activities

Cash  provided by operating activities of the Media Group decreased $44 in the
first nine months of 1996, compared with 1995.  Growth in EBITDA was more than
offset  by  higher  federal  income  tax  payments  associated  with lower tax
benefits  from  the  TWE  partnership  and  higher  interest payments in 1996.

Investing  Activities

Capital expenditures of the Media Group were $361 for the first nine months of
1996.    The  majority of expenditures in 1996 were devoted to the enhancement
and expansion of the cellular network and upgrade of the Atlanta cable systems
to  750  megahertz  capacity.

<PAGE>
Form  10-Q  -  Part  I

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

Investments  in  international ventures were $227 for the first nine months of
1996.    Significant  1996  investments  include  loans  provided  to  the PCS
investment  in  the  United  Kingdom,  Mercury One 2 One ("One 2 One") and the
purchase  of a 23 percent interest in a venture to provide wireless service in
Poland.   Domestically, the Media Group invested $50 to fund the network build
activities  at  PrimeCo.

In  connection  with  its  review  of the financial and operating performance,
market  value  and  capital  requirements  of  its  international  investment
portfolio,  management  has  identified  certain  investments  it believes are
appropriate to sell or restructure under acceptable terms.  Management expects
that  sales  proceeds  could  approximate  $400  in  the next two years.  As a
result, the Company: 1) sold its cable television interests in Hungary, Norway
and  Sweden and recorded a second-quarter pretax charge of $31 associated with
the  sale;  and  2)  in October 1996, the Company increased its ownership in a
cable  television  joint  venture  in  the  Czech Republic to approximately 94
percent.

U  S  WEST  from  time  to  time  engages in preliminary discussions regarding
acquisitions,  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.

Financing  Activities

Debt increased $253 as of September 30, 1996, compared with December 31, 1995.
 The  increase  is  primarily  a result of the second-quarter 1996 issuance of
$254  of  exchangeable  notes,  or DECS, due May 15, 1999. Upon maturity, each
DECS will be mandatorily redeemed by U S WEST for shares of Financial Security
Assurance  Holdings Ltd. ("FSA") held by U S WEST or the cash equivalent, at U
S  WEST's  option.  The capital assets segment currently owns approximately 40
percent  of  the  outstanding  FSA  common  stock.

On  October  29,  1996,    the Company refinanced commercial paper through the
issuance of 8.25 percent Trust Originated Preferred Securities totaling $480. 
The  payment  of  interest and redemption amounts to holders of the securities
are  fully  and  unconditionally  guaranteed  by  U  S  WEST.

U S WEST has commitments and debt guarantees associated with its international
investments  in  the  principal  amount of approximately $600.  In addition, a
wholly  owned  subsidiary  of U S WEST has guaranteed debt associated with its
international investment in the principal amount of approximately $230 and U S
WEST  guaranteed certain commitments related to its domestic PCS investment of
approximately  $75.

Excluding  debt  associated with the capital assets segment, the Media Group's
percentage  of  debt  to total capital at September 30, 1996, was 31.5 percent
compared  with  29.1  percent at December 31, 1995.  Including debt associated
with  the  capital  assets  segment,  Preferred Securities and other preferred
stock,  the Media Group's percentage of debt to total capital was 44.1 percent
at  September  30,  1996  compared  with  44.2  percent at December  31, 1995.

<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

On  February 27, 1996, U S WEST announced a definitive agreement to merge with
Continental  Cablevision,  Inc.  ("Continental").  Continental is the nation's
third-largest  cable  operator.    U S WEST will purchase all of Continental's
stock  for  approximately  $4.7  to $4.8 billion and will assume Continental's
debt  and  other  obligations,  the  market  value  of  which  amounted  to
approximately $6.5 billion as of June 30, 1996.  Consideration for the $4.7 to
$4.8  billion  in  equity will consist of approximately $1 billion liquidation
value  ($927  million at market value) of U S WEST preferred stock convertible
to Media Group common stock; and, at U S WEST's option, between $1 billion and
$1.5  billion  in  cash,  and  $2.3 billion to $2.7 billion in shares of Media
Group  common  stock.   This reflects an October 7, 1996 amendment whereby the
two  companies  effectively  fixed  the number of shares of Media Group common
stock  to  be  issued  in  the  transaction.    The  transaction is subject to
shareholder  vote and is expected to close in the fourth quarter of 1996.  See
Pro  Forma  Condensed  Combined  Financial  Statements  in  the  Company's
Registration  Statement  on  Form  S-4  (Reg.  No.  333-13901)  for  further
information  on  the  transaction  with  Continental.

During  October  1996,  in  connection  with  U  S  WEST's planned merger with
Continental,  Duff & Phelps and Fitch each lowered U S WEST's credit ratings. 
The senior unsecured debt ratings were lowered to triple-B-plus, the Preferred
Securities  were  lowered  to  triple-B,  the  liquid  yield option notes were
lowered  to  triple-B and the commercial paper ratings were lowered to D-2 and
F-2.    The credit ratings are being reviewed by Moody's which may result in a
downgrading.

The Media Group expects that cash from operations will not be adequate to fund
expected  cash  requirements  in the foreseeable future.  Additional financing
will  come  primarily  from  new  debt.


<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  is  not  required  by  GAAP  or intended to replace the
Combined  Financial  Statements  prepared  in  accordance  with  GAAP.   It is
presented  supplementally because the Company believes that proportionate data
facilitates  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  $404  at September 30, 1996 and $429 at
December 31, 1995. 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>                    <C>       <C>     <C>      <C>


                                     Cable and       Wireless          Directory and Infor-   Corp &
                                     Telecomm.       Communications    mation Services        Other     Total
                                     --------------  ----------------  ---------------------  --------  ------               
Dollars in millions                  Dom. (1)<F1>    Int'l             Dom.                   Int'l     Dom.    Int'l
-----------------------------------  --------------  ----------------  ---------------------  --------  ------  -------      

THREE MONTHS ENDED
SEPTEMBER 30, 1996
Revenue                              $         753   $            57   $                 286  $   111   $  276  $   54   $ 3 
Operating income (loss)                         49               (43)                     73      (22)     101       -    (7)
Net income (loss)                              (18)              (51)                     46      (28)      59       3     7 

EBITDA (2) <F2>                                176               (16)                    106        1      108       5    (5)
Subscribers/Advertisers
 (thousands)                                 3,023               647                   1,664      419      482     264     - 

THREE MONTHS ENDED
SEPTEMBER 30, 1995 (3)<F3>
Revenue                              $         649   $            32   $                 221  $    75   $  264  $   28   $11 
Operating income (loss)                         55               (21)                     49      (16)     102      (6)    7 
Net income (loss)                              (11)              (23)                     24      (16)      65      (6)   (4)

EBITDA (2)<F2>                                 156               (10)                     76        -      108      (3)   10 
Subscribers/Advertisers (thousands)          2,790               599                   1,162      271      473     254     - 


<S>                                  <C>





Dollars in millions
-----------------------------------        

THREE MONTHS ENDED
SEPTEMBER 30, 1996
Revenue                              $1,540
Operating income (loss)                 151
Net income (loss)                        18

EBITDA (2) <F2>                         375
Subscribers/Advertisers
 (thousands)                          6,499

THREE MONTHS ENDED
SEPTEMBER 30, 1995 (3)<F3>
Revenue                              $1,280
Operating income (loss)                 170
Net income (loss)                        29

EBITDA (2)<F2>                          337
Subscribers/Advertisers (thousands)   5,549
</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>                    <C>       <C>     <C>      <C>    <C>


                             Cable and       Wireless          Directory and Infor-   Corp &
                             --------------  ----------------  ---------------------  --------                                
                             Telecomm.       Communications    mation Services        Other     Total
                             --------------  ----------------  ---------------------  --------  ------                        
Dollars in millions          Dom. (1)<F1>    Int'l             Dom.                   Int'l     Dom.    Int'l
---------------------------  --------------  ----------------  ---------------------  --------  ------  -------               

NINE MONTHS ENDED
SEPTEMBER 30, 1996
Revenue                      $       2,168   $           157   $                 787  $   298   $  826  $  131   $  9   $4,376
Operating income (loss)                172              (115)                    154      (63)     327      (7)   (37)     431
Net income (loss)                      (26)             (157)                     88      (70)     193      (9)    (9)      10

EBITDA (2)<F2>                         516               (36)                    253        1      349       5    (30)   1,058

NINE MONTHS ENDED
SEPTEMBER 30, 1995 (3)<F3>
Revenue                      $       1,890   $            82   $                 580  $   200   $  784  $   72   $ 27   $3,635
Operating income (loss)                132               (64)                    112      (62)     300     (15)     6      409
Net income (loss)                      (39)              (36)                     56      (76)     186     (11)   (11)      69

EBITDA (2)<F2>                         431               (34)                    188      (25)     318      (7)    14      885
<FN>

<F1>
(1)  The proportionate results are based on the Media Group's 25.51 percent pro rata priority and residual equity interests in
reported  TWE results.  The reported TWE results are prepared in accordance with GAAP and have not been adjusted to report TWE
investments  accounted  for  under  the  equity  method  on  a  proportionate  basis.
<F2>
(2)  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.  The Media Group considers EBITDA an
important  indicator of the operational strength and 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 Media Group's businesses, or as an
alternative  to  cash  flows  from  operating activities as a measure of liquidity, in each case determined in accordance with
GAAP.
<F3>
(3)  Previously  reported  amounts  have  been  reclassified  to  conform  with  the  current  presentation.
</FN>
</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

PROPORTIONATE  RESULTS  OF  OPERATIONS - THREE AND NINE MONTHS ENDED SEPTEMBER
30,  1996  COMPARED  WITH  1995

Proportionate  Media  Group revenues increased 20 percent, to $1.5 billion and
$4.4  billion, for the three- and nine-month periods ended September 30, 1996,
respectively.    Proportionate  EBITDA increased 22 percent, to $410* and $1.1
billion*,  for  the  same  periods.    Strong  growth  in  domestic  cable and
telecommunications  and wireless communications contributed to the increases. 
Subscribers/advertisers  increased  17  percent  to  6.5 million over the last
twelve  months.    Strong  growth  in  domestic  wireless  and  international
operations  contributed  to  the  increase  in  subscribers/advertisers.

Cable and Telecommunications Proportionate revenues for the domestic cable and
telecommunications  operations  increased 16 percent, to $753, and 15 percent,
to  $2.2  billion,  for  the  three-  and  nine-month  periods, respectively. 
Proportionate  EBITDA  increased 13 percent, to $176, and 20 percent, to $516,
for  the  same  periods.  Proportionate revenue and EBITDA growth is primarily
due  to  double-digit  growth  in  the  TWE  cable,  programming  and  filmed
entertainment  operations  combined  with  Media Group domestic cable overhead
reductions.    TWE cable growth is attributed to rate increases and subscriber
growth  of  4.0  percent,  on  a  comparable  basis.

International cable and telecommunications proportionate revenues increased 78
percent,  to  $57,  and  91  percent,  to  $157, for the three- and nine-month
periods,  respectively.    Proportionate EBITDA remained nearly unchanged* for
the same periods.  Increases at TeleWest U.K. combined with new investments in
the  Netherlands,  Czech  Republic,  Malaysia  and  Indonesia  contributed
significantly to the increase in proportionate revenues.  Proportionate EBITDA
gains  at  TeleWest  U.K.  were  offset  by losses related to new investments.

Proportionate  subscribers  to  the  international  cable  properties  grew to
647,000,  a 41 percent increase from a year ago, excluding subscribers related
to  the  Company's  cable  television  interests in Norway, Sweden and Hungary
which  were sold in the third-quarter 1996.  This increase includes the effect
of  subscriber  growth  and the fourth-quarter 1995 merger of TeleWest and SBC
Cable  Comms  (UK).

Wireless  Communications    Proportionate  revenues  for the domestic cellular
operations  increased  29  percent,  to $286, and 36 percent, to $787, for the
three-  and  nine-month periods, respectively.  Proportionate EBITDA increased
39 percent, to $106, and 35 percent, to $253, for the same periods.  Excluding
domestic  PCS  results, domestic cellular proportionate EBITDA grew 48 percent
and  provided  a cellular service EBITDA margin of 44 percent in third-quarter
1996.

<PAGE>
Form  10-Q  -  Part  I

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

The  increases  are  due to a 43 percent increase in proportionate subscribers
partially offset by an approximate 11 percent decrease, on a comparable basis,
in  average  revenue  per  subscriber.

Proportionate  revenues for the international wireless operations increased 48
percent,  to  $111,  and  49  percent,  to $298, for the three- and nine-month
periods,  respectively.   Proportionate EBITDA increased significantly* during
the  nine-month  period.    Strong  results  from  One 2 One and Westel 900, a
Hungarian  cellular  operation,  contributed to the increases in proportionate
revenues  and  EBITDA.

Proportionate  subscribers  to  international  wireless  joint ventures in the
United  Kingdom,  Hungary,  the Czech Republic, Slovakia, Russia, Malaysia and
Poland  grew  to  419,000  at September 30, 1996, a 55 percent increase from a
year  ago.    This strong growth was primarily related to Malaysian, Hungarian
and  Czech  and  Slovak  Republics  ventures.

Directory  and  Information  Services    Proportionate  revenues  for domestic
directory  and  information  services  increased  5 percent for the three- and
nine-month  periods,  respectively. EBITDA increased 23 percent, to $133*, and
13  percent,  to  $374*,  respectively.  Decreased spending in 1996, primarily
related  to  exited product lines along with a decrease in the amount of Media
Group  corporate  costs  allocated to this line of business has contributed to
these  increases.   The Yellow Pages EBITDA margin of 50 percent* in 1996, has
remained  unchanged  from  a  year  ago.

Proportionate revenues for international directories businesses almost doubled
for  both  the  three-  and  nine-month  periods, respectively.  Proportionate
EBITDA  increased  $9*  and  $13*  for  the same periods.  The increases are a
result  of  a  new  investment  in  a  Brazilian  directories  operation.



*These  results exclude the one-time effects of a third-quarter 1996 charge of
$25  to  reorganize and reduce headcount in the domestic directories operation
and  a  charge  of $10 to reduce headcount at international headquarters.  The
international  charge  has been allocated to the international cable, wireless
and  directories  lines  of  business  in  the  amounts  of  $6,  $3  and  $1,
respectively.    Also  excluded  is  a charge of $14 recorded in the first and
second  quarters  of  1995 to exit certain domestic directories product lines.

<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.

On  April  11,  1996,  the  Washington  State  Utilities  and  Transportation
Commission ("WUTC" or the "Commission") acted on U S WEST Communications' 1995
rate  request.    In February 1995, U S WEST Communications sought to increase
revenues  by  raising  rates  for  basic residential services over a four-year
period.    The  two  major  issues  in  this  proceeding  involve  U  S  WEST
Communications'  requests for improved capital recovery and elimination of the
imputation  of  Yellow  Pages  revenue.    Instead  of  granting  U  S  WEST
Communications'  request, the Commission ordered approximately $91.5 in annual
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.

On  April  29, 1996, the Court stayed the rate decreases ordered by the WUTC. 
The  Court  granted  the  stay  pending a decision on U S WEST Communications'
appeal.    Effective May 1, 1996,     U S WEST Communications began collecting
revenues  subject  to  refund  with  interest.                        U S WEST
Communications expects its appeal to be successful and plans not to accrue any
of  the amounts subject to refund.  However, an adverse judgment on the appeal
would  have a significant impact on U S WEST Communications' future results of
operations.    The Company expects the Court to rule on the appeal in November
1996.

Item  6.    Exhibits  and  Reports  on  Form  8-K

(a)    Exhibits

Exhibit
Number

10(a)       Amendment to Agreement and Plan of Merger, dated as of October 7,
1996,  among  U  S  WEST,  Inc.,  a  Delaware  corporation, Continental Merger
Corporation,  a  Delaware  corporation,  and  Continental Cablevision, Inc., a
Delaware  corporation.

10(b)       Amendment No. 1 to Stockholders' Agreement, dated as of October 7,
1996,  among  the  stockholders of Continental Cablevision, Inc. named therein
and U S WEST, Inc. (Exhibit 10-B to the Registrant's Registration Statement on
Form    S-4,  File  No.  333-13901.)

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.

27          Financial  Data  Schedule

(b)    Reports  on  Form  8-K  filed  during  the  third  quarter

(i)          Form  8-K  report dated July 25, 1996, concerning the releases of
earnings issued on July 25, 1996 by U S WEST Communications Group, and on July
26,  1996 by U S WEST Media Group, for the second quarter ended June 30, 1996,

(ii)       Form 8-K report dated October 7, 1996, concerning the press release
regarding  the  closing  date  for  the  merger  of  U  S WEST Media Group and
Continental  Cablevision,

(iii)      Form 8-K report dated October 15, 1996, concerning the consolidated
financial  statements of Continental Cablevision, Inc. and its subsidiaries of
December  31, 1995 and 1996 and June 30, 1996 and for the years ended December
31,  1993,  1994 and 1995 and the six months ended June 30, 1995 and 1996, and
the audited proforma condensed combined financial statements of U S WEST, Inc.
as  of  June  30,  1996  and  for the year ended December 31, 1995 and the six
months  ended  June  30,  1996,  and

(iv)        Form 8-K report dated October 23, 1996, concerning the releases of
earnings  issued  on October 23, 1996 by U S WEST Communications Group, and on
October  25,  1996  by  U  S  WEST  Media  Group,  for the third quarter ended
September  30,  1996.

<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.




     /S/    Michael  P.  Glinsky


November  13,  1996          U  S  WEST,  Inc.
     Michael  P.  Glinsky
     Executive  Vice  President  and
     Chief  Financial  Officer